Common use of Shared Facilities Clause in Contracts

Shared Facilities. The Parties acknowledge and agree that the Facility is a phased portion of geothermal resource, and as a result, certain of the Shared Facilities and Interconnection Facilities, Seller’s rights and obligations under the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with Transmission Provider may be subject to certain shared facilities and/or co-tenancy agreements (“Shared Facilities Agreements”) to be entered into among two or more of Seller, Transmission Provider, Seller’s Affiliates, and/or third parties pursuant to which certain Shared Facilities, Interconnection Facilities, interconnection service and/or transmission service may be subject to joint ownership and/or shared maintenance and operation arrangements; provided that such Shared Facilities Agreements shall (i) permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder, including providing interconnection capacity for the Facility in an amount not less than the Interconnection Capacity Limit, (ii) provide for separate metering and a separate CAISO Resource ID for the Generating Facility, (iii) provide that any other generating or energy storage facilities not included in the Facility but using Shared Facilities shall not be included within the Facility’s CAISO Resource IDs; and (iv) provide that any curtailment of the full capacity of Shared Facilities that is ordered by Transmission Provider that Seller and its Affiliates have discretion to allocate across generating or energy storage facilities using the Shared Facilities shall not be allocated to the Facility more than its pro rata portion of the total capacity of all generating or energy storage facilities using the Shared Facilities. Seller shall not, and shall not permit any Affiliate to, allocate to other parties a share of the total interconnection capacity under the Interconnection Agreement in excess of an amount equal to the total interconnection capacity under the Interconnection Agreement minus the Interconnection Capacity Limit.

Shared Facilities. The Parties acknowledge and agree that the Facility is a phased portion of geothermal resource, and as a result, certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with Transmission Provider Agreement, may be subject to certain shared facilities and/or or co-tenancy agreements (“Shared Facilities Agreements”) to be entered into among two or more of Seller, the Participating Transmission ProviderOwner, Seller’s Affiliates, and/or or third parties pursuant to which certain Shared Facilities, Interconnection Facilities, interconnection service and/or transmission service Facilities may be subject to joint ownership and/or and shared maintenance and operation arrangements; provided that such Shared Facilities Agreements shall agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder, including providing interconnection capacity for the Facility in an amount not less than the Interconnection Capacity Limit, hereunder and (ii) provide for separate metering and a separate CAISO Resource resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, (iii) provide that any other generating the Storage Facility, or energy storage facilities not included in the Facility but using Shared Facilities without the prior written consent of Buyer, which shall not be included within unreasonably withheld. In addition, upon the Facility’s reasonable request of Xxxxx, Seller shall obtain one or more additional CAISO Resource resource IDs; and (iv) provide , provided that any curtailment out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by Xxxxx. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the full capacity of Shared Facilities that is ordered by Transmission Provider that Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and its Affiliates have discretion consents to allocate across generating or energy storage facilities using Buyer obtaining from CAISO the Shared Facilities shall not be allocated CAISO meter data directly relating to the Facility more than its pro rata portion of the total capacity of and all generating or energy storage facilities using the Shared Facilitiesinspection, testing and calibration data and reports. Seller and Buyer shall not, and shall not permit any Affiliate to, allocate cooperate to other parties a share of allow both Parties to retrieve the total interconnection capacity under meter reads from the Interconnection Agreement in excess of an amount equal to CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the total interconnection capacity under CAISO meter(s) at the Interconnection Agreement minus the Interconnection Capacity LimitFacility.

Shared Facilities. The Parties acknowledge and agree that the Facility is a phased portion of geothermal resource, and as a result, certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with Transmission Provider Agreement, may be subject to certain shared facilities and/or co-tenancy agreements (“Shared Facilities Agreements”) to be entered into among two or more of Seller, the Transmission Provider, Seller’s Affiliates, and/or third parties pursuant to which certain Shared Facilities, Interconnection Facilities, interconnection service and/or transmission service Facilities may be subject to joint ownership and/or and shared maintenance and operation arrangements; , provided that such Shared Facilities Agreements agreements (i) permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering of the Facility.; provided, such agreements shall (i) permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder, including providing by reserving interconnection capacity for under the Facility in an amount not less than Interconnection Agreements equal to the Interconnection Capacity LimitLimit for Buyer’s sole use, (ii) provide for separate metering and a separate CAISO Resource ID for of the Generating Facility, (iii) provide that any other generating or energy storage facilities not included in the Facility but using Shared Facilities shall not be included within the Facility’s CAISO Resource IDs; ID, and (iv) provide that in the event of any discretionary allocation of curtailment of the full capacity of Shared Facilities that is ordered by Transmission Provider that Seller and its Affiliates have discretion to allocate across output from generating or energy storage facilities using the Shared Facilities shall not be allocated to the Facility more than its pro rata portion of the total capacity of all generating or energy storage facilities using the Shared Facilities. Seller shall not, and shall not permit any Affiliate affiliate to, allocate to other parties a share of the total interconnection capacity under the Interconnection Agreement Agreements in excess of an amount equal to the total interconnection capacity under the Interconnection Agreement Agreements minus the Interconnection Capacity Limit.

