Common use of Scheduled Outage Clause in Contracts

Scheduled Outage. (a) Buyer and Seller shall cooperate to minimize Scheduled Outages during specified times of each calendar year (such periods, the “Major Maintenance Blockout”) in accordance with Prudent Utility Practices and this Section 4.4; provided that the Major Maintenance Blockout during any calendar year shall not exceed eighty-four (84) days, which number shall be prorated (i) for the calendar year during which the Commercial Operation Date occurs based on the number of days remaining in such calendar year as of the Commercial Operation Date, and (ii) the calendar year during which the Delivery Term expires or terminates based on the number of days occurring in such calendar year before such expiration or termination date. No later than thirty (30) days prior to the anticipated Commercial Operation Date and the commencement of each calendar year thereafter, Buyer shall provide Seller with its specified Major Maintenance Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. Seller shall attempt to minimize its Scheduled Outages during the Major Maintenance Blockout consistent with Prudent Utility Practices; provided that Seller shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major Maintenance Blockouts during such hours in which solar irradiance levels are insufficient to permit the production of Energy if such maintenance is permitted under the CAISO Tariff and conducted in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements of the Transmission Provider). No later than thirty (30) days prior to the anticipated Commercial Operation Date and the commencement of each calendar year thereafter, Seller shall provide Buyer with its non-binding written projection of all Scheduled Outages for the succeeding calendar year (the “Scheduled Outage Projection”) reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout. In addition, Seller shall cooperate in good faith with maintenance scheduling requests by Buyer’s Authorized Representative consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include information concerning all projected Scheduled Outages during such period, including (A) the anticipated start and end dates of each Scheduled Outage; (B) a description of the maintenance or repair work to be performed during the Scheduled Outage; and

Scheduled Outage. ‌ (a) Buyer and Seller shall cooperate to minimize Scheduled Outages during specified times certain consecutive or nonconsecutive weeks of the Stub Year and each calendar year Contract Year (such periods, not to exceed twelve (12) weeks per Contract Year) (the “Major Maintenance Blockout”) ), but in accordance with Prudent Utility Practices and this Section 4.4; provided that the Major Maintenance Blockout during any calendar year shall not exceed eighty-four (84) days, which number shall be prorated (i) for the calendar year during which the Commercial Operation Date occurs based on the number of days remaining in such calendar year as of the Commercial Operation Date, and (ii) the calendar year during which the Delivery Term expires or terminates based on the number of days occurring in such calendar year before such expiration or termination datePractices. No later than thirty one hundred twenty (30120) days prior to the anticipated scheduled Commercial Operation Date and the commencement of each calendar year Contract Year thereafter, Buyer shall provide Seller with its specified Major Maintenance Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. Seller shall attempt to minimize its Scheduled Outages during the Major Maintenance Blockout consistent with Prudent Utility Practices; provided that Seller shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major Maintenance Blockouts during such hours in which solar irradiance levels are insufficient to permit the production of Energy if such maintenance is permitted under the CAISO Tariff and conducted in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements of the Transmission Provider). No later than thirty sixty (3060) days prior to the anticipated scheduled Commercial Operation Date and the commencement of each calendar year Contract Year thereafter, Seller shall provide Buyer or Buyer’s Authorized Representative with its non-non- binding written projection of all Scheduled Outages for the succeeding calendar year three (3) years (the “Scheduled Outage Projection”) reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout. In addition, Seller shall cooperate in good faith with Buyer’s maintenance scheduling requests by Buyer’s Authorized Representative consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include information concerning all projected Scheduled Outages during such period, including (Ai) the anticipated start and end dates of each Scheduled Outage; (Bii) a description of the maintenance or repair work to be performed during the Scheduled Outage; and (iii) the anticipated MW capacity of the Facility, if any, during the Scheduled Outage. Seller shall notify Buyer or Buyer’s Authorized Representative of any change in the Scheduled Outage Projection as soon as practicable, but in no event later than thirty (30) days prior to the originally-scheduled date of the Scheduled Outage. Seller will use commercially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of Scheduled Outages and Seller will, to the extent consistent with Prudent Utility Practices, coordinate Scheduled Outages to coincide with planned transmission outages. In the event of a System Emergency, Seller shall make