Common use of Plant Maintenance Clause in Contracts

Plant Maintenance. (a) The Parties agree to coordinate planned maintenance schedules for the temporary operational removal of the Facility from service to perform work on specific components in accordance with a pre-planned operations schedule, such as for a planned annual overhaul, inspections, or testing of specific equipment of the Facility. Seller agrees to provide its proposed planned maintenance schedule for the next Calendar Year by October 1st of each Calendar Year. By October 31 of such Calendar Year, Buyer shall notify Seller in writing whether Seller’s planned maintenance schedule is acceptable. If Buyer does not accept a particular planned maintenance period scheduled by Seller, Buyer shall advise Seller of the time period closest to the planned period when the outage can be scheduled. Seller shall schedule outages only during periods approved by Buyer, and such approval shall not be unreasonably withheld (each a “Scheduled Outage”). Once the schedule for the maintenance plan has been established and approved, either Party requesting a subsequent change in such schedule, except when the change is due to Force Majeure, must obtain approval for such change from the other Party, such approval not to be unreasonably withheld. Seller shall plan Scheduled Outages for the Facility in accordance with Good Utility Practice, and the Parties acknowledge that Good Utility Practice shall dictate when Scheduled Outages occur. Seller shall use its reasonable commercial efforts in accordance with Good Utility Practice to not plan Scheduled Outages during the following periods: June 1 through September 30. Scheduled Outages, in aggregate, shall not exceed seven (7) days during any Contract Year. (b) If Seller needs or desires to schedule a Maintenance Outage of the Facility, Seller shall notify Buyer, as far in advance as reasonable and practicable under the circumstances, of such proposed Maintenance Outage, and the Parties shall plan such outage to mutually accommodate the reasonable requirements of Seller and delivery expectations of Buyer. Notice of a proposed Maintenance Outage shall include the expected start date of the outage, the amount of output of the Facility that will not be available and the expected completion date of the outage. Buyer may request reasonable modifications in the schedule for the outage. Subject to its operational and maintenance needs, Seller shall comply with such requests to reschedule a Maintenance Outage. If rescheduled, Seller will notify Buyer of any subsequent changes in the output that shall not be available to Buyer and any changes in the ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 30 of 150 Maintenance Outage completion date. As soon as practicable, any such notifications given orally shall be confirmed in writing. (c) Seller shall promptly provide to Buyer an oral report of all outages, Emergency Conditions, de-ratings, major limitations, or restrictions affecting the Facility, which report shall include the cause of such restriction, amount of generation from the Facility that will not be available because of such restriction, and the expected date that the Facility will return to normal operations. Seller shall update such report as necessary to advise Buyer of any materially changed circumstances relating to the aforementioned restrictions. As soon as practicable, all oral reports shall be confirmed in writing. Seller shall promptly dispatch personnel to perform the necessary repairs or corrective action in an expeditious and safe manner in accordance with Good Utility Practice. (d) Seller shall act in a commercially reasonable manner to maximize the output of the Facility to generate the Net Energy and to minimize the occurrence, extent, and duration of any event adversely affecting the generation of the Net Energy, in each case consistent with Good Utility Practice.

Plant Maintenance. (a) The Parties agree to coordinate planned maintenance schedules for the temporary operational removal of the Facility from service to perform work on specific components in accordance with a pre-planned operations schedule, such as for a planned annual overhaul, inspections, or testing of specific equipment of the Facility. Seller agrees to provide its proposed planned maintenance schedule for the next Calendar Year by October 1st of each Calendar Year. By October 31 of such Calendar Year, Buyer shall notify Seller in writing whether Seller’s planned maintenance schedule is acceptable. If Buyer does not accept a particular planned maintenance period scheduled by Seller, Buyer shall advise Seller of the time period closest to the planned period when the outage can be scheduled. Seller shall schedule outages only during periods approved by Buyer, and such approval shall not be unreasonably withheld (each a “Scheduled Outage”). Once the schedule for the maintenance plan has been established and approved, either Party requesting a subsequent change in such schedule, except when the change is due to Force Majeure, must obtain approval for such change from the other Party, such approval not to be unreasonably withheld. Seller shall plan Scheduled Outages for the Facility in accordance with Good Utility Practice, and the Parties acknowledge that Good Utility Practice shall dictate when Scheduled Outages occur. Seller shall use its reasonable commercial efforts in accordance with Good Utility Practice to not plan Scheduled Outages during the following periods: June 1 through September 30. Scheduled Outages, in aggregate, shall not exceed seven (7) days during any Contract Year. (b) If Seller needs or desires to schedule a Maintenance Outage of the Facility, Seller shall notify Buyer, as far in advance as reasonable and practicable under the circumstances, of such proposed Maintenance Outage, and the Parties shall plan such outage to mutually accommodate the reasonable requirements of Seller and delivery expectations of Buyer. Notice of a proposed Maintenance Outage shall include the expected start date of the outage, the amount of output of the Facility that will not be available and the expected completion date of the outage. Buyer may request reasonable modifications in the schedule for the outage. Subject to its operational and maintenance needs, Seller shall comply with such requests to reschedule a Maintenance Outage. If rescheduled, Seller will notify Buyer of any subsequent changes in the output that shall not be available to Buyer and any changes in the ELECTRONICALLY FILED - 2021 June 7 6:26 2019 September 20 5:06 PM - SCPSC - Docket # 20212019-88184-E - Page 30 29 of 150 66 Maintenance Outage completion date. As soon as practicable, any such notifications given orally shall be confirmed in writing. (c) Seller shall promptly provide to Buyer an oral report of all outages, Emergency Conditions, de-ratings, major limitations, or restrictions affecting the Facility, which report shall include the cause of such restriction, amount of generation from the Facility that will not be available because of such restriction, and the expected date that the Facility will return to normal operations. Seller shall update such report as necessary to advise Buyer of any materially changed circumstances relating to the aforementioned restrictions. As soon as practicable, all oral reports shall be confirmed in writing. Seller shall promptly dispatch personnel to perform the necessary repairs or corrective action in an expeditious and safe manner in accordance with Good Utility Practice. (d) Seller shall act in a commercially reasonable manner to maximize the output of the Facility to generate the Net Energy and to minimize the occurrence, extent, and duration of any event adversely affecting the generation of the Net Energy, in each case consistent with Good Utility Practice.

Plant Maintenance. (a) The Parties agree to coordinate discuss coordinating planned maintenance schedules for the temporary operational removal of the Facility from service to perform work on specific components in accordance with a pre-planned operations schedule, such as for a planned annual overhaul, inspections, or testing of specific equipment of the Facility. Seller agrees to provide its proposed planned maintenance schedule for the next Calendar Year by October 1st of each Calendar Year. By October 31 of such Calendar Year, Buyer shall notify Seller in writing whether Seller’s 's planned maintenance schedule is acceptable. If Buyer does not accept a particular planned maintenance period scheduled by Seller, Buyer shall advise Seller of the time period closest to the planned period when the outage can be scheduled. Seller shall schedule outages only during periods approved by Buyer, and such approval shall not be unreasonably withheld (each a “"Scheduled Outage”"). Once the schedule for the maintenance plan has been established and approved, either Party requesting a subsequent change in such schedule, except when the change is due to Force Majeure, must obtain approval for such change from the other Party, such approval not to be unreasonably withheld. Seller shall plan Scheduled Outages for the Facility in accordance with Good Utility Practice, and the Parties acknowledge that Good Utility Practice shall dictate when Scheduled Outages occur. Seller shall use its reasonable commercial efforts in accordance with Good Utility Practice to not plan Scheduled Outages during the following periods: June 1 through September 30. Scheduled Outages, in aggregate, shall not exceed seven (7) days during any Contract Year. (b) If Seller needs or desires to schedule a Maintenance Outage of the Facility, Seller shall notify Buyer, as far in advance as reasonable and practicable under the circumstances, of such proposed Maintenance Outage, and the Parties shall plan such outage to mutually accommodate the reasonable requirements of Seller and delivery expectations of Buyer. Notice of a proposed Maintenance Outage shall include the expected start date of the outage, the amount of output of the Facility that will not be available and the expected completion date of the outage. Buyer may request reasonable modifications in the schedule for the outage. Subject to its operational and maintenance needs, Seller shall comply with such requests to reschedule a Maintenance Outage. If rescheduled, Seller will shall notify Buyer of any subsequent changes in the output that shall will not be available to Buyer and any changes in the ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 30 of 150 Maintenance Outage completion date. As soon as practicable, any such notifications given orally shall be confirmed in writing. (c) Seller shall promptly provide to Buyer an oral report of all outages, Emergency Conditions, de-ratings, major limitations, or restrictions affecting the Facility, which report shall include the cause of such restriction, amount of generation from the Facility that will not be available because of such restriction, and the expected date that the Facility will return to normal operations. Seller shall update such report as necessary to advise Buyer of any materially changed circumstances relating to the aforementioned restrictions. As soon as practicable, all oral reports shall be confirmed in writing. Seller shall promptly dispatch personnel to perform the necessary repairs or corrective action in an expeditious and safe manner in accordance with Good Utility Practice. (d) Seller shall act in a commercially reasonable manner to maximize the output of the Facility to generate the Net Energy and to minimize the occurrence, extent, and duration of any event adversely affecting the generation of the Net Energy, in each case consistent with Good Utility Practice.

Plant Maintenance. (a) The Parties agree to coordinate discuss coordinating planned maintenance schedules for the temporary operational removal of the Facility from service to perform work on specific components in accordance with a pre-planned operations schedule, such as for a planned annual overhaul, inspections, or testing of specific equipment of the Facility. Seller agrees to provide its proposed planned maintenance schedule for the next Calendar Year by October 1st 1" of each Calendar Year. By October 31 of such Calendar Year, Buyer shall notify Seller in writing whether Seller’s 's planned maintenance schedule is acceptable. If Buyer does not accept a particular planned maintenance period scheduled by Seller, Buyer shall advise Seller of the time period closest to the planned period when the outage can be scheduled. Seller shall schedule outages only during periods approved by Buyer, and such approval shall not be unreasonably withheld (each a “"Scheduled Outage”"). Once the schedule for the maintenance plan has been established and approved, either Party requesting a subsequent change in such schedule, except when the change is due to Force Majeure, must obtain approval for such change from the other Party, such approval not to be unreasonably withheld. Seller shall plan Scheduled Outages for the Facility in accordance with Good Utility Practice, and the Parties acknowledge that Good Utility Practice shall dictate when Scheduled Outages occur. Seller shall use its reasonable commercial efforts in accordance with Good Utility Practice to not plan Scheduled Outages during the following periods: June 1 through September 30. Scheduled Outages, in aggregate, shall not exceed seven (7) days during any Contract Year. (b) If Seller needs or desires to schedule a Maintenance Outage of the Facility, Seller shall notify Buyer, as far in advance as reasonable and practicable under the circumstances, of such proposed Maintenance Outage, and the Parties shall plan such outage to mutually accommodate the reasonable requirements of Seller and delivery expectations of Buyer. Notice of a proposed Maintenance Outage shall include the expected start date of the outage, the amount of output of the Facility that will not be available and the expected completion date of the outage. Buyer may request reasonable modifications in the schedule for the outage. Subject to its operational and maintenance needs, Seller shall comply with such requests to reschedule a Maintenance Outage. If rescheduled, Seller will shall notify Buyer of any subsequent changes in the output that shall will not be available to Buyer and any changes in the ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 30 of 150 Maintenance Outage completion date. As soon as practicable, any such notifications given orally shall be confirmed in writing. (c) Seller shall promptly provide to Buyer an oral report of all outages, Emergency Conditions, de-ratings, major limitations, or restrictions affecting the Facility, which report shall include the cause of such restriction, amount of generation from the Facility that will not be available because of such restriction, and the expected date that the Facility will return to normal operations. Seller shall update such report as necessary to advise Buyer of any materially changed circumstances relating to the aforementioned restrictions. As soon as practicable, all oral reports shall be confirmed in writing. Seller shall promptly dispatch personnel to perform the necessary repairs or corrective action in an expeditious and safe manner in accordance with Good Utility Practice. (d) Seller shall act in a commercially reasonable manner to maximize the output of the Facility to generate the Net Energy and to minimize the occurrence, extent, and duration of any event adversely affecting the generation of the Net Energy, in each case consistent with Good Utility Practice.

Plant Maintenance. (a) The Parties agree to coordinate discuss coordinating planned maintenance schedules for the temporary operational removal of the Facility from service to perform work on specific components in accordance with a pre-planned operations schedule, such as for a planned annual overhaul, inspections, or testing of specific equipment of the Facility. Seller agrees to provide its proposed planned maintenance schedule for the next Calendar Year by October 1st of each Calendar Year. By October 31 of such Calendar Year, Buyer shall notify Seller in writing whether Seller’s 's planned maintenance schedule is acceptable. If Buyer does not accept a particular planned maintenance period scheduled by Seller, Buyer shall advise Seller of the time period closest to the planned period when the outage can be scheduled. Seller shall schedule outages only during periods approved by Buyer, and such approval shall not be unreasonably withheld (each a “Scheduled Outage”). Once the schedule for the maintenance plan has been established and approved, either Party requesting a subsequent change in such schedule, except when the change is due to Force Majeure, must obtain approval for such change from the other Party, such approval not EXECUTION VERSION month's average-day energy production to be unreasonably withheldgenerated by the Facility and delivered to Buyer during the following Calendar Year, including the time, duration and magnitude of any scheduled maintenance period(s) or reductions in Net Energy to be delivered to Buyer. This forecast shall include an expected range of uncertainty based on historical operating experience. Seller shall plan Scheduled Outages update the forecast for each month at least five (5) Business Days before the Facility in accordance with Good Utility Practicefirst Business Day of such month. In addition, and the Parties acknowledge that Good Utility Practice shall dictate when Scheduled Outages occur. Seller shall use its reasonable commercial efforts update a forecast at any time information becomes available indicating a change in accordance with Good Utility Practice the forecast relative to not plan Scheduled Outages during the following periods: June 1 through September 30. Scheduled Outages, in aggregate, shall not exceed seven (7) days during any Contract Yearmost previously provided forecast. (b) If Seller needs shall provide or desires cause to schedule be provided to Buyer a Maintenance Outage copy of a rolling one hundred and twenty (120) hour forecast of the expected Net Energy production from the Facility, Seller shall notify Buyerby hour, as far in advance as reasonable and practicable under the circumstances, of such proposed Maintenance Outage, and the Parties shall plan such outage to mutually accommodate the reasonable requirements of Seller and delivery expectations of Buyerfor each upcoming five (5] day period. Notice of a proposed Maintenance Outage This forecast shall include an expected range of uncertainty based on historical operating experience. On or before 0600 Eastern Prevailing Time on the expected start date of Business Day immediately preceding the outage, the amount of output of the Facility that will not day on which Net Energy is to be available and the expected completion date of the outage. Buyer may request reasonable modifications in the schedule for the outage. Subject to its operational and maintenance needsdelivered, Seller shall comply provide Buyer with such requests an hourly forecast of availability for each hour of the next day. A forecast provided on a day before any non-Business Day shall also include forecasts for each day to reschedule a Maintenance Outage. If rescheduled, Seller will notify Buyer of any subsequent changes in and including the output that shall not be available to Buyer and any changes in the ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 30 of 150 Maintenance Outage completion date. As soon as practicable, any such notifications given orally shall be confirmed in writing. (c) Seller shall promptly provide to Buyer an oral report of all outages, Emergency Conditions, de-ratings, major limitations, or restrictions affecting the Facility, which report shall include the cause of such restriction, amount of generation from the Facility that will not be available because of such restriction, and the expected date that the Facility will return to normal operationsnext Business Day. Seller shall update such report as necessary a forecast any time information becomes available indicating a change in the forecast of the Net Energy from the then-current forecast. The Parties shall cooperate to advise Buyer of any materially changed circumstances relating implement and use automatic forecast updates to the aforementioned restrictionsextent feasible. As soon Without limiting the foregoing, Buyer shall utilize availability data provided by Seller to create rolling forecast of expected Net Energy production, by hour, for the next forty-eight (48) hours. To the extent Seller provides such forecasts it shall prepare such forecasts and updates (or cause such forecasts and updates to be prepared) by utilizing a solar prediction model or service (a) that is commercially available or proprietary to Seller or an Affiliate of Seller, and (b) reasonably comparable to models or services commonly used in the solar energy industry and that reflect solar availability, so long as practicable, all oral reports shall be confirmed in writing. Seller shall promptly dispatch personnel to perform the necessary repairs such model or corrective action in an expeditious and safe manner in accordance with Good Utility Practice. (d) Seller shall act in service is available at a commercially reasonable manner to maximize the output of the Facility to generate the Net Energy and to minimize the occurrence, extent, and duration of any event adversely affecting the generation of the Net Energy, in each case consistent with Good Utility Practicecost.

Plant Maintenance. (a) The Parties agree to coordinate planned maintenance schedules for the temporary operational removal of the Facility from service to perform work on specific components in accordance with a pre-planned operations schedule, such as for a planned annual overhaul, inspections, or testing of specific equipment of the Facility. Seller agrees to provide its proposed planned maintenance schedule for the next Calendar Year by October 1st of each Calendar Year. By October 31 of such Calendar Year, Buyer shall notify Seller in writing whether Seller’s planned maintenance schedule is acceptable. If Buyer does not accept a particular planned maintenance period scheduled by Seller, Buyer shall advise Seller of the time period closest to the planned period when the outage can be scheduled. Seller shall schedule outages only during periods approved by Buyer, and such approval shall not be unreasonably withheld (each a “Scheduled Outage”). Once the schedule for the maintenance plan has been established and approved, either Party requesting a subsequent change in such schedule, except when the change is due to Force Majeure, must obtain approval for such change from the other Party, such approval not to be unreasonably withheld. Seller shall plan Scheduled Outages for the Facility in accordance with Good Utility Practice, and the Parties acknowledge that Good Utility Practice shall dictate when Scheduled Outages occur. Seller shall use its reasonable commercial efforts in accordance with Good Utility Practice to not plan Scheduled Outages during the following periods: June 1 through September 30. Scheduled Outages, in aggregate, shall not exceed seven (7) days during any Contract Year. (b) If Seller needs or desires to schedule a Maintenance Outage of the Facility, Seller shall notify Buyer, as far in advance as reasonable and practicable under the circumstances, of such proposed Maintenance Outage, and the Parties shall plan such outage to mutually accommodate the reasonable requirements of Seller and delivery expectations of Buyer. Notice of a proposed Maintenance Outage shall include the expected start date of the outage, the amount of output of the Facility that will not be available and the expected completion date of the outage. Buyer may request reasonable modifications in the schedule for the outage. Subject to its operational and maintenance needs, Seller shall comply with such requests to reschedule a Maintenance Outage. If rescheduled, Seller will notify Buyer of any subsequent changes in the output that shall not be available to Buyer and any changes in the ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 30 of 150 Maintenance Outage completion date. As soon as practicable, any such notifications given orally shall be confirmed in writing. (c) Seller shall promptly provide to Buyer an oral report of all outages, Emergency Conditions, de-ratings, major limitations, or restrictions affecting the Facility, which report shall include the cause of such restriction, amount of generation from the Facility that will not be available because of such restriction, and the expected date that the Facility will return to normal operations. Seller shall update such report as necessary to advise Buyer of any materially changed circumstances relating to the aforementioned restrictions. As soon as practicable, all oral reports shall be confirmed in writing. Seller shall promptly dispatch personnel to perform the necessary repairs or corrective action in an expeditious and safe manner in accordance with Good Utility Practice. (d) Seller shall act in a commercially reasonable manner to maximize the output of the Facility to generate the Net Energy and to minimize the occurrence, extent, and duration of any event adversely affecting the generation of the Net Energy, in each case consistent with Good Utility Practice.

Plant Maintenance. (a) The Parties agree to coordinate planned maintenance schedules for the temporary operational removal of the Facility from service to perform work on specific components in accordance with a pre-planned operations schedule, such as for a planned annual overhaul, inspections, or testing of specific equipment of the Facility. Seller agrees to provide its proposed planned maintenance schedule for the next Calendar Year by October 1st 1" of each Calendar Year. By October 31 of such Calendar Year, Buyer shall notify notif'y Seller in writing whether Seller’s 's planned maintenance schedule is acceptable. If Buyer does not accept a particular planned maintenance period scheduled by Seller, Buyer shall advise Seller of the time period closest to the planned period when the outage can be scheduled. Seller shall schedule outages only during periods approved by Buyer, and such approval shall not be unreasonably withheld (each a “"Scheduled Outage”"). Once the schedule for the maintenance plan has been established and approved, either Party requesting a subsequent change in such schedule, except when the change is due to Force Majeure, must obtain approval for such change from the other Party, such approval not to be unreasonably withheld. Seller shall plan Scheduled Outages for the Facility in accordance with Good Utility Practice, and the Parties acknowledge that Good Utility Practice shall dictate when Scheduled Outages occur. Seller shall use its reasonable commercial efforts in accordance with Good Utility Practice to not plan Scheduled Outages during the following periods: June june 1 through September 30. Scheduled Outages, in aggregate, shall not exceed seven (7) days during any Contract Year. (b) If Seller needs or desires to schedule a Maintenance Outage of the Facility, Seller shall notify Buyer, as far in advance as reasonable and practicable under the circumstances, of such proposed Maintenance Outage, and the Parties shall plan such outage to mutually accommodate the reasonable requirements of Seller and delivery expectations of Buyer. Notice of a proposed Maintenance Outage shall include the expected start date of the outage, the amount of output of the Facility that will not be available and the expected completion date of the outage. Buyer may request reasonable modifications in the schedule for the outage. Subject to its operational and maintenance needs, Seller shall comply with such requests to reschedule a Maintenance Outage. If rescheduled, Seller will notify Buyer of any subsequent changes in the output that shall not be available to Buyer and any changes in the ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 30 of 150 Maintenance Outage completion date. As soon as practicable, any such notifications given orally shall be confirmed in writing. (c) Seller shall promptly provide to Buyer an oral report of all outages, Emergency Conditions, de-ratings, major limitations, or restrictions affecting the Facility, which report shall include the cause of such restriction, amount of generation from the Facility that will not be available because of such restriction, and the expected date that the Facility will return to normal operations. Seller shall update such report as necessary to advise Buyer of any materially changed circumstances relating to the aforementioned restrictions. As soon as practicable, all oral reports shall be confirmed in writing. Seller shall promptly dispatch personnel to perform the necessary repairs or corrective action in an expeditious and safe manner in accordance with Good Utility Practice. (d) Seller shall act in a commercially reasonable manner to maximize the output of the Facility to generate the Net Energy and to minimize the occurrence, extent, and duration of any event adversely affecting the generation of the Net Energy, in each case consistent with Good Utility Practice.

Plant Maintenance. (a) The Parties agree to coordinate discuss coordinating planned maintenance schedules for the temporary operational removal of the Facility from service to perform work on specific components in accordance with a pre-planned operations schedule, such as for a planned annual overhaul, inspections, or testing of specific equipment of the Facility. Seller agrees to provide its proposed planned maintenance schedule for the next Calendar Year by October 1st 1" of each Calendar Year. By October 31 of such Calendar Year, Buyer shall notify Seller in writing whether Seller’s Seller"s planned maintenance schedule is acceptable. If Buyer does not accept a particular planned maintenance period scheduled by Seller, Buyer shall advise Seller of the time period closest to the planned period when the outage can be scheduled. Seller shall schedule outages only during periods approved by Buyer, and such approval shall not be unreasonably withheld (each a “"Scheduled Outage”"). Once the schedule for the maintenance plan has been established and approved, either Party requesting a subsequent change in such schedule, except when the change is due to Force Majeure, must obtain approval for such change from the other Party, such approval not to be unreasonably withheld. Seller shall plan Scheduled Outages for the Facility in accordance with Good Utility Practice, and the Parties acknowledge that Good Utility Practice shall dictate when Scheduled Outages occur. Seller shall use its reasonable commercial efforts in accordance with Good Utility Practice to not plan Scheduled Outages during the following periods: June 1 through September 30. Scheduled Outages, in aggregate, shall not exceed seven (7) days during any Contract Year. (b) If Seller needs or desires to schedule a Maintenance Outage of the Facility, Seller shall notify Buyer, as far in advance as reasonable and practicable under the circumstances, of such proposed Maintenance Outage, and the Parties shall plan such outage to mutually accommodate the reasonable requirements of Seller and delivery expectations of Buyer. Notice of a proposed Maintenance Outage shall include the expected start date of the outage, the amount of output of the Facility that will not be available and the expected completion date of the outage. Buyer may request reasonable modifications in the schedule for the outage. Subject to its operational and maintenance needs, Seller shall comply with such requests to reschedule a Maintenance Outage. If rescheduledIfrescheduled, Seller will shall notify Buyer of any subsequent changes in the output that shall will not be available to Buyer and any changes in the ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 30 of 150 Maintenance Outage completion date. As soon as practicable, any such notifications given orally shall be confirmed in writing. (c) Seller shall promptly provide to Buyer an oral report of all outages, Emergency Conditions, de-ratings, major limitations, or restrictions affecting the Facility, which report shall include the cause of such restriction, amount of generation from the Facility that will not be available because of such restriction, and the expected date that the Facility will return to normal operations. Seller shall update such report as necessary to advise Buyer of any materially changed circumstances relating to the aforementioned restrictions. As soon as practicable, all oral reports shall be confirmed in writing. Seller shall promptly dispatch personnel to perform the necessary repairs or corrective action in an expeditious and safe manner in accordance with Good Utility Practice. (d) Seller shall act in a commercially reasonable manner to maximize the output of the Facility to generate the Net Energy and to minimize the occurrence, extent, and duration of any event adversely affecting the generation of the Net Energy, in each case consistent with Good Utility Practice.