Common use of Forecasting Clause in Contracts

Forecasting. (a) Seller shall cause the Forecaster to provide (at Seller’s sole expense) to Buyer a generation forecast for the Generating Facility for the immediately succeeding Day in intervals corresponding to the MISO Settlement Intervals for the MISO Market that has the shortest MISO Settlement Intervals (each a “Generation Forecast”), setting forth, with respect to each such interval, (i) the forecasted amount of Delivered Energy during such interval and (ii) if such forecasted amount is less than the maximum Contract Energy that could be generated by the Generating Facility at such time as a result of (A) any curtailment pursuant to Section 7.4, (B) a Reliability Curtailment, (C) the limit of the Maximum Delivered Contract Energy or (D) any other cause, the amount and cause of such limitation. The forecasted amounts of Delivered Energy and any limitation amounts set forth in each Generation Forecast in respect of any interval shall be the Forecaster’s reasonable best estimate of the amount of the Delivered Energy during such interval. Seller shall cause the Forecaster to prepare all such estimates in good faith and following Accepted Industry Practices, including taking into account the operating condition of the Generating Facility, auxiliary load(s), insolation, temperature and relative humidity conditions, losses, availability of and other circumstances relating to electric transmission and other relevant factors at such time. Seller acknowledges and agrees that the amount of the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity shall not act as a cap on or otherwise affect Seller’s estimation of the amount of forecasted Delivered Energy at any time. Seller acknowledges and agrees that at no time during the Delivery Term may the Delivered Energy ever exceed the Maximum Delivered Contract Energy, and Seller shall operate the Generating Facility accordingly. (b) Seller shall cause an initial or new (as applicable) Generation Forecast to be furnished to Buyer if Seller failed to furnish an initial Generation Forecast by the Generation Forecast Deadline applicable thereto according to Section 7.1(c)(i) or the then-current Generation Forecast is in error or there is or, to Seller’s knowledge, will be a Unit Contingency or other event, occurrence, condition, circumstance or action that, singularly or in combination, (i) reduces, interrupts or increases, or will reduce or interrupt or will increase, any delivery of Delivered Energy to Buyer or (ii) otherwise causes, or will cause, the Generation Forecast then in effect to be inaccurate in any material respect. Each such Generation Forecast shall reflect fully the changed circumstances since the submission of the prior Generation Forecast and state the reason(s) for each modification to the prior Generation Forecast. A new Generation Forecast delivered in accordance with this Section 7.1(b) and the other requirements of this Agreement shall supersede and replace for all purposes the Generation Forecast in effect prior to the delivery of the new Generation Forecast. Any initial or new Generation Forecast to be provided pursuant to this Section 7.1(b) shall be provided on a rolling basis consistent with the applicable Balancing Authority’s forecasting requirements. (i) Seller shall cause Generation Forecasts to be furnished to Buyer, by electronic mail to Buyer’s next-day scheduling desk or other electronic transmission acceptable to Buyer in its reasonable discretion, no later than four (4) hours before the deadline for day-ahead tags, schedules, offers and bids applicable to the earliest MISO Settlement Interval included in such Generation Forecast, as set by the largest Balancing Authority that, as of such time, includes the Delivery Portion (“Generation Forecast Deadline”). (ii) If Seller has caused a Generation Forecast to be submitted and is required to cause a new Generation Forecast to be furnished under Section 7.1(b), such Generation Forecast shall be furnished (utilizing the same methodology as specified in the first sentence of Section 7.1(c)(i) for the initial Generation Forecast) immediately after the occurrence (or, to the extent that Seller has prior knowledge thereof, promptly after it has knowledge) of the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast; provided, however, that if a Generation Forecast for any interval is furnished after the Generation Forecast Deadline applicable to such interval, Seller shall transmit any required emails to Buyer’s current-day scheduling desk in addition to Buyer’s next-day scheduling desk and also contact Xxxxx’s scheduling representative telephonically at Buyer’s current-day scheduling desk at the telephone number set forth in Schedule 19.1 and advise such representative of the existence of such Generation Forecast and any modifications relative to the prior Generation Forecast.

Forecasting. (a) Seller shall cause the Forecaster to provide (at Seller’s sole expense) to Buyer a generation forecast for the Generating Facility for the immediately succeeding Day in intervals corresponding to the MISO Settlement Intervals for the MISO Market that has the shortest MISO Settlement Intervals (each a “Generation Forecast”), setting forth, with respect to each such interval, (i) the forecasted amount of Delivered Energy during such interval and (ii) if such forecasted amount is less than the maximum Contract Energy that could be generated by the Generating Facility at such time as a result of (A) any curtailment pursuant to Section 7.4, (B) a Reliability Curtailment, (C) the limit of the Maximum Delivered Contract Energy or (D) any other cause, the amount and cause of such limitation. The forecasted amounts of Delivered Energy and any limitation amounts set forth in each Generation Forecast in respect of any interval shall be the Forecaster’s reasonable best estimate of the amount of the Delivered Energy during such interval. Seller shall cause the Forecaster to prepare all such estimates in good faith and following Accepted Industry Practices, including taking into account the operating condition of the Generating Facility, auxiliary load(s), insolationwind speed, wind direction, temperature and relative humidity conditions, losses, availability of and other circumstances relating to electric transmission and other relevant factors at such time. Seller acknowledges and agrees that the amount of the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity shall not act as a cap on or otherwise affect Seller’s estimation of the amount of forecasted Delivered Energy at any time. Seller acknowledges and agrees that at no time during the Delivery Term may the Delivered Energy ever exceed the Maximum Delivered Contract Energy, and Seller shall operate the Generating Facility accordingly. (b) Seller shall cause an initial or new (as applicable) Generation Forecast to be furnished to Buyer if Seller failed to furnish an initial Generation Forecast by the Generation Forecast Deadline applicable thereto according to Section 7.1(c)(i) or the then-current Generation Forecast is in error or there is or, to Seller’s knowledge, will be a Unit Contingency or other event, occurrence, condition, circumstance or action that, singularly or in combination, (i) reduces, interrupts or increases, or will reduce or interrupt or will increase, any delivery of Delivered Energy to Buyer or (ii) otherwise causes, or will cause, the Generation Forecast then in effect to be inaccurate in any material respect. Each such Generation Forecast shall reflect fully the changed circumstances since the submission of the prior Generation Forecast and state the reason(s) for each modification to the prior Generation Forecast. A new Generation Forecast delivered in accordance with this Section 7.1(b) and the other requirements of this Agreement shall supersede and replace for all purposes the Generation Forecast in effect prior to the delivery of the new Generation Forecast. Any initial or new Generation Forecast to be provided pursuant to this Section 7.1(b) shall be provided on a rolling basis consistent with the applicable Balancing Authority’s forecasting requirements. (i) Seller shall cause Generation Forecasts to be furnished to Buyer, by electronic mail to Buyer’s next-day scheduling desk or other electronic transmission acceptable to Buyer in its reasonable discretion, no later than four (4) hours before the deadline for day-ahead tags, schedules, offers and bids applicable to the earliest MISO Settlement Interval included in such Generation Forecast, as set by the largest Balancing Authority that, as of such time, includes the Delivery Portion (“Generation Forecast Deadline”). (ii) If Seller has caused a Generation Forecast to be submitted and is required to cause a new Generation Forecast to be furnished under Section 7.1(b), such Generation Forecast shall be furnished (utilizing the same methodology as specified in the first sentence of Section 7.1(c)(i) for the initial Generation Forecast) immediately after the occurrence (or, to the extent that Seller has prior knowledge thereof, promptly after it has knowledge) of the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast; provided, however, that if a Generation Forecast for any interval is furnished after the Generation Forecast Deadline applicable to such interval, Seller shall transmit any required emails to Buyer’s current-day scheduling desk in addition to Buyer’s next-day scheduling desk and also contact Xxxxx’s scheduling representative telephonically at Buyer’s current-day scheduling desk at the telephone number set forth in Schedule 19.1 and advise such representative of the existence of such Generation Forecast and any modifications relative to the prior Generation Forecast.

Forecasting. (a) Seller shall cause the Forecaster to provide (at Seller’s sole expense) to Buyer a generation forecast for the Generating Facility for the immediately succeeding Day in intervals corresponding to the MISO Settlement Intervals for the MISO Market that has the shortest MISO Settlement Intervals (each a “Generation Forecast”), setting forth, with respect to each such interval, (i) the forecasted amount of Delivered Energy during such interval and (ii) if such forecasted amount is less than the maximum Contract Energy that could be generated by the Generating Facility at such time as a result of (A) any curtailment pursuant to Section 7.4, (B) a Reliability Curtailment, (C) the limit of the Maximum Delivered Contract Energy or (D) any other cause, the amount and cause of such limitation. The forecasted amounts of Delivered Energy and any limitation amounts set forth in each Generation Forecast in respect of any interval shall be the Forecaster’s reasonable best estimate of the amount of the Delivered Energy during such interval. Seller shall cause the Forecaster to prepare all such estimates in good faith and following Accepted Industry Practices, including taking into account the operating condition of the Generating Facility, auxiliary load(s), insolation, temperature and relative humidity conditions, losses, availability of and other circumstances relating to electric transmission and other relevant factors at such time. Seller acknowledges and agrees that the amount of the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity shall not act as a cap on or otherwise affect Seller’s estimation of the amount of forecasted Delivered Energy at any time. Seller acknowledges and agrees that at no time during the Delivery Term may the Delivered Energy ever exceed the Maximum Delivered Contract Energy, and Seller shall operate the Generating Facility accordingly. (b) Seller shall cause an initial or new (as applicable) Generation Forecast to be furnished to Buyer if Seller failed to furnish an initial Generation Forecast by the Generation Forecast Deadline applicable thereto according to Section 7.1(c)(i) or the then-current Generation Forecast is in error or there is or, to Seller’s knowledge, will be a Unit Contingency or other event, occurrence, condition, circumstance or action that, singularly or in combination, (i) reduces, interrupts or increases, or will reduce or interrupt or will increase, any delivery of Delivered Energy to Buyer or (ii) otherwise causes, or will cause, the Generation Forecast then in effect to be inaccurate in any material respect. Each such Generation Forecast shall reflect fully the changed circumstances since the submission of the prior Generation Forecast and state the reason(s) for each modification to the prior Generation Forecast. A new Generation Forecast delivered in accordance with this Section 7.1(b) and the other requirements of this Agreement shall supersede and replace for all purposes the Generation Forecast in effect prior to the delivery of the new Generation Forecast. Any initial or new Generation Forecast to be provided pursuant to this Section 7.1(b) shall be provided on a rolling basis consistent with the applicable Balancing Authority’s forecasting requirements. (i) Seller shall cause Generation Forecasts to be furnished to Buyer, by electronic mail to Buyer’s next-day scheduling desk or other electronic transmission acceptable to Buyer in its reasonable discretion, no later than four (4) hours before the deadline for day-ahead tags, schedules, offers and bids applicable to the earliest MISO Settlement Interval included in such Generation Forecast, as set by the largest Balancing Authority that, as of such time, includes the Delivery Portion (“Generation Forecast Deadline”). (ii) If Seller has caused a Generation Forecast to be submitted and is required to cause a new Generation Forecast to be furnished under Section 7.1(b), such Generation Forecast shall be furnished (utilizing the same methodology as specified in the first sentence of Section 7.1(c)(i) for the initial Generation Forecast) immediately after the occurrence (or, to the extent that Seller has prior knowledge thereof, promptly after it has knowledge) of the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast; provided, however, that if a Generation Forecast for any interval is furnished after the Generation Forecast Deadline applicable to such interval, Seller shall transmit any required emails to Buyer’s current-day scheduling desk in addition to Buyer’s next-day scheduling desk and also contact XxxxxBuyer’s scheduling representative telephonically at Buyer’s current-day scheduling desk at the telephone number set forth in Schedule 19.1 and advise such representative of the existence of such Generation Forecast and any modifications relative to the prior Generation Forecast.

Forecasting. (a) Seller shall cause the Forecaster to provide (at Seller’s sole expense) to Buyer a generation forecast for the Generating Facility for the immediately succeeding Day in intervals corresponding to the MISO Settlement Intervals for the MISO Market that has the shortest MISO Settlement Intervals (each a “Generation Forecast”), setting forth, with respect to each such interval, (i) the forecasted amount of Delivered Energy during such interval and (ii) if such forecasted amount is less than the maximum Contract Energy that could be generated by the Generating Facility at such time as a result of (A) any curtailment pursuant to Section 7.4, (B) a Reliability Curtailment, (C) the limit of the Maximum Delivered Contract Energy or (D) any other cause, the amount and cause of such limitation. The forecasted amounts of Delivered Energy and any limitation amounts set forth in each Generation Forecast in respect of any interval shall be the Forecaster’s reasonable best estimate of the amount of the Delivered Energy during such interval. Seller shall cause the Forecaster to prepare all such estimates in good faith and following Accepted Industry Practices, including taking into account the operating condition of the Generating Facility, auxiliary load(s), insolationwind speed, wind direction, temperature and relative humidity conditions, losses, availability of and other circumstances relating to electric transmission and other relevant factors at such time. Seller acknowledges and agrees that the amount of the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity shall not act as a cap on or otherwise affect Seller’s estimation of the amount of forecasted Delivered Energy at any time. Seller acknowledges and agrees that at no time during the Delivery Term may the Delivered Energy ever exceed the Maximum Delivered Contract Energy, and Seller shall operate the Generating Facility accordingly. (b) Seller shall cause an initial or new (as applicable) Generation Forecast to be furnished to Buyer if Seller failed to furnish an initial Generation Forecast by the Generation Forecast Deadline applicable thereto according to Section 7.1(c)(i) or the then-current Generation Forecast is in error or there is or, to Seller’s knowledge, will be a Unit Contingency or other event, occurrence, condition, circumstance or action that, singularly or in combination, (i) reduces, interrupts or increases, or will reduce or interrupt or will increase, any delivery of Delivered Energy to Buyer or (ii) otherwise causes, or will cause, the Generation Forecast then in effect to be inaccurate in any material respect. Each such Generation Forecast shall reflect fully the changed circumstances since the submission of the prior Generation Forecast and state the reason(s) for each modification to the prior Generation Forecast. A new Generation Forecast delivered in accordance with this Section 7.1(b) and the other requirements of this Agreement shall supersede and replace for all purposes the Generation Forecast in effect prior to the delivery of the new Generation Forecast. Any initial or new Generation Forecast to be provided pursuant to this Section 7.1(b) shall be provided on a rolling basis consistent with the applicable Balancing Authority’s forecasting requirements. (i) Seller shall cause Generation Forecasts to be furnished to Buyer, by electronic mail to Buyer’s next-day scheduling desk or other electronic transmission acceptable to Buyer in its reasonable discretion, no later than four (4) hours before the deadline for day-ahead tags, schedules, offers and bids applicable to the earliest MISO Settlement Interval included in such Generation Forecast, as set by the largest Balancing Authority that, as of such time, includes the Delivery Portion (“Generation Forecast Deadline”). (ii) If Seller has caused a Generation Forecast to be submitted and is required to cause a new Generation Forecast to be furnished under Section 7.1(b), such Generation Forecast shall be furnished (utilizing the same methodology as specified in the first sentence of Section 7.1(c)(i) for the initial Generation Forecast) immediately after the occurrence (or, to the extent that Seller has prior knowledge thereof, promptly after it has knowledge) of the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast; provided, however, that if a Generation Forecast for any interval is furnished after the Generation Forecast Deadline applicable to such interval, Seller shall transmit any required emails to Buyer’s current-day scheduling desk in addition to Buyer’s next-day scheduling desk and also contact XxxxxBuyer’s scheduling representative telephonically at Buyer’s current-day scheduling desk at the telephone number set forth in Schedule 19.1 and advise such representative of the existence of such Generation Forecast and any modifications relative to the prior Generation Forecast.

Forecasting. (a) Seller shall cause the Forecaster to provide (at Seller’s sole expense) to Buyer a generation forecast for the Generating Facility for the immediately succeeding Day in intervals corresponding to the MISO Settlement Intervals for the MISO Market that has the shortest MISO Settlement Intervals (each a “Generation Forecast”), setting forth, with respect to each such interval, (i) the forecasted amount of Delivered Energy during such interval and (ii) if such forecasted amount is less than the maximum Contract Energy that could be generated by the Generating Facility at such time as a result of (A) any curtailment pursuant to Section 7.4, (B) a Reliability Curtailment, (C) the limit of the Maximum Delivered Contract Energy or (D) any other cause, the amount and cause of such limitation. The forecasted amounts of Delivered Energy and any limitation amounts set forth in each Generation Forecast in respect of any interval shall be the Forecaster’s reasonable best estimate of the amount of the Delivered Energy during such interval. Seller shall cause the Forecaster to prepare all such estimates in good faith and following Accepted Industry Practices, including taking into account the operating condition of the Generating Facility, auxiliary load(s), insolation, temperature and relative humidity conditions, losses, availability of and other circumstances relating to electric transmission and other relevant factors at such time. Seller acknowledges and agrees that the amount of the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity shall not act as a cap on or otherwise affect Seller’s estimation of the amount of forecasted Delivered Energy at any time. Seller acknowledges and agrees that at no time during the Delivery Term may the Delivered Energy ever exceed the Maximum Delivered Contract Energy, and Seller shall operate the Generating Facility accordingly. (b) Seller shall cause an initial or new (as applicable) Generation Forecast to be furnished to Buyer if Seller failed to furnish an initial Generation Forecast by the Generation Forecast Deadline applicable thereto according to Section 7.1(c)(i) or the then-current Generation Forecast is in error or there is or, to Seller’s knowledge, will be a Unit Contingency or other event, occurrence, condition, circumstance or action that, singularly or in combination, (i) reduces, interrupts or increases, or will reduce or interrupt or will increase, any delivery of Delivered Energy to Buyer or (ii) otherwise causes, or will cause, the Generation Forecast then in effect to be inaccurate in any material respect. Each such Generation Forecast shall reflect fully the changed circumstances since the submission of the prior Generation Forecast and state the reason(s) for each modification to the prior Generation Forecast. A new Generation Forecast delivered in accordance with this Section 7.1(b) and the other requirements of this Agreement shall supersede and replace for all purposes the Generation Forecast in effect prior to the delivery of the new Generation Forecast. Any initial or new Generation Forecast to be provided pursuant to this Section 7.1(b) shall be provided on a rolling basis consistent with the applicable Balancing Authority’s forecasting requirements. (i) Seller shall cause Generation Forecasts to be furnished to Buyer, by electronic mail to Buyer’s next-day scheduling desk or other electronic transmission acceptable to Buyer in its reasonable discretion, no later than four (4) hours before the deadline for day-ahead tags, schedules, offers and bids applicable to the earliest MISO Settlement Interval included in such Generation Forecast, as set by the largest Balancing Authority that, as of such time, includes the Delivery Portion (“Generation Forecast Deadline”). (ii) If Seller has caused a Generation Forecast to be submitted and is required to cause a new Generation Forecast to be furnished under Section 7.1(b), such Generation Forecast shall be furnished (utilizing the same methodology as specified in the first sentence of Section 7.1(c)(i) for the initial Generation Forecast) immediately after the occurrence (or, to the extent that Seller has prior knowledge thereof, promptly after it has knowledge) of the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast; provided, however, that if a Generation Forecast for any interval is furnished after the Generation Forecast Deadline applicable to such interval, Seller shall transmit any required emails to Buyer’s current-day scheduling desk in addition to Buyer’s next-day scheduling desk and also contact XxxxxBuyer’s scheduling representative telephonically at Buyer’s current-day scheduling desk at the telephone number set forth in Schedule 19.1 and advise such representative of the existence of such Generation Forecast and any modifications relative to the prior Generation Forecast.

Forecasting. (a) Seller shall cause the Forecaster to provide (at Seller’s sole expense) to Buyer a generation forecast for the Generating Facility for the immediately succeeding Day in intervals corresponding to the MISO Settlement Intervals for the MISO Market that has the shortest MISO Settlement Intervals (each a “Generation Forecast”), setting forth, with respect to each such interval, (i) the forecasted amount of Delivered Energy during such interval and (ii) if such forecasted amount is less than the maximum Contract Energy that could be generated by the Generating Facility at such time as a result of (A) any curtailment pursuant to Section 7.4, (B) a Reliability Curtailment, (C) the limit of the Maximum Delivered Contract Energy or (D) any other cause, the amount and cause of such limitation. The forecasted amounts of Delivered Energy and any limitation amounts set forth in each Generation Forecast in respect of any interval shall be the Forecaster’s reasonable best estimate of the amount of the Delivered Energy during such interval. Seller shall cause the Forecaster to prepare all such estimates in good faith and following Accepted Industry Practices, including taking into account the operating condition of the Generating Facility, auxiliary load(s), insolation, temperature and relative humidity conditions, losses, availability of and other circumstances relating to electric transmission and other relevant factors at such time. Seller acknowledges and agrees that the amount of the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity shall not act as a cap on or otherwise affect Seller’s estimation of the amount of forecasted Delivered Energy at any time. Seller acknowledges and agrees that at no time during the Delivery Term may the Delivered Energy ever exceed the Maximum Delivered Contract Energy, and and, without limiting Seller’s rights under Section 4.7, Seller shall operate the Generating Facility accordingly. (b) Seller shall cause an initial or new (as applicable) Generation Forecast to be furnished to Buyer if Seller failed to furnish an initial Generation Forecast by the Generation Forecast Deadline applicable thereto according to Section 7.1(c)(i) or the then-current Generation Forecast is in error or there is or, to Seller’s knowledge, will be a Unit Contingency or other event, occurrence, condition, circumstance or action that, singularly or in combination, (i) reduces, interrupts or increases, or will reduce or interrupt or will increase, any delivery of Delivered Energy to Buyer or (ii) otherwise causes, or will cause, the Generation Forecast then in effect to be inaccurate in any material respect. Each such Generation Forecast shall reflect fully the changed circumstances since the submission of the prior Generation Forecast and state the reason(s) for each modification to the prior Generation Forecast. A new Generation Forecast delivered in accordance with this Section 7.1(b) and the other requirements of this Agreement shall supersede and replace for all purposes the Generation Forecast in effect prior to the delivery of the new Generation Forecast. Any initial or new Generation Forecast to be provided pursuant to this Section 7.1(b) shall be provided on a rolling basis consistent with the applicable Balancing Authority’s forecasting requirements. (i) Seller shall cause Generation Forecasts to be furnished to Buyer, by electronic mail to Buyer’s next-day scheduling desk or other electronic transmission acceptable to Buyer in its reasonable discretion, no later than four (4) hours before the deadline for day-ahead tags, schedules, offers and bids applicable to the earliest MISO Settlement Interval included in such Generation Forecast, as set by the largest Balancing Authority that, as of such time, includes the Delivery Portion (“Generation Forecast Deadline”). (ii) If Seller has caused a Generation Forecast to be submitted and is required to cause a new Generation Forecast to be furnished under Section 7.1(b), such Generation Forecast shall be furnished (utilizing the same methodology as specified in the first sentence of Section 7.1(c)(i) for the initial Generation Forecast) immediately after the occurrence (or, to the extent that Seller has prior knowledge thereof, promptly after it has knowledge) of the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast; provided, however, that if a Generation Forecast for any interval is furnished after the Generation Forecast Deadline applicable to such interval, Seller shall transmit any required emails to Buyer’s current-day scheduling desk in addition to Buyer’s next-day scheduling desk and also contact Xxxxx’s scheduling representative telephonically at Buyer’s current-day scheduling desk at the telephone number set forth in Schedule 19.1 and advise such representative of the existence of such Generation Forecast and any modifications relative to the prior Generation Forecast.

Forecasting. (a) Seller shall cause the Forecaster to provide (at Seller’s sole expense) to Buyer a generation forecast for the Generating Facility for the immediately succeeding Day in intervals corresponding to the MISO Settlement Intervals for the MISO Market that has the shortest MISO Settlement Intervals (each a “Generation Forecast”), setting forth, with respect to each such interval, (i) the forecasted amount of Delivered Energy during such interval and (ii) if such forecasted amount is less than the maximum Contract Energy that could be generated by the Generating Facility at such time as a result of (A) any curtailment pursuant to Section 7.4, (B) a Reliability Curtailment, (C) the limit of the Maximum Delivered Contract Energy or (D) any other cause, the amount and cause of such limitation. The forecasted amounts of Delivered Energy and any limitation amounts set forth in each Generation Forecast in respect of any interval shall be the Forecaster’s reasonable best estimate of the amount of the Delivered Energy during such interval. Seller shall cause the Forecaster to prepare all such estimates in good faith and following Accepted Industry PracticesPractices and without regard to Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity, including taking into account the operating condition of the Generating Facility, auxiliary load(s), insolation, temperature and relative humidity conditions, losses, availability of and other circumstances relating to electric transmission and other relevant factors at such time. Seller acknowledges and agrees that the amount of the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity shall not act as a cap on or otherwise affect Seller’s estimation of the amount of forecasted Delivered Energy at any time. Seller acknowledges and agrees that at no time during the Delivery Term may the Delivered Energy ever exceed the Maximum Delivered Contract Energy, and Seller shall operate the Generating Facility accordingly. (b) Seller shall cause an initial or new (as applicable) Generation Forecast to be furnished to Buyer if Seller failed to furnish an initial Generation Forecast by the applicable Generation Forecast Deadline applicable thereto according to under Section 7.1(c)(i) or the then-current Generation Forecast is in error or there is or, to Seller’s knowledge, will be a Unit Contingency or other event, occurrence, condition, circumstance or action that, singularly or in combination, (i) reduces, interrupts or increases, or will reduce or interrupt or will increase, any delivery of Delivered Energy to Buyer or (ii) otherwise causes, or will cause, the Generation Forecast then in effect to be inaccurate in any material respect. Each such Generation Forecast shall reflect fully the changed circumstances since the submission of the prior Generation Forecast and state the reason(s) for each modification to the prior Generation Forecast. A , shall be furnished immediately after the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast delivered in accordance with this Section 7.1(b) and the other requirements of this Agreement shall supersede and replace for all purposes the Generation Forecast in effect prior (or, to the delivery of the new Generation Forecast. Any initial or new Generation Forecast to be provided pursuant to this Section 7.1(b) extent that Seller has prior knowledge thereof, promptly after it has knowledge), and shall be provided on a rolling basis consistent with the applicable Balancing Authority’s forecasting requirements. A new Generation Forecast in compliance with this Agreement shall supersede the immediately prior Generation Forecast. (i) Seller shall cause Generation Forecasts to be furnished to Buyer, by electronic mail to Buyer’s next-day scheduling desk or other electronic transmission acceptable to Buyer in its reasonable discretion, no later than four (4) hours before the deadline for day-ahead tags, schedules, offers and bids applicable to the earliest MISO Settlement Interval included in such Generation Forecast, as set by the largest Balancing Authority that, as of such time, includes the Delivery Portion (“Generation Forecast Deadline”). (ii) If Seller has caused a Generation Forecast to be submitted and is required to cause a new Generation Forecast to be furnished under Section 7.1(b), such Generation Forecast shall be furnished (utilizing the same methodology as specified in the first sentence of Section 7.1(c)(i) for the initial Generation Forecast) immediately after the occurrence (or, to the extent that Seller has prior knowledge thereof, promptly after it has knowledge) of the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast; provided, however, that if a Generation Forecast for any interval is furnished after the Generation Forecast Deadline applicable to such interval, Seller shall transmit any required emails to Buyer’s current-day scheduling desk in addition to Buyer’s next-day scheduling desk and also contact Xxxxx’s scheduling representative telephonically at Buyer’s current-current- day scheduling desk at the telephone number set forth in Schedule 19.1 and advise such representative of the existence of such Generation Forecast and any modifications relative to the prior Generation Forecast.

Forecasting. (a) Seller During the term of this Agreement, not less than *** days prior to the first day of each calendar quarter, ViroPharma shall cause the Forecaster to provide (at Seller’s sole expense) to Buyer Xellia with a generation rolling *** quarter forecast for its purchases of the Generating Facility for Product (the immediately succeeding Day in intervals corresponding to the MISO Settlement Intervals for the MISO Market that has the shortest MISO Settlement Intervals (each a “Generation Forecast”), setting forth, with respect to each such interval, (i) the forecasted amount of Delivered Energy during such interval and (ii) if such forecasted amount is less than the maximum Contract Energy that could be generated by the Generating Facility . Each Forecast shall represent ViroPharma’s best estimate at such time as a result of (A) any curtailment pursuant to Section 7.4, (B) a Reliability Curtailment, (C) the limit of the Maximum Delivered Contract Energy or (D) any other cause, the amount and cause of its Product requirements from Xellia for such limitation. The forecasted amounts of Delivered Energy and any limitation amounts set forth in each Generation Forecast in respect of any interval shall be the Forecaster’s reasonable best estimate of the amount of the Delivered Energy during such interval. Seller shall cause the Forecaster to prepare all such estimates in good faith and following Accepted Industry Practices, including taking into account the operating condition of the Generating Facility, auxiliary load(s), insolation, temperature and relative humidity conditions, losses, availability of and other circumstances relating to electric transmission and other relevant factors at such time. Seller acknowledges and agrees that the amount of the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity shall not act as a cap on or otherwise affect Seller’s estimation of the amount of forecasted Delivered Energy at any time. Seller acknowledges and agrees that at no time during the Delivery Term may the Delivered Energy ever exceed the Maximum Delivered Contract Energy, and Seller shall operate the Generating Facility accordingly. (b) Seller shall cause an initial or new (as applicable) Generation Forecast to be furnished to Buyer if Seller failed to furnish an initial Generation Forecast by the Generation Forecast Deadline applicable thereto according to Section 7.1(c)(i) or the then-current Generation Forecast is in error or there is or, to Seller’s knowledge, will be a Unit Contingency or other event, occurrence, condition, circumstance or action that, singularly or in combination, (i) reduces, interrupts or increases, or will reduce or interrupt or will increase, any delivery of Delivered Energy to Buyer or (ii) otherwise causes, or will cause, the Generation Forecast then in effect to be inaccurate in any material respect. Each such Generation Forecast shall reflect fully the changed circumstances since the submission of the prior Generation Forecast and state the reason(s) for each modification to the prior Generation Forecast. A new Generation Forecast delivered in accordance with this Section 7.1(b) and the other requirements of this Agreement shall supersede and replace for all purposes the Generation Forecast in effect prior to the delivery of the new Generation Forecast. Any initial or new Generation Forecast to be provided pursuant to this Section 7.1(b) shall be provided on a rolling basis consistent with the applicable Balancing Authority’s forecasting requirements. (i) Seller shall cause Generation Forecasts to be furnished to Buyer, by electronic mail to Buyer’s next-day scheduling desk or other electronic transmission acceptable to Buyer in its reasonable discretion, no later than four (4) hours before the deadline for day-ahead tags, schedules, offers and bids applicable to the earliest MISO Settlement Interval included in such Generation Forecast, as set by the largest Balancing Authority that, as of such time, includes the Delivery Portion (“Generation Forecast Deadline”). (ii) If Seller has caused a Generation Forecast to be submitted and is required to cause a new Generation Forecast to be furnished under Section 7.1(b), such Generation Forecast shall be furnished (utilizing the same methodology as specified in the first sentence of Section 7.1(c)(i) for the initial Generation Forecast) immediately after the occurrence (or, to the extent that Seller has prior knowledge thereof, promptly after it has knowledge) of the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast*** month period; provided, however, that if the Forecasts (i) are for the convenience of Xellia only, (ii) shall not constitute firm purchase or shipping orders, and (iii) shall not be binding upon, or create any obligation or liability with respect to, ViroPharma. Within *** days of ViroPharma’s submittal of each Forecast, Xellia will either confirm its acceptance of the Forecast or submit a Generation revised forecast, indicating delivery dates acceptable to Xellia. The parties agree that the purpose of this process is to accommodate both ViroPharma’s Product requirements and Xellia’s manufacturing processes and business planning, and that they will discuss in good faith and reach agreement upon, a revised forecast. The first calendar quarter of such revised forecast, or the first calendar quarter of a Forecast accepted by Xellia without revision, will be referred to herein as the “Accepted Forecast”. Once a Forecast is accepted for a given calendar quarter, ViroPharma may alter its forecasted Product requirements for any interval calendar quarter (except the *** quarter for which a binding Purchase Order is furnished after required pursuant to Section 14) in a succeeding Forecast and Xellia may accept such new Forecast or respond with a proposed revised forecast, which will be discussed and agreed to between the Generation parties using the process described above (which shall thereupon become the new “Accepted Forecast”). (b) In the event that the parties are unable to agree on a revised forecast, and Xellia in good faith indicates that it cannot meet the relevant Forecast Deadline applicable proposed by ViroPharma, the parties agree to such interval, Seller shall transmit refer the matter to their respective senior managements. If Xellia is unable to supply ViroPharma’s requirements for Product for any required emails to Buyer’s current-day scheduling desk in addition to Buyer’s next-day scheduling desk and also contact Xxxxx’s scheduling representative telephonically at Buyer’s current-day scheduling desk at the telephone number calendar quarter as set forth in Schedule 19.1 a Forecast, then notwithstanding the requirements of Section 9(a) above, (a) ViroPharma shall be permitted to purchase from a third party an amount of Product equal to*** as reflected in such Forecast less the amount of Product that Xellia indicates ***, and advise (b) such representative amount of the existence Product shall be counted toward ViroPharma’s purchase requirements under Section 9(a) and Section 14(a) of such Generation Forecast and any modifications relative to the prior Generation Forecastthis Agreement.

Forecasting. (a) Seller shall cause the Forecaster to provide (at Seller’s sole expense) to Buyer a generation forecast for the Generating Facility for the immediately succeeding Day in intervals corresponding to the MISO Settlement Intervals for the MISO Market that has the shortest MISO Settlement Intervals (each a “Generation Forecast”), setting forth, with respect to each such interval, (i) the forecasted amount of Delivered Energy during such interval and (ii) if such forecasted amount is less than the maximum Contract Energy that could be generated by the Generating Facility at such time as a result of (A) any curtailment pursuant to Section 7.4, (B) a Reliability Curtailment, (C) the limit of the Maximum Delivered Contract Energy or (D) any other cause, the amount and cause of such limitation. The forecasted amounts of Delivered Energy and any limitation amounts set forth in each Generation Forecast in respect of any interval shall be the Forecaster’s reasonable best estimate of the amount of the Delivered Energy during such interval. Seller shall cause the Forecaster to prepare all such estimates in good faith and following Accepted Industry Practices, including taking into account the operating condition of the Generating Facility, auxiliary load(s), insolation, temperature and relative humidity conditions, losses, availability of and other circumstances relating to electric transmission and other relevant factors at such time. Seller acknowledges and agrees that the amount of the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity and Minimum Three Contract Year Energy Quantity shall not act as a cap on or otherwise affect Seller’s estimation of the amount of forecasted Delivered Energy at any time. Seller acknowledges and agrees that at no time during the Delivery Term may the Delivered Energy ever exceed the Maximum Delivered Contract Energy, and and, without limiting Seller’s rights under Section 4.7, Seller shall operate the Generating Facility accordingly. (b) Seller shall cause an initial or new (as applicable) Generation Forecast to be furnished to Buyer if Seller failed to furnish an initial Generation Forecast by the Generation Forecast Deadline applicable thereto according to Section 7.1(c)(i) or the then-current Generation Forecast is in error or there is or, to Seller’s knowledge, will be a Unit Contingency or other event, occurrence, condition, circumstance or action that, singularly or in combination, (i) reduces, interrupts or increases, or will reduce or interrupt or will increase, any delivery of Delivered Energy to Buyer or (ii) otherwise causes, or will cause, the Generation Forecast then in effect to be inaccurate in any material respect. Each such Generation Forecast shall reflect fully the changed circumstances since the submission of the prior Generation Forecast and state the reason(s) for each modification to the prior Generation Forecast. A new Generation Forecast delivered in accordance with this Section 7.1(b) and the other requirements of this Agreement shall supersede and replace for all purposes the Generation Forecast in effect prior to the delivery of the new Generation Forecast. Any initial or new Generation Forecast to be provided pursuant to this Section 7.1(b) shall be provided on a rolling basis consistent with the applicable Balancing Authority’s forecasting requirements. (i) Seller shall cause Generation Forecasts to be furnished to Buyer, by electronic mail to Buyer’s next-day scheduling desk or other electronic transmission acceptable to Buyer in its reasonable discretion, no later than four (4) hours before the deadline for day-ahead tags, schedules, offers and bids applicable to the earliest MISO Settlement Interval included in such Generation Forecast, as set by the largest Balancing Authority that, as of such time, includes the Delivery Portion (“Generation Forecast Deadline”). (ii) If Seller has caused a Generation Forecast to be submitted and is required to cause a new Generation Forecast to be furnished under Section 7.1(b), such Generation Forecast shall be furnished (utilizing the same methodology as specified in the first sentence of Section 7.1(c)(i) for the initial Generation Forecast) immediately after the occurrence (or, to the extent that Seller has prior knowledge thereof, promptly after it has knowledge) of the event, occurrence, condition, circumstance or action giving rise to such new Generation Forecast; provided, however, that if a Generation Forecast for any interval is furnished after the Generation Forecast Deadline applicable to such interval, Seller shall transmit any required emails to Buyer’s current-day scheduling desk in addition to Buyer’s next-day scheduling desk and also contact XxxxxBuyer’s scheduling representative telephonically at Buyer’s current-day scheduling desk at the telephone number set forth in Schedule 19.1 and advise such representative of the existence of such Generation Forecast and any modifications relative to the prior Generation Forecast.