Common use of Development of Operating Instructions Clause in Contracts

Development of Operating Instructions. Buyer and Seller shall jointly develop the written Operating Instructions for the Project by no later than ninety (90) Days prior to the Project COD Target Date Extended. The Operating Instructions shall be consistent with this Agreement and shall conform to the Project’s and Connecting Transmission Owner’s Electrical System operating parameters and characteristics that are in effect on or after the date of this Agreement and the NYISO Rules. The Operating Instructions may be revised from time to time to the extent mutually agreed in writing by the Parties. Unless otherwise agreed upon by the Parties, the Operating Instructions will provide that Buyer shall be responsible for all communications and transactions with NYISO relating to the Project, including without limitation, registering capacity, scheduling test and Delivered Energy and acting as the market participant and financial participant, and Seller shall provide such information regarding the Project or its operation that Buyer may be required to report to the NYISO. The Operating Instructions shall contain a level of detail reasonably required by Buxxx xnd Seller to perform their respective obligations under this Agreement. Technical Requirements Seller shall ensure that the Project complies in all material respects with the technical requirements set forth in APPENDIX 18: TECHNICAL REQUIREMENTS. Test Energy On or before seventy (70) Days prior to the Project COD, Seller shall provide Buyer with its good faith estimate of the quantity of (i) Charging Energy and Station Service Energy required by the Project during the testing period prior to the Project COD (the “Test Period”), and (ii) the Delivered Energy to be produced by the Project during the Test Period (such Delivered Energy, the “Test Energy”). Station Service Energy required during the Test Period will be invoiced by Buxxx xn the first Monthly Invoice after the Project COD and will be reimbursed by Buxxx xo Seller in accordance with APPENDIX 5: MONTHLY ENERGY PAYMENT. Station Service Energy Seller shall have responsibility to obtain such Station Service Energy as applicable to the Project. The cost of Station Service Energy provided by Seller shall be included as Monthly Pass-Through Charges that constitute part of the Monthly Energy Payment. No Immunity Claim Buyer warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (i) suit, (ii) jurisdiction of court as provided herein and of any court to which an appeal may be taken, (iii) relief by way of injunction, order for specific performance or recovery of property, (iv) attachment of assets, or (v) execution or enforcement of any judgment. Buyer’s Metering Device The Buyer’s Metering Device used to measure the Delivered Energy sold by Seller to Buyer and Charging Energy delivered by Buyer to Seller at the Delivery Point under this Agreement and to monitor and coordinate operation of the Project shall be owned, installed, and maintained by Buyer. Buyer shall provide Seller access, for Seller’s use only and subject to Article 16 hereof, to Buyer’s Metering Device during Business Days upon reasonable advance notice. Buyer’s Metering Device shall be located at the Delivery Point unless the Interconnection Agreement indicates a different location, in which instance, if necessary in accordance with Prudent Utility Practice, the Buyer’s Metering Device may be relocated to a reasonable alternate location mutually-agreed to by the Parties. If Buxxx’s Metering Device is not located at the Delivery Point, the readings of such metering device shall be adjusted in a manner consistent with Prudent Utility Practice, to reflect accurately the actual Delivered Energy at the Delivery Point based on data available from the metering device and the known losses or other factors occurring between the Delivery Point and the metering device. Buyer shall inspect and test Buyer’s Metering Device upon installation and at least annually thereafter. Buyer shall provide Seller with reasonable advance notice of, and permit a representative of Seller to witness and verify, such inspections and tests; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. Upon request by Sexxxx, Buyer shall perform additional inspections or tests of Buyer’s Metering Device and shall permit a qualified representative of Seller to inspect or witness the testing of Buyer’s Metering Device; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. The actual expense of any such requested additional inspection of testing shall be borne by Seller, unless upon such inspection or testing Buyer’s Metering Device is found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Buyer. If requested by Seller in writing, Buyer shall provide copies of any inspection or testing reports to Seller. Seller may elect to install and maintain, at its own expense, metering devices (the “Seller’s Metering Devices”) in addition to the Buyer’s Metering Device installed and maintained by Buyer, which installation and maintenance shall be performed in a manner reasonably acceptable to Buyer. Seller, at its own expense, shall inspect and test the Seller’s Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit a representative of Buyer to witness and verify, such inspections and tests; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. Upon request by Buxxx, Seller shall perform additional inspections or tests of the Seller’s Metering Devices and shall permit a qualified representative of Buyer to inspect or witness the testing of Seller’s Metering Devices; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. The actual expense of any such requested additional inspection or testing shall be borne by Buyer, unless, upon such inspection or testing, Seller’s Metering Devices are found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Seller. If requested by Buxxx xn writing, Seller shall provide copies of any inspection or testing reports to Buyer. If Buyer’s Metering Device or Seller’s Metering Devices are found to be defective or inaccurate outside the bounds of the selected device’s manufacturer’s performance standards, they shall be adjusted, repaired, replaced and/or recalibrated as near as practicable to a condition of zero error by the Party owning such defective or inaccurate device and at that Party’s expense. Not later than close of business on the third (3rd) Day after the end of each Month, Buyer shall deliver to Seller a report stating for each hour during such immediately preceding Month the number of kilowatt hours of Energy received at the Delivery Point.

Development of Operating Instructions. Buyer and Seller The Parties shall jointly develop the written Operating Instructions for the Project by no later than ninety sixty (9060) Days prior to the Project COD Target Date ExtendedCommercial Operation Date. The Operating Instructions shall will be consistent with this Agreement based on the design of the Project and shall will conform to the Project’s and Connecting Transmission Owner’s Electrical System operating parameters standards and characteristics that are in effect on or after the date of this Agreement and the NYISO Rules. Such instructions shall be in a level of detail reasonably required by Xxxxx. The Operating Instructions may shall be revised from time to time to the extent mutually agreed in writing by the PartiesParties to continue coordination of the operation and Dispatch of Seller’s Project in accordance with NYISO Rules. Unless otherwise agreed upon Coordination of Maintenance . Seller shall coordinate with Buyer on maintenance procedures and schedules, and the scheduling of Planned Outages and Maintenance Outages of the Project. A Maintenance Outage, once scheduled, may be cancelled by Seller or deferred by Seller beyond the Partiesend of the next Weekend, but if deferred, must occur before the Operating Instructions will provide next Planned Outage. The number of Days allowed for Planned Outages and Maintenance Outages are set forth in Appendix 8. Any Planned Outage and Maintenance Outage that exceed the number of Days set forth in Appendix 8 (or as amended pursuant to this Section 8.3) shall be deemed to be a Forced Outage, but only for such excess Days. Seller shall submit a plan detailing the Planned Outages for the two coming Calendar Years to Buyer on or before the date when such information is due to be submitted to the NYISO prior to each Calendar Year (the “Submission Date”) for Buyer’s review and approval, which shall not be unreasonably withheld or delayed and such approval shall be deemed given unless Seller receives written notice to the contrary within thirty (30) Days of its submission to Buyer. In no event shall Seller schedule a Planned Outage during the Summer Period. In the event a Planned Outage or Maintenance Outage is commenced and continuing, and circumstances such as a casualty occur that would constitute a Forced Outage of the same portion of the Capacity of the Project but for the existence of such Planned Outage or Maintenance Outage, Seller shall promptly notify Buyer and such Outage shall be re-designated as a Forced Outage as of the date of the original Planned Outage or Maintenance Outages is first extended to the maximum extent permitted in accordance with NYISO Rules and Appendix 8. Seller shall give Buyer prior written notice of any proposed change in the annual Planned Outage schedule consistent with the NYISO Rules set forth in the Outage Schedule Manual and any such change shall be subject to Buyer’s approval (in consultation with the Connecting Transmission Owner) which shall not be unreasonably withheld or delayed. Except as provided for in Section 8.8, Buyer shall not be responsible permitted to make Dispatch requests for all communications the Project or otherwise receive Delivered Energy from the Project during a Planned Outage or Maintenance Outage. Forced Outages . Seller shall take commercially reasonable efforts consistent with Prudent Utility Practice to minimize the occurrence and transactions with NYISO relating to duration of Forced Outages. Upon the occurrence of a Forced Outage, Seller shall notify Buyer as soon as possible of such occurrence and the Project’s capability, including without limitationif any, registering capacity, scheduling test and Delivered Energy and acting as to produce Products during such Forced Outage. Seller shall notify Buyer promptly upon the market participant and financial participant, and conclusion of the Forced Outage. Seller shall provide such information regarding the Project or its operation that Buyer may be required to report notice pursuant to the NYISO. The Operating Instructions shall contain a level of detail reasonably required by Buxxx xnd Seller to perform their respective obligations under this Agreement. Technical Requirements Seller shall ensure that the Project complies in all material respects with the technical requirements set forth in APPENDIX 18: TECHNICAL REQUIREMENTS. Test Energy On or before seventy (70) Days prior to the Project COD, Seller shall provide Buyer with its good faith estimate terms of the quantity of (i) Charging Energy and Station Service Energy required by the Project during the testing period prior to the Project COD (the “Test Period”), and (ii) the Delivered Energy to be produced by the Project during the Test Period (such Delivered Energy, the “Test Energy”). Station Service Energy required during the Test Period will be invoiced by Buxxx xn the first Monthly Invoice after the Project COD and will be reimbursed by Buxxx xo Seller in accordance with APPENDIX 5: MONTHLY ENERGY PAYMENT. Station Service Energy Seller shall have responsibility to obtain such Station Service Energy as applicable to the Project. The cost of Station Service Energy provided by Seller shall be included as Monthly Pass-Through Charges that constitute part of the Monthly Energy Payment. No Immunity Claim Buyer warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (i) suit, (ii) jurisdiction of court as provided herein and of any court to which an appeal may be taken, (iii) relief by way of injunction, order for specific performance or recovery of property, (iv) attachment of assets, or (v) execution or enforcement of any judgment. Buyer’s Metering Device The Buyer’s Metering Device used to measure the Delivered Energy sold by Seller to Buyer and Charging Energy delivered by Buyer to Seller at the Delivery Point under this Agreement and to monitor and coordinate operation of the Project shall be owned, installed, and maintained by Buyer. Buyer shall provide Seller access, for Seller’s use only and subject to Article 16 hereof, to Buyer’s Metering Device during Business Days upon reasonable advance notice. Buyer’s Metering Device shall be located at the Delivery Point unless the Interconnection Agreement indicates a different location, in which instance, if necessary in accordance with Prudent Utility Practice, the Buyer’s Metering Device may be relocated to a reasonable alternate location mutually-agreed to by the Parties. If Buxxx’s Metering Device is not located at the Delivery Point, the readings of such metering device shall be adjusted in a manner consistent with Prudent Utility Practice, to reflect accurately the actual Delivered Energy at the