Common use of Scheduled Outage Clause in Contracts

Scheduled Outage. (a) Buyers’ Agent and Seller shall cooperate to minimize Scheduled Outages during specified periods of time during each calendar year in accordance with Prudent Utility Practices and this Section 4.4 (such periods, the “Major Maintenance Blockout”); 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) for 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, Buyers’ Agent shall provide Seller with 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 when 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 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 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 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 (C) the anticipated Facility capacity, if any, during the Scheduled Outage. Seller shall notify each Scheduler 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 shall use commercially reasonable efforts to accommodate reasonable requests of Buyers’ Agent with respect to the timing of Scheduled Outages and shall, 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 reasonable efforts to reschedule any Scheduled Outage previously scheduled to occur during the System Emergency.

Scheduled Outage. (a) Buyers’ Agent Buyer and Seller shall cooperate to minimize Scheduled Outages during specified certain periods of time during each calendar year in accordance with Prudent Utility Practices and this Section 4.4 Contract Year specified by Buyer’s Authorized Representative (such periodsperiods of time, the “Major Maintenance Blockout”); 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 but in such calendar year as of the Commercial Operation Date, and (ii) for 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 dateaccordance with Prudent Utility Practices. 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, Buyers’ Agent Buyer shall provide Seller with the 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 when 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 Datescheduled Commencement Date and, 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 each Scheduler 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 Buyers’ Agent 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 (Ciii) the anticipated Facility MW capacity of operational capacity, if any, during the Scheduled Outage. Seller shall notify each Scheduler 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-originally scheduled date of the Scheduled Outage. Seller shall will use commercially reasonable efforts to accommodate reasonable requests of Buyers’ Agent Buyer with respect to the timing of Scheduled Outages and shallSeller 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.

Scheduled Outage. (a) Buyers’ Agent Buyer and Seller shall cooperate to minimize Scheduled Outages during specified periods times 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, Buyers’ Agent Buyer shall provide Seller with the 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 when in which 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 for the commencement of 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 each Scheduler 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 Buyers’ Agent 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 (C) the anticipated Facility capacity, if any, during the Scheduled Outage. Seller shall notify each Scheduler 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 shall use commercially EXHIBIT C reasonable efforts to accommodate reasonable requests of Buyers’ Agent Buyer or Buyer’s Authorized Representative with respect to the timing of Scheduled Outages and shall, 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 reasonable efforts to reschedule any Scheduled Outage previously scheduled to occur during the System Emergency.

Scheduled Outage. (a) Buyers’ Agent Buyer and Seller shall cooperate to minimize Scheduled Outages during specified periods certain consecutive or nonconsecutive weeks of time during each calendar year in accordance with Prudent Utility Practices and this Section 4.4 Contract Year (such periods, not to exceed twelve (12) weeks per Contract Year) (the “Major Maintenance Blockout”); 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 but in such calendar year as of the Commercial Operation Date, and (ii) for 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 dateaccordance with Prudent Utility Practices. 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, Buyers’ Agent Buyer shall provide Seller with the 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 when 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, Date and for the commencement of each calendar year Contract 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 each Scheduler 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 Buyers’ Agent 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 (Ciii) the anticipated Facility MW capacity, if any, during the Scheduled Outage. Seller shall notify each Scheduler 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 shall will use commercially reasonable efforts to accommodate reasonable requests of Buyers’ Agent Buyer with respect to the timing of Scheduled Outages and shallSeller 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.