Shared Facilities. [Seller shall obtain and maintain throughout the Delivery Term any and all interconnection and transmission service rights and Permits required to effect delivery of the electric energy from the Project to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to the Project that is no less than the Contract Capacity. The Parties acknowledge that ownership and agree that the Facility is a phased portion of geothermal resource, and as a result, certain use of the Shared Facilities and Interconnection Facilities, Seller’s rights and obligations under (including the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with Transmission Provider interconnection agreement itself) may be subject to certain shared facilities and/or a co-tenancy agreements or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller agrees that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements”) , if any, to be entered into among two or more of Sellerinterconnect the Project with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with the interconnection agreement and the Shared Facilities Agreements, Transmission Providerif any, Seller’s Affiliates, and/or third parties pursuant to which certain Shared Facilities, Interconnection Facilities, the following shall apply:] {SCE Note: All projects except ECR with DERs.} [Seller shall obtain and maintain throughout the Delivery Term any and all interconnection service and/or and transmission service rights and Permits required to effect delivery of the electric energy from each Distributed Energy Resource to the Distributed Energy Resource Aggregation and from the Distributed Energy Resource Aggregation to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to each Distributed Energy Resource that is no less than the applicable DER Contract Capacity. The Parties acknowledge that ownership and use of the Shared Facilities (including the interconnection agreement itself) may be subject to joint ownership and/or shared maintenance a co-tenancy or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and operation arrangements; provided the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller agrees that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to interconnect the particular DERs that such are sharing facilities with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with each interconnection agreement and Each Shared Facilities Agreements, if any, the following shall apply:] {SCE Note: ECR Projects with DERs only} The Shared Facilities Agreements shall provide that: the Other Seller(s), the Affiliate Manager and the Interconnection Affiliate (if different from the Seller or Other Seller(s)) shall fully indemnify Seller[, SCE, and Seller’s Customers] {SCE Note: ECR Projects with DERs only} for any liability arising out of its respective acts or omissions in regards to its respective performance obligations under the interconnection agreement and any Shared Facilities Agreement in which such party is a counterparty with Seller, Seller shall have the right to correct, remedy, mitigate, or otherwise cure any omission, failure, breach or default of an Other Seller, Affiliate Manager, or Interconnection Affiliate (if different from the Seller or Other Seller(s)) that would negatively impact Seller’s obligations under this Agreement, under the interconnection agreement, or under any Shared Facilities Agreement in which Seller is a counterparty, and any instruction from the CAISO or T&D Provider to curtail energy deliveries shall be allocated between the [Project][particular DERs that are sharing facilities] {SCE Note: ECR Projects with DERs only} and the Other Project(s) on a pro rata basis based upon installed capacity, except when such pro rata allocation would be in violation of the applicable curtailment instruction. Seller shall, or shall cause the Interconnection Affiliate (if different from Seller) to, apply for and expeditiously seek FERC’s acceptance of any Shared Facilities Agreement(s), if required. Seller shall not assign or transfer Seller’s rights or obligations under the interconnection agreement or any Shared Facilities Agreement to any Person without the prior written consent of SCE, which consent shall not be unreasonably withheld. Seller shall provide Notice to SCE at least 30 days in advance of a change in the Affiliate Manager. As between SCE and Seller under this Agreement, Seller shall be responsible for all costs and charges directly caused by, associated with, or allocated to Seller, the Interconnection Affiliate, the Affiliate Manager, or the Other Seller(s) under the interconnection agreement, the Shared Facilities Agreement, if any, and the CAISO Tariff, in connection with the interconnection of the Project to the T&D Provider’s electric system and transmission of electric energy from the Project to the T&D Provider’s electric system. Seller shall, or shall cause the Interconnection Affiliate, as applicable, to comply with the CAISO Tariff, [applicable to Distributed Energy Resources, a Distributed Energy Resource Provider, and a Distributed Energy Resource Aggregation] {SCE Note: ECR Projects with DERs only}, including securing and maintaining in full force and effect all required CAISO agreements, certifications and approvals. Seller shall, or shall cause the Interconnection Affiliate, as applicable, to secure through the CAISO the CAISO Resource ID that is to be used solely for this Project. Any obligation or action required of Seller under this Agreement shall, as applicable, also include an obligation that Seller cause the Interconnection Affiliate and/or the Affiliate Manager to fulfill such obligation or take such required action. [Seller shall, or shall cause the Interconnection Affiliate to, as applicable, comply with the metering requirements of the CAISO Tariff applicable to a: (i) permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder, including providing interconnection capacity for the Facility in an amount not less than the Interconnection Capacity LimitDistributed Energy Resource Aggregation, (ii) provide Distributed Energy Resource Provider, (iii) Distributed Energy Resource, and (iv) Scheduling Coordinator for separate metering and a separate CAISO Distributed Energy Resource ID Aggregation, or each applicable equivalent successor, for the Generating Facility, (iii) provide ] {SCE Note: ECR Projects with DERs only}] {SCE Note: Language applicable to projects that any other generating or energy storage facilities not included in the Facility but using Shared Facilities shall not be included within the Facility’s CAISO Resource IDs; and (iv) provide that any curtailment of the full capacity of Shared Facilities that is ordered by Transmission Provider that Seller and its Affiliates have discretion to allocate across generating or energy storage facilities using the Shared Facilities shall not be allocated to the Facility more than its pro rata portion of the total capacity of all generating or energy storage facilities using the utilize Shared Facilities. Seller shall not, and shall not permit any Affiliate to, allocate to other parties a share of the total interconnection capacity under the Interconnection Agreement in excess of an amount equal to the total interconnection capacity under the Interconnection Agreement minus the Interconnection Capacity Limit.}

Shared Facilities. (a) [Seller shall obtain and maintain throughout the Delivery Term any and all interconnection and transmission service rights and Permits required to effect delivery of the electric energy from the Project to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to the Project that is no less than the Contract Capacity. The Parties acknowledge that ownership and agree that the Facility is a phased portion of geothermal resource, and as a result, certain use of the Shared Facilities and Interconnection Facilities, Seller’s rights and obligations under (including the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with Transmission Provider interconnection agreement itself) may be subject to certain shared facilities and/or a co-tenancy agreements or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller agrees that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements”) , if any, to be entered into among two or more of Sellerinterconnect the Project with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with the interconnection agreement and the Shared Facilities Agreements, Transmission Providerif any, Seller’s Affiliates, and/or third parties pursuant to which certain Shared Facilities, Interconnection Facilities, the following shall apply:] {SCE Note: All projects except ECR with DERs.} [Seller shall obtain and maintain throughout the Delivery Term any and all interconnection service and/or and transmission service rights and Permits required to effect delivery of the electric energy from each Distributed Energy Resource to the Distributed Energy Resource Aggregation and from the Distributed Energy Resource Aggregation to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to each Distributed Energy Resource that is no less than the applicable DER Contract Capacity. The Parties acknowledge that ownership and use of the Shared Facilities (including the interconnection agreement itself) may be subject to joint ownership and/or shared maintenance a co-tenancy or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and operation arrangements; provided the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller agrees that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to interconnect the particular DERs that such are sharing facilities with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with each interconnection agreement and Each Shared Facilities Agreements, if any, the following shall apply:] {SCE Note: ECR Projects with DERs only} (i) The Shared Facilities Agreements shall provide that: (A) the Other Seller(s), the Affiliate Manager and the Interconnection Affiliate (if different from the Seller or Other Seller(s)) shall fully indemnify Seller[, SCE, and Seller’s Customers] {SCE Note: ECR Projects with DERs only} for any liability arising out of its respective acts or omissions in regards to its respective performance obligations under the interconnection agreement and any Shared Facilities Agreement in which such party is a counterparty with Seller, (B) Seller shall have the right to correct, remedy, mitigate, or otherwise cure any omission, failure, breach or default of an Other Seller, Affiliate Manager, or Interconnection Affiliate (if different from the Seller or Other Seller(s)) that would negatively impact Seller’s obligations under this Agreement, under the interconnection agreement, or under