Delivery Point based on data available from the metering device and the known losses or other factors occurring between the Delivery Point and the metering device. Buyer shall inspect and test Buyer’s Metering Device upon installation and at least annually thereafter. Buyer shall provide Seller with reasonable advance notice of, and permit a representative of Seller to witness and verify, such inspections and tests; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. Upon request by Sexxxx, Buyer shall perform additional inspections or tests of Buyer’s Metering Device and shall permit a qualified representative of Seller to inspect or witness the testing of Buyer’s Metering Device; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. The actual expense of any such requested additional inspection of testing shall be borne by Seller, unless upon such inspection or testing Buyer’s Metering Device is found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Buyer. If requested by Seller in writing, Buyer shall provide copies of any inspection or testing reports to Seller. Seller may elect to install and maintain, at its own expense, metering devices (the “Seller’s Metering Devices”) in addition to the Buyer’s Metering Device installed and maintained by Buyer, which installation and maintenance shall be performed in a manner reasonably acceptable to Buyer. Seller, at its own expense, shall inspect and test the Seller’s Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit a representative of Buyer to witness and verify, such inspections and tests; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. Upon request by Buxxx, Seller shall perform additional inspections or tests of the Seller’s Metering Devices and shall permit a qualified representative of Buyer to inspect or witness the testing of Seller’s Metering Devices; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. The actual expense of any such requested additional inspection or testing shall be borne by Buyer, unless, upon such inspection or testing, Seller’s Metering Devices are found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Seller. If requested by Buxxx xn writing, Seller shall provide copies of any inspection or testing reports to Buyer. If Buyer’s Metering Device or Seller’s Metering Devices are found to be defective or inaccurate outside the bounds of the selected device’s manufacturer’s performance standards, they shall be adjusted, repaired, replaced and/or recalibrated as near as practicable to a condition of zero error by the Party owning such defective or inaccurate device and at that Party’s expense. Not later than close of business on the third (3rd) Day after the end of each Month, Buyer shall deliver to Seller a report stating for each hour during such immediately preceding Month the number of kilowatt hours of Energy received at the Delivery PointOperating Instructions.

Development of Operating Instructions. Buyer and Seller shall jointly develop the written Operating Instructions for the Project by no later than ninety (90) Days prior to the Project COD Target Date Extended. The Operating Instructions shall be consistent with this Agreement and shall conform to the Project’s and Connecting Transmission Owner’s Electrical System operating parameters and characteristics that are in effect on or after the date of this Agreement and the NYISO Rules. The Operating Instructions may be revised from time to time to the extent mutually agreed in writing by the Parties. Unless otherwise agreed upon by the Parties, the Operating Instructions will provide that Buyer shall be responsible for all communications and transactions with NYISO relating to the Project, including without limitation, registering capacity, scheduling test and Delivered Energy and acting as the market participant and financial participant, and Seller shall provide such information regarding the Project or its operation that Buyer may be required to report to the NYISO. The Operating Instructions shall contain a level of detail reasonably required by Buxxx xnd Xxxxx and Seller to perform their respective obligations under this Agreement. Technical Requirements Seller shall ensure that the Project complies in all material respects with the technical requirements set forth in APPENDIX 18: TECHNICAL REQUIREMENTS. Test Energy On or before seventy (70) Days prior to the Project COD, Seller shall provide Buyer with its good faith estimate of the quantity of (i) Charging Energy and Station Service Energy required by the Project during the testing period prior to the Project COD (the “Test Period”), and (ii) the Delivered Energy to be produced by the Project during the Test Period (such Delivered Energy, the “Test Energy”). Station Service Energy required during the Test Period will be invoiced by Buxxx xn Xxxxx in the first Monthly Invoice after the Project COD and will be reimbursed by Buxxx xo Xxxxx to Seller in accordance with APPENDIX 5: MONTHLY ENERGY PAYMENT. Station Service Energy Seller shall have responsibility to obtain such Station Service Energy as applicable to the Project. The cost of Station Service Energy provided by Seller shall be included as Monthly Pass-Through Charges that constitute part of the Monthly Energy Payment. No Immunity Claim Buyer warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (i) suit, (ii) jurisdiction of court as provided herein and of any court to which an appeal may be taken, (iii) relief by way of injunction, order for specific performance or recovery of property, (iv) attachment of assets, or (v) execution or enforcement of any judgment. Buyer’s Metering Device The Buyer’s Metering Device used to measure the Delivered Energy sold by Seller to Buyer and Charging Energy delivered by Buyer to Seller at the Delivery Point under this Agreement and to monitor and coordinate operation of the Project shall be owned, installed, and maintained by Buyer. Buyer shall provide Seller access, for Seller’s use only and subject to Article 16 hereof, to Buyer’s Metering Device during Business Days upon reasonable advance notice. Buyer’s Metering Device shall be located at the Delivery Point unless the Interconnection Agreement indicates a different location, in which instance, if necessary in accordance with Prudent Utility Practice, the Buyer’s Metering Device may be relocated to a reasonable alternate location mutually-agreed to by the Parties. If BuxxxXxxxx’s Metering Device is not located at the Delivery Point, the readings of such metering device shall be adjusted in a manner consistent with Prudent Utility Practice, to reflect accurately the actual Delivered Energy at the Delivery Point based on data available from the metering device and the known losses or other factors occurring between the Delivery Point and the metering device. Buyer shall inspect and test Buyer’s Metering Device upon installation and at least annually thereafter. Buyer shall provide Seller with reasonable advance notice of, and permit a representative of Seller to witness and verify, such inspections and tests; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. Upon request by SexxxxXxxxxx, Buyer shall perform additional inspections or tests of Buyer’s Metering Device and shall permit a qualified representative of Seller to inspect or witness the testing of Buyer’s Metering Device; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. The actual expense of any such requested additional inspection of testing shall be borne by Seller, unless upon such inspection or testing Buyer’s Metering Device is found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Buyer. If requested by Seller in writing, Buyer shall provide copies of any inspection or testing reports to Seller. Seller may elect to install and maintain, at its own expense, metering devices (the “Seller’s Metering Devices”) in addition to the Buyer’s Metering Device installed and maintained by Buyer, which installation and maintenance shall be performed in a manner reasonably acceptable to Buyer. Seller, at its own expense, shall inspect and test the Seller’s Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit a representative of Buyer to witness and verify, such inspections and tests; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. Upon request by BuxxxXxxxx, Seller shall perform additional inspections or tests of the Seller’s Metering Devices and shall permit a qualified representative of Buyer to inspect or witness the testing of Seller’s Metering Devices; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. The actual expense of any such requested additional inspection or testing shall be borne by Buyer, unless, upon such inspection or testing, Seller’s Metering Devices are found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Seller. If requested by Buxxx xn Xxxxx in writing, Seller shall provide copies of any inspection or testing reports to Buyer. If Buyer’s Metering Device or Seller’s Metering Devices are found to be defective or inaccurate outside the bounds of the selected device’s manufacturer’s performance standards, they shall be adjusted, repaired, replaced and/or recalibrated as near as practicable to a condition of zero error by the Party owning such defective or inaccurate device and at that Party’s expense. Not later than close of business on the third (3rd) Day after the end of each Month, Buyer shall deliver to Seller a report stating for each hour during such immediately preceding Month the number of kilowatt hours of Energy received at the Delivery Point.

Development of Operating Instructions. Buyer and Seller shall jointly develop the written Operating Instructions for the Project by no later than ninety (90) Days prior to the Project COD Target Date ExtendedDate. The Operating Instructions shall be consistent with this Agreement Agreement, and shall conform to the Project’s and Connecting Transmission Owner’s Electrical System operating parameters and characteristics that are in effect on or after the date of this Agreement and the NYISO Rules. The Operating Instructions may be revised from time to time to the extent mutually agreed in writing by the Parties. Unless otherwise agreed upon by the Parties, the Operating Instructions will provide that Buyer shall be responsible for all communications and transactions with NYISO relating to the Project, including without limitation, registering capacity, scheduling test and Delivered Energy and acting as the market participant and financial participant, and Seller shall provide such information regarding the Project or its operation that Buyer may be required to report to the NYISO. The Operating Instructions shall contain a level of detail reasonably required by Buxxx xnd Xxxxx and Seller to perform their respective obligations under this Agreement. Technical Requirements Seller shall ensure Consistency with NYISO Rules The Parties recognize that the Project complies in all material respects with provisions of this Article 3 and of Article 4 are subject to NYISO Rules and may be periodically overridden by NYISO and to the technical requirements set forth in APPENDIX 18: TECHNICAL REQUIREMENTSextent there is an inconsistency between Article 3 and Article 4 and the NYISO Rules, the NYISO Rules shall apply. Test Energy On or before seventy (70) Days To the extent Seller delivers Test Energy to Buyer at the Delivery Point prior to the Project COD, Seller shall provide Buyer with its good faith estimate of will deliver the quantity of (i) Charging Test Energy and Station Service Energy required actually generated by the Project during the testing period prior at no charge to the Project COD (Buyer. To the “extent that any Renewable Attributes are available with Test Period”), and (ii) the Delivered Energy to be produced by the Project during the Test Period (such Delivered Energy, the “Test Energy”). Station Service Energy required during the Test Period such Renewable Attributes will be invoiced by Buxxx xn the first Monthly Invoice after the Project COD and will be reimbursed by Buxxx xo Seller transferred to Buyer in accordance with APPENDIX 5: MONTHLY ENERGY PAYMENTthe provisions of this Agreement. Station Service Energy Seller shall have responsibility to obtain such Station Service Energy as applicable to the Project. The cost of Station Service Energy provided by Seller shall be included as Monthly Pass-Through Charges that constitute part of the Monthly Energy Payment. No Immunity Claim Buyer warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (i) suit, (ii) jurisdiction of court as provided herein and of any court to which an appeal may be taken, (iii) relief by way of injunction, order for specific performance or recovery of property, (iv) attachment of assets, or (v) execution or enforcement of any judgment. Buyer’s Metering Device The Buyer’s Metering Device used to measure the Delivered Energy sold by Seller to Buyer and Charging Energy delivered by Buyer to Seller at the Delivery Point under this Agreement and to monitor and coordinate operation of the Project shall be owned, installed, and maintained by Buyer. Buyer shall provide Seller access, for Seller’s use only and subject to Article 16 hereof, to Buyer’s Metering Device during Business Days upon reasonable advance notice. Buyer’s Metering Device shall be located at the Delivery Point unless the Interconnection Agreement indicates a different location, in which instance, if necessary in accordance with Prudent Utility Practice, the Buyer’s Metering Device may be relocated to a reasonable alternate location mutually-agreed to by the Parties. If Buxxx’s Metering Device is not located at the Delivery Point, the readings of such metering device shall be adjusted in a manner consistent with Prudent Utility Practice, to reflect accurately the actual Delivered Energy at the Delivery Point based on data available from the metering device and the known losses or other factors occurring between the Delivery Point and the metering device. Buyer shall inspect and test Buyer’s Metering Device upon installation and at least annually thereafter. Buyer shall provide Seller with reasonable advance notice of, and permit a representative of Seller to witness and verify, such inspections and tests; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. Upon request by Sexxxx, Buyer shall perform additional inspections or tests of Buyer’s Metering Device and shall permit a qualified representative of Seller to inspect or witness the testing of Buyer’s Metering Device; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. The actual expense of any such requested additional inspection of testing shall be borne by Seller, unless upon such inspection or testing Buyer’s Metering Device is found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Buyer. If requested by Seller in writing, Buyer shall provide copies of any inspection or testing reports to Seller. Seller may elect to install and maintain, at its own expense, metering devices (the “Seller’s Metering Devices”) in addition to the Buyer’s Metering Device installed and maintained by Buyer, which installation and maintenance shall be performed in a manner reasonably acceptable to Buyer. Seller, at its own expense, shall inspect and test the Seller’s Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit a representative of Buyer to witness and verify, such inspections and tests; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. Upon request by Buxxx, Seller shall perform additional inspections or tests of the Seller’s Metering Devices and shall permit a qualified representative of Buyer to inspect or witness the testing of Seller’s Metering Devices; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. The actual expense of any such requested additional inspection or testing shall be borne by Buyer, unless, upon such inspection or testing, Seller’s Metering Devices are found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Seller. If requested by Buxxx xn writing, Seller shall provide copies of any inspection or testing reports to Buyer. If Buyer’s Metering Device or Seller’s Metering Devices are found to be defective or inaccurate outside the bounds of the selected device’s manufacturer’s performance standards, they shall be adjusted, repaired, replaced and/or recalibrated as near as practicable to a condition of zero error by the Party owning such defective or inaccurate device and at that Party’s expense. Not later than close of business on the third (3rd) Day after the end of each Month, Buyer shall deliver to Seller a report stating for each hour during such immediately preceding Month the number of kilowatt hours of Energy received at the Delivery Point.

Development of Operating Instructions. Buyer and Seller shall jointly develop the written Operating Instructions for the Project by no later than ninety (90) Days prior to the Project COD Target Date ExtendedDate. The Operating Instructions shall be consistent with this Agreement Agreement, and shall conform to the Project’s and Connecting Transmission Owner’s Electrical System operating parameters and characteristics that are in effect on or after the date of this Agreement and the NYISO Rules. The Operating Instructions may be revised from time to time to the extent mutually agreed in writing by the Parties. Unless otherwise agreed upon by the Parties, the Operating Instructions will provide that Buyer shall be responsible for all communications and transactions with NYISO relating to the Project, including without limitation, registering capacity, scheduling test and Delivered Energy and acting as the market participant and financial participant, and Seller shall provide such information regarding the Project or its operation that Buyer may be required to report to the NYISO. The Operating Instructions shall contain a level of detail reasonably required by Buxxx xnd Xxxxx and Seller to perform their respective obligations under this Agreement. Technical Requirements Seller shall ensure Consistency with NYISO Rules The Parties recognize that the Project complies in all material respects with provisions of this Article 3 and of Article 4 are subject to NYISO Rules and may be periodically overridden by NYISO and to the technical requirements set forth in APPENDIX 18: TECHNICAL REQUIREMENTSextent there is an inconsistency between Article 3 and Article 4 and the NYISO Rules, the NYISO Rules shall apply. Test Energy On or before seventy (70) Days To the extent Seller delivers Test Energy to Buyer at the Delivery Point prior to the Project COD, Buyer shall pay the Seller shall provide the price received by Buyer from the NYISO for such Test Energy. To the extent any Renewable Attributes are generated with its good faith estimate of the quantity of (i) Charging Energy and Station Service Energy required by the Project during the testing period prior to the Project COD (the “such Test Period”), and (ii) the Delivered Energy to be produced by the Project during the Test Period (such Delivered Energy, the “Test Energy”). Station Service Energy required during the Test Period such Renewable Attributes will be invoiced by Buxxx xn transferred to Buyer in the first Monthly Invoice after the Project COD and will be reimbursed by Buxxx xo Seller manner provided for in accordance with APPENDIX 5: MONTHLY ENERGY PAYMENTthis Agreement. Station Service Energy Seller shall have responsibility to obtain such Station Service Energy as applicable to the Project. The cost of Station Service Energy provided by Seller shall be included as Monthly Pass-Through Charges that constitute part of the Monthly Energy Payment. No Immunity Claim Buyer warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (i) suit, (ii) jurisdiction of court as provided herein and of any court to which an appeal may be taken, (iii) relief by way of injunction, order for specific performance or recovery of property, (iv) attachment of assets, or (v) execution or enforcement of any judgment. Buyer’s Metering Device  The Buyer’s Metering Device used to measure the Delivered Energy sold by Seller to Buyer and Charging Energy delivered by Buyer to Seller at the Delivery Point under this Agreement and to monitor and coordinate operation of the Project shall be owned, installed, and maintained by Buyer. Buyer shall provide Seller access, for Seller’s use only and subject to Article 16 hereof, to Buyer’s Metering Device during Business Days upon reasonable advance notice. Buyer’s Metering Device shall be located at the Delivery Point unless the Interconnection Agreement indicates a different location, in which instance, if necessary in accordance with Prudent Utility Practice, the Buyer’s Metering Device may be relocated to a reasonable alternate location mutually-agreed to by the Parties. If Buxxx’s Metering Device is not located at the Delivery Point, the readings of such metering device shall be adjusted in a manner consistent with Prudent Utility Practice, to reflect accurately the actual Delivered Energy at the Delivery Point based on data available from the metering device and the known losses or other factors occurring between the Delivery Point and the metering device. Buyer shall inspect and test Buyer’s Metering Device upon installation and at least annually thereafter. Buyer shall provide Seller with reasonable advance notice of, and permit a representative of Seller to witness and verify, such inspections and tests; , provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. Upon request by SexxxxXxxxxx, Buyer shall perform additional inspections or tests of Buyer’s Metering Device and shall permit a qualified representative of Seller to inspect or witness the testing of Buyer’s Metering Device; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. The actual expense of any such requested additional inspection of testing shall be borne by Seller, unless upon such inspection or testing Buyer’s Metering Device is found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Buyer. If requested by Seller in writing, Buyer shall provide copies of any inspection or testing reports to Seller. Seller may elect to install and maintain, at its own expense, metering devices (the “Seller’s Metering Devices”) in addition to the Buyer’s Metering Device installed and maintained by Buyer, which installation and maintenance shall be performed in a manner reasonably acceptable to Buyer. Seller, at its own expense, shall inspect and test the Seller’s Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit a representative of Buyer to witness and verify, such inspections and tests; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. Upon request by BuxxxXxxxx, Seller shall perform additional inspections or tests of the Seller’s Metering Devices and shall permit a qualified representative of Buyer to inspect or witness the testing of Seller’s Metering Devices; , provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. The actual expense of any such requested additional inspection or testing shall be borne by Buyer, unless, upon such inspection or testing, Seller’s Metering Devices are found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Seller. If requested by Buxxx xn Xxxxx in writing, Seller shall provide copies of any inspection or testing reports to Buyer. If Buyer’s Metering Device or Seller’s Metering Devices are is found to be defective or inaccurate outside the bounds of the selected device’s manufacturer’s performance standards, they shall be adjusted, repaired, replaced and/or recalibrated as near as practicable to a condition of zero error by the Party owning such defective or inaccurate device and at that Party’s expense.  Not later than close of business on the third (3rd) Day after the end of each Month, Buyer shall deliver to Seller a report stating for each hour during such immediately preceding Month the number of kilowatt hours of Energy received at the Delivery Point.

Development of Operating Instructions. Buyer and Seller The Parties shall jointly develop the written Operating Instructions for the Project by no later than ninety sixty (9060) Days prior to the Project COD Target Date ExtendedCommercial Operation Date. The Operating Instructions shall will be consistent with this Agreement based on the design of the Project and shall will conform to the Project’s and Connecting Transmission Owner’s Electrical System operating parameters standards and characteristics that are in effect on or after the date of this Agreement and the NYISO Rules. Such instructions shall be in a level of detail reasonably required by Buyer. The Operating Instructions may shall be revised from time to time to the extent mutually agreed in writing by the PartiesParties to continue coordination of the operation and Dispatch of Seller’s Project in accordance with NYISO Rules. Unless otherwise agreed upon Coordination of Maintenance . Seller shall coordinate with Buyer on maintenance procedures and schedules, and the scheduling of Planned Outages and Maintenance Outages of the Project. A Maintenance Outage, once scheduled, may be cancelled by Seller or deferred by Seller beyond the Partiesend of the next Weekend, but if deferred, must occur before the Operating Instructions will provide next Planned Outage. The number of Days allowed for Planned Outages and Maintenance Outages are set forth in Appendix 8. Any Planned Outage and Maintenance Outage that exceed the number of Days set forth in Appendix 8 (or as amended pursuant to this Section 8.3) shall be deemed to be a Forced Outage, but only for such excess Days. Seller shall submit a plan detailing the Planned Outages for the two coming Calendar Years to Buyer on or before the date when such information is due to be submitted to the NYISO prior to each Calendar Year (the “Submission Date”) for Buyer’s review and approval, which shall not be unreasonably withheld or delayed and such approval shall be deemed given unless Seller receives written notice to the contrary within thirty (30) Days of its submission to Buyer. In no event shall Seller schedule a Planned Outage during the Summer Period. In the event a Planned Outage or Maintenance Outage is commenced and continuing, and circumstances such as a casualty occur that would constitute a Forced Outage of the same portion of the Capacity of the Project but for the existence of such Planned Outage or Maintenance Outage, Seller shall promptly notify Buyer and such Outage shall be re-designated as a Forced Outage as of the date of the original Planned Outage or Maintenance Outages is first extended to the maximum extent permitted in accordance with NYISO Rules and Appendix 8. Seller shall give Buyer prior written notice of any proposed change in the annual Planned Outage schedule consistent with the NYISO Rules set forth in the Outage Schedule Manual and any such change shall be subject to Buyer’s approval (in consultation with the Connecting Transmission Owner) which shall not be unreasonably withheld or delayed. Except as provided for in Section 8.8, Buyer shall not be responsible permitted to make Dispatch requests for all communications the Project or otherwise receive Delivered Peak Demand Savings from the Project during a Planned Outage or Maintenance Outage. Forced Outages . Seller shall take commercially reasonable efforts consistent with Prudent Utility Practice to minimize the occurrence and transactions with NYISO relating to duration of Forced Outages. Upon the occurrence of a Forced Outage, Seller shall notify Buyer as soon as possible of such occurrence and the Project’s capability, including without limitationif any, registering capacity, scheduling test and Delivered Energy and acting as to produce Products during such Forced Outage. Seller shall notify Buyer promptly upon the market participant and financial participant, and conclusion of the Forced Outage. Seller shall provide such information regarding the Project or its operation that Buyer may be required to report notice pursuant to the NYISO. The Operating Instructions shall contain a level of detail reasonably required by Buxxx xnd Seller to perform their respective obligations under this Agreement. Technical Requirements Seller shall ensure that the Project complies in all material respects with the technical requirements set forth in APPENDIX 18: TECHNICAL REQUIREMENTS. Test Energy On or before seventy (70) Days prior to the Project COD, Seller shall provide Buyer with its good faith estimate terms of the quantity of (i) Charging Energy and Station Service Energy required by the Project during the testing period prior to the Project COD (the “Test Period”), and (ii) the Delivered Energy to be produced by the Project during the Test Period (such Delivered Energy, the “Test Energy”). Station Service Energy required during the Test Period will be invoiced by Buxxx xn the first Monthly Invoice after the Project COD and will be reimbursed by Buxxx xo Seller in accordance with APPENDIX 5: MONTHLY ENERGY PAYMENT. Station Service Energy Seller shall have responsibility to obtain such Station Service Energy as applicable to the Project. The cost of Station Service Energy provided by Seller shall be included as Monthly Pass-Through Charges that constitute part of the Monthly Energy Payment. No Immunity Claim Buyer warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (i) suit, (ii) jurisdiction of court as provided herein and of any court to which an appeal may be taken, (iii) relief by way of injunction, order for specific performance or recovery of property, (iv) attachment of assets, or (v) execution or enforcement of any judgment. Buyer’s Metering Device The Buyer’s Metering Device used to measure the Delivered Energy sold by Seller to Buyer and Charging Energy delivered by Buyer to Seller at the Delivery Point under this Agreement and to monitor and coordinate operation of the Project shall be owned, installed, and maintained by Buyer. Buyer shall provide Seller access, for Seller’s use only and subject to Article 16 hereof, to Buyer’s Metering Device during Business Days upon reasonable advance notice. Buyer’s Metering Device shall be located at the Delivery Point unless the Interconnection Agreement indicates a different location, in which instance, if necessary in accordance with Prudent Utility Practice, the Buyer’s Metering Device may be relocated to a reasonable alternate location mutually-agreed to by the Parties. If Buxxx’s Metering Device is not located at the Delivery Point, the readings of such metering device shall be adjusted in a manner consistent with Prudent Utility Practice, to reflect accurately the actual Delivered Energy at the Delivery Point based on data available from the metering device and the known losses or other factors occurring between the Delivery Point and the metering device. Buyer shall inspect and test Buyer’s Metering Device upon installation and at least annually thereafter. Buyer shall provide Seller with reasonable advance notice of, and permit a representative of Seller to witness and verify, such inspections and tests; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. Upon request by Sexxxx, Buyer shall perform additional inspections or tests of Buyer’s Metering Device and shall permit a qualified representative of Seller to inspect or witness the testing of Buyer’s Metering Device; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. The actual expense of any such requested additional inspection of testing shall be borne by Seller, unless upon such inspection or testing Buyer’s Metering Device is found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Buyer. If requested by Seller in writing, Buyer shall provide copies of any inspection or testing reports to Seller. Seller may elect to install and maintain, at its own expense, metering devices (the “Seller’s Metering Devices”) in addition to the Buyer’s Metering Device installed and maintained by Buyer, which installation and maintenance shall be performed in a manner reasonably acceptable to Buyer. Seller, at its own expense, shall inspect and test the Seller’s Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit a representative of Buyer to witness and verify, such inspections and tests; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. Upon request by Buxxx, Seller shall perform additional inspections or tests of the Seller’s Metering Devices and shall permit a qualified representative of Buyer to inspect or witness the testing of Seller’s Metering Devices; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. The actual expense of any such requested additional inspection or testing shall be borne by Buyer, unless, upon such inspection or testing, Seller’s Metering Devices are found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Seller. If requested by Buxxx xn writing, Seller shall provide copies of any inspection or testing reports to Buyer. If Buyer’s Metering Device or Seller’s Metering Devices are found to be defective or inaccurate outside the bounds of the selected device’s manufacturer’s performance standards, they shall be adjusted, repaired, replaced and/or recalibrated as near as practicable to a condition of zero error by the Party owning such defective or inaccurate device and at that Party’s expense. Not later than close of business on the third (3rd) Day after the end of each Month, Buyer shall deliver to Seller a report stating for each hour during such immediately preceding Month the number of kilowatt hours of Energy received at the Delivery PointOperating Instructions.

Development of Operating Instructions. Buyer and Seller shall jointly develop the written Operating Instructions for the Project by no later than ninety (90) Days prior to the Project COD Target Date ExtendedDate. The Operating Instructions shall be consistent with this Agreement Agreement, and shall conform to the Project’s and Connecting Transmission Owner’s Electrical System operating parameters and characteristics that are in effect on or after the date of this Agreement and the NYISO Rules. The Operating Instructions may be revised from time to time to the extent mutually agreed in writing by the Parties. Unless otherwise agreed upon by the Parties, the Operating Instructions will provide that Buyer shall be responsible for all communications and transactions with NYISO relating to the Project, including without limitation, registering capacity, scheduling test and Delivered Energy and acting as the market participant and financial participant, and Seller shall provide such information regarding the Project or its operation that Buyer may be required to report to the NYISO. The Operating Instructions shall contain a level of detail reasonably required by Buxxx xnd Xxxxx and Seller to perform their respective obligations under this Agreement. Technical Requirements Seller shall ensure Consistency with NYISO Rules The Parties recognize that the Project complies in all material respects with provisions of this Article 3 and of Article 4 are subject to NYISO Rules and may be periodically overridden by NYISO and to the technical requirements set forth in APPENDIX 18: TECHNICAL REQUIREMENTSextent there is an inconsistency between Article 3 and Article 4 and the NYISO Rules, the NYISO Rules shall apply. Test Energy On or before seventy (70) Days To the extent Seller delivers Test Energy to Buyer at the Delivery Point prior to the Project COD, Buyer shall pay the Seller shall provide the price received by Buyer from the NYISO for such Test Energy. To the extent any Renewable Attributes are generated with its good faith estimate of the quantity of (i) Charging Energy and Station Service Energy required by the Project during the testing period prior to the Project COD (the “such Test Period”), and (ii) the Delivered Energy to be produced by the Project during the Test Period (such Delivered Energy, the “Test Energy”). Station Service Energy required during the Test Period such Renewable Attributes will be invoiced by Buxxx xn transferred to Buyer in the first Monthly Invoice after the Project COD and will be reimbursed by Buxxx xo Seller manner provided for in accordance with APPENDIX 5: MONTHLY ENERGY PAYMENTthis Agreement. Station Service Energy Seller shall have responsibility to obtain such Station Service Energy as applicable to the Project. The cost of Station Service Energy provided by Seller shall be included as Monthly Pass-Through Charges that constitute part of the Monthly Energy Payment. No Immunity Claim Buyer warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (i) suit, (ii) jurisdiction of court as provided herein and of any court to which an appeal may be taken, (iii) relief by way of injunction, order for specific performance or recovery of property, (iv) attachment of assets, or (v) execution or enforcement of any judgment. Buyer’s Metering Device  The Buyer’s Metering Device used to measure the Delivered Energy sold by Seller to Buyer and Charging Energy delivered by Buyer to Seller at the Delivery Point under this Agreement and to monitor and coordinate operation of the Project shall be owned, installed, and maintained by Buyer. Buyer shall provide Seller access, for Seller’s use only and subject to Article 16 hereof, to Buyer’s Metering Device during Business Days upon reasonable advance notice. Buyer’s Metering Device shall be located at the Delivery Point unless the Interconnection Agreement indicates a different location, in which instance, if necessary in accordance with Prudent Utility Practice, the Buyer’s Metering Device may be relocated to a reasonable alternate location mutually-agreed to by the Parties. If Buxxx’s Metering Device is not located at the Delivery Point, the readings of such metering device shall be adjusted in a manner consistent with Prudent Utility Practice, to reflect accurately the actual Delivered Energy at the Delivery Point based on data available from the metering device and the known losses or other factors occurring between the Delivery Point and the metering device. Buyer shall inspect and test Buyer’s Metering Device upon installation and at least annually thereafter. Buyer shall provide Seller with reasonable advance notice of, and permit a representative of Seller to witness and verify, such inspections and tests; , provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. Upon request by SexxxxXxxxxx, Buyer shall perform additional inspections or tests of Buyer’s Metering Device and shall permit a qualified representative of Seller to inspect or witness the testing of Buyer’s Metering Device; provided, however, that Seller shall not unreasonably interfere with or disrupt the activities of Buyer and shall comply with all of Buyer’s safety standards. The actual expense of any such requested additional inspection of testing shall be borne by Seller, unless upon such inspection or testing Buyer’s Metering Device is found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Buyer. If requested by Seller in writing, Buyer shall provide copies of any inspection or testing reports to Seller. Seller may elect to install and maintain, at its own expense, metering devices (the “Seller’s Metering Devices”) in addition to the Buyer’s Metering Device installed and maintained by Buyer, which installation and maintenance shall be performed in a manner reasonably acceptable to Buyer. Seller, at its own expense, shall inspect and test the Seller’s Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit a representative of Buyer to witness and verify, such inspections and tests; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. Upon request by BuxxxXxxxx, Seller shall perform additional inspections or tests of the Seller’s Metering Devices and shall permit a qualified representative of Buyer to inspect or witness the testing of Seller’s Metering Devices; , provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller’s safety standards. The actual expense of any such requested additional inspection or testing shall be borne by Buyer, unless, upon such inspection or testing, Seller’s Metering Devices are found to register inaccurately by more than the allowable limits established in Section 3.17, in which event the expense of the requested additional inspection or testing shall be borne by Seller. If requested by Buxxx xn Xxxxx in writing, Seller shall provide copies of any inspection or testing reports to Buyer. If Buyer’s Metering Device Device, or Seller’s Metering Devices are Devices, is found to be defective or inaccurate outside the bounds of the selected device’s manufacturer’s performance standards, they shall be adjusted, repaired, replaced and/or recalibrated as near as practicable to a condition of zero error by the Party owning such defective or inaccurate device and at that Party’s expense.  Not later than close of business on the third (3rd) Day after the end of each Month, Buyer shall deliver to Seller a report stating for each hour during such immediately preceding Month the number of kilowatt hours of Energy received at the Delivery Point.