all reasonable efforts to reschedule any Scheduled Outage previously scheduled to occur during the System Emergency. (b) In the event of a Forced Outage affecting at least ten percent (10%) of the installed capacity of the Facility, to the extent practicable, Seller shall notify Buyer or Buyer’s Authorized Representative within two (2) hours after the commencement of the Forced Outage and, within seven (7) days thereafter, provide detailed information concerning the Forced Outage, including (i) the start and anticipated end dates of the Forced Outage; (ii) a description of the cause of the Forced Outage; (iii) a description of the maintenance or repair work to be performed during the Forced Outage; and (iv) the anticipated MW capacity of the Facility, if any, during the Forced Outage. Seller shall take all reasonable measures and exercise commercially reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages

Scheduled Outage. ‌ (a) Buyer and Seller shall cooperate to minimize Scheduled Outages during specified times certain consecutive or nonconsecutive weeks of each calendar year Contract Year (such periods, not to exceed twelve (12) weeks per Contract Year) (the “Major Maintenance Blockout”) ), but in accordance with Prudent Utility Practices and this Section 4.4; provided that the Major Maintenance Blockout during any calendar year shall not exceed eighty-four (84) days, which number shall be prorated (i) for the calendar year during which the Commercial Operation Date occurs based on the number of days remaining in such calendar year as of the Commercial Operation Date, and (ii) the calendar year during which the Delivery Term expires or terminates based on the number of days occurring in such calendar year before such expiration or termination datePractices. No later than thirty one hundred twenty (30120) days prior to the anticipated Commercial Operation Date and the commencement of each calendar year Contract Year thereafter, Buyer shall provide Seller with its specified Major Maintenance Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. Seller shall attempt to minimize its Scheduled Outages during the Major Maintenance Blockout consistent with Prudent Utility Practices; provided that Seller shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major Maintenance Blockouts during such hours in which solar irradiance levels are insufficient to permit the production of Energy if such maintenance is permitted under the CAISO Tariff and conducted in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements of the Transmission Provider). No later than thirty sixty (3060) days prior to the anticipated Commercial Operation Date and the commencement of each calendar year Contract Year thereafter, Seller shall provide Buyer or Buyer’s Agent with its non-binding written projection of all Scheduled Outages for the succeeding calendar year three (3) years (the “Scheduled Outage Projection”) reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout. In addition, Seller shall cooperate in good faith with use commercially reasonable efforts to accommodate Buyer’s reasonable maintenance scheduling requests by Buyer’s Authorized Representative consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include information concerning all projected Scheduled Outages during such period, including (Ai) the anticipated start and end dates of each Scheduled Outage; (Bii) a description of the maintenance or repair work to be performed during the Scheduled Outage; and (iii) the anticipated MW capacity, if any, during the Scheduled Outage. Seller shall notify Buyer or Buyer’s Agent of any change in the Scheduled Outage Projection as soon as practicable, but in no event later than thirty (30) days prior to the originally-scheduled date of the Scheduled Outage. Seller will use commercially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of Scheduled Outages and Seller will, to the extent consistent with Prudent Utility Practices, coordinate Scheduled Outages to coincide with planned transmission outages. In the event of a System Emergency, Seller shall make all reasonable efforts to reschedule any Scheduled Outage previously scheduled to occur during the System Emergency. (b) In the event of a Forced Outage affecting at least ten percent (10%) of the installed capacity of the Facility, to the extent practicable, Seller shall notify Buyer or Buyer’s Agent within two (2) hours after the commencement of the Forced Outage and, within seven (7) days thereafter, provide detailed information concerning the Forced Outage, including (i) the start and anticipated end dates of the Forced Outage; (ii) a description of the cause of the Forced Outage; (iii) a description of the maintenance or repair work to be performed during the Forced Outage; and (iv) the anticipated MW capacity, if any, during the Forced Outage. Seller shall take all reasonable measures and exercise commercially reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages

Scheduled Outage. (a) Buyer and Seller shall cooperate to minimize Scheduled Outages during specified times certain periods of each calendar year Contract Year specified by Buyer’s Authorized Representative (such periodsperiods of time, the “Major Maintenance Blockout”) ), but in accordance with Prudent Utility Practices and this Section 4.4; provided that the Major Maintenance Blockout during any calendar year shall not exceed eighty-four (84) days, which number shall be prorated (i) for the calendar year during which the Commercial Operation Date occurs based on the number of days remaining in such calendar year as of the Commercial Operation Date, and (ii) the calendar year during which the Delivery Term expires or terminates based on the number of days occurring in such calendar year before such expiration or termination datePractices. No later than thirty one-hundred twenty (30120) days prior to the anticipated Commercial Operation scheduled Commencement Date and the commencement of each calendar year Contract Year thereafter, Buyer shall provide Seller with its specified Major Maintenance Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. Seller shall attempt to minimize its Scheduled Outages during the Major Maintenance Blockout in a manner that is consistent with Prudent Utility Practices; provided that Seller shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major Maintenance Blockouts during such hours in which solar irradiance levels are insufficient to permit the production of Energy if such maintenance is permitted under the CAISO Tariff and conducted in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements of the Transmission Provider). No later than thirty sixty (3060) days prior to the anticipated Commercial Operation scheduled Commencement Date and the commencement of and, for each calendar year thereafter, no later than the deadline for providing the CAISO with proposed maintenance outages for the following year as described in the CAISO Tariff, Seller shall provide Buyer with its non-non- binding written projection of all Scheduled Outages for the succeeding three (3) calendar year years (the “Scheduled Outage Projection”) reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout. In addition, Seller shall cooperate in good faith with Buyer’s maintenance scheduling requests by Buyer’s Authorized Representative consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include information concerning all projected Scheduled Outages during such period, including (Ai) the anticipated start and end dates of each Scheduled Outage; (Bii) a description of the maintenance or repair work to be performed during the Scheduled Outage; and (iii) the anticipated MW capacity of operational capacity, if any, during the Scheduled Outage. Seller shall notify Buyer of any change in the Scheduled Outage Projection as soon as practicable, but in no event later than thirty (30) days prior to the originally scheduled date of the Scheduled Outage. Seller will use commercially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of Scheduled Outages and Seller will, to the extent consistent with Prudent Utility Practices, coordinate Scheduled Outages to coincide with planned transmission outages. In the event of a System Emergency, Seller shall make all reasonable efforts to reschedule any Scheduled Outage previously scheduled to occur during the System Emergency. (b) In addition to reporting outages to Buyer within any applicable time period for reporting outages under the CAISO Tariff and applicable rules and regulations of the CAISO, in the event of a Forced Outage, Seller shall notify Buyer within two (2) hours after the commencement of the Forced Outage and, within seven (7) days thereafter, provide detailed information concerning the Forced Outage, including (i) the start and anticipated end dates of the Forced Outage; (ii) a description of the cause of the Forced Outage; (iii) a description of the maintenance or repair work to be performed during the Forced Outage; and

Scheduled Outage. (a) Buyer Buyers’ Agent and Seller shall cooperate to minimize Scheduled Outages during specified times periods of time during each calendar year in accordance with Prudent Utility Practices and this Section 4.4 (such periods, the “Major Maintenance Blockout”) in accordance with Prudent Utility Practices and this Section 4.4); provided that the Major Maintenance Blockout during any calendar year shall not exceed eighty-four (84) days, which number shall be prorated (i) for the calendar year during which the Commercial Operation Date occurs occurs, based on the number of days remaining in such calendar year as of the Commercial Operation Date, and (ii) for the calendar year during which the Delivery Term expires or terminates terminates, based on the number of days occurring in such calendar year before such expiration or termination date. No later than thirty (30) days prior to the anticipated Commercial Operation Date and the commencement of each calendar year thereafter, Buyer Buyers’ Agent shall provide Seller with its the specified Major Maintenance Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. Seller shall attempt to minimize its Scheduled Outages during the Major Maintenance Blockout consistent with Prudent Utility Practices; provided that Seller shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major Maintenance Blockouts during such hours in which when solar irradiance levels are insufficient to permit the production of Energy Energy, if such maintenance is permitted under the CAISO Tariff and conducted in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements of the Transmission Provider). No later than thirty (30) days prior to the anticipated Commercial Operation Date Date, and the commencement of for each calendar year thereafter, no later than the deadline for providing the CAISO with proposed maintenance outages for the following year as described in the CAISO Tariff, Seller shall provide Buyer each Scheduler with its non-binding written projection of all Scheduled Outages for the succeeding calendar year (the “Scheduled Outage Projection”) reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout. In addition, Seller shall cooperate in good faith with maintenance scheduling requests by Buyer’s Authorized Representative Buyers’ Agent consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include information concerning all projected Scheduled Outages during such period, including (A) the anticipated start and end dates of each Scheduled Outage; (B) a description of the maintenance or repair work to be performed during the Scheduled Outage; and

Scheduled Outage. (a) Buyer and 9.10.1 The Seller shall cooperate to minimize not undertake Scheduled Outages during specified times in the Months of [May, June, July, August]. The Seller shall consult the [Purchaser][Grid System Operator] before developing the Scheduled Outage programme and shall carry out Scheduled Outage in accordance with the Scheduled Outage programme approved by the [Purchaser][Grid System Operator]. To the extent possible, the Scheduled Outages of individual WTGs shall be phased for minimising the reduction in the total available generation capacity of the Complex. 9.10.2 For each calendar year subsequent Operating Year, the Seller shall submit to the Purchaser its desired schedule of Scheduled Outage periods for the following Operating Year no later than [] Days prior to the beginning of such OperatingYear [DATE]. 9.10.3 The Purchaser shall notify the Seller within fourteen (such 14) Days following the receipt of the schedule for the Scheduled Outage periods in writing whether the requested Scheduled Outage periods are acceptable. 9.10.4 If the Purchaser cannot accept any of the requested Scheduled Outage periods, the “Major Maintenance Blockout”) in accordance with Prudent Utility Practices and this Section 4.4; provided that Purchaser shall advise the Major Maintenance Blockout during any calendar year shall not exceed eighty-four (84) days, which number Seller of a period when the Purchaser determines such unacceptable Scheduled Outage period can be rescheduled. Such rescheduled period shall be prorated (i) for as close as reasonably practicable to the calendar year during which requested period, shall comply with the Commercial Operation Date occurs based on the number of days remaining in such calendar year as of the Commercial Operation DateMinimum Functional Specifications, and (ii) shall be of equal duration as the calendar year during which the Delivery Term expires or terminates based on the number of days occurring in such calendar year before such expiration or termination date. No later than thirty (30) days prior to the anticipated Commercial Operation Date and the commencement of each calendar year thereafter, Buyer shall provide Seller with its specified Major Maintenance Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. requested period. 9.10.5 The Seller shall attempt conduct Scheduled Outages only during periods agreed to minimize its in writing by the Purchaser as aforesaid. 9.10.6 [Under no circumstances shall the Seller be permitted to schedule Scheduled Outages during the Major Maintenance Blockout consistent with Prudent Utility PracticesPeak Months specified in Schedule 1 -. The Purchaser may designate new Peak Months by giving notice to the Seller at least three (3) Months prior to the next Day by which the Seller must submit its proposed schedule of Scheduled Outage periods pursuant to Clause 9.5.1; provided, however, that the Purchaser may not designate more than three (3) Months each calendar Year as Peak Months; and provided further, that the Purchaser may not designate more than three (3) consecutive Months as Peak Months without the prior consent of the Seller.] 9.10.7 [Under no circumstances shall the Seller shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major Maintenance Blockouts during such hours in which solar irradiance levels are insufficient to permit the production of Energy if such maintenance is permitted under the CAISO Tariff and conducted in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements of the Transmission Provider). No later than thirty (30) days prior to the anticipated Commercial Operation Date and the commencement of each calendar year thereafter, Seller shall provide Buyer with its non-binding written projection of all schedule Scheduled Outages for more than one Unit at any given time; provided, however, that the succeeding calendar year (the “Seller may schedule a Scheduled Outage Projection”for the entire Plant at one time for up to twelve (12) reflecting hours per Operating Year subject to the Minimum Functional Specifications and the prior approval of the Operating Committee. Commencing with the Commercial Operations Date, the Seller may not schedule more than a minimized schedule total of scheduled maintenance during the Major Maintenance Blockout. In addition, Seller shall cooperate in good faith with maintenance scheduling requests by Buyer’s Authorized Representative consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include information concerning all projected [] Plant Hours of Scheduled Outages during such periodany Operating Year.] 9.10.8 The Purchaser may, including upon seven (A7) Days prior written notice, require the anticipated start and end dates of each Seller to reschedule a Scheduled Outage; (B) provided, however, that the Purchaser shall not request that such Scheduled Outage be rescheduled in a description of manner or time outside the maintenance or repair work to be performed during the Scheduled Outage; andMinimum Functional Specifications.

Scheduled Outage. (a) Buyer and Seller shall cooperate to minimize Scheduled Outages during specified times certain consecutive or nonconsecutive weeks of each calendar year Contract Year (such periods, not to exceed twelve (12) weeks per Contract Year) (the “Major Maintenance Blockout”) ), but in accordance with Prudent Utility Practices and this Section 4.4; provided that the Major Maintenance Blockout during any calendar year shall not exceed eighty-four (84) days, which number shall be prorated (i) for the calendar year during which the Commercial Operation Date occurs based on the number of days remaining in such calendar year as of the Commercial Operation Date, and (ii) the calendar year during which the Delivery Term expires or terminates based on the number of days occurring in such calendar year before such expiration or termination datePractices. No later than thirty one hundred twenty (30120) days prior to the anticipated Commercial Operation Date and the commencement of each calendar year Contract Year thereafter, Buyer shall provide Seller with its specified Major Maintenance Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. Seller shall attempt to minimize its Scheduled Outages during the Major Maintenance Blockout consistent with Prudent Utility Practices; provided that Seller shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major Maintenance Blockouts during such hours in which solar irradiance levels are insufficient to permit the production of Energy if such maintenance is permitted under the CAISO Tariff and conducted in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements of the Transmission Provider). No later than thirty sixty (3060) days prior to the anticipated Commercial Operation Date and the commencement of each calendar year Contract Year thereafter, Seller shall provide Buyer or Buyer’s Agent with its non-binding written projection of all Scheduled Outages for the succeeding calendar year three (3) years (the “Scheduled Outage Projection”) reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout. In addition, Seller shall cooperate in good faith with Buyer’s maintenance scheduling requests by Buyer’s Authorized Representative consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include information concerning all projected Scheduled Outages during such period, including (Ai) the anticipated start and end dates of each Scheduled Outage; (Bii) a description of the maintenance or repair work to be performed during the Scheduled Outage; and (iii) the anticipated MW capacity, if any, during the Scheduled Outage. Seller shall notify Buyer or Buyer’s Agent of any change in the Scheduled Outage Projection as soon as practicable, but in no event later than thirty (30) days prior to the originally-scheduled date of the Scheduled Outage. Seller will use commercially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of Scheduled Outages and Seller will, to the extent consistent with Prudent Utility Practices, coordinate Scheduled Outages to coincide with planned transmission outages. In the event of a System Emergency, Seller shall make all reasonable efforts to reschedule any Scheduled Outage previously scheduled to occur during the System Emergency. (b) In the event of a Forced Outage affecting at least ten percent (10%) of the installed capacity of the Facility, to the extent practicable, Seller shall notify Buyer or Buyer’s Agent within two (2) hours after the commencement of the Forced Outage and, within seven (7) days thereafter, provide detailed information concerning the Forced Outage, including (i) the start and anticipated end dates of the Forced Outage; (ii) a description of the cause of the Forced Outage; (iii) a description of the maintenance or repair work to be performed during the Forced Outage; and (iv) the anticipated MW capacity, if any, during the Forced Outage. Seller shall take all reasonable measures and exercise commercially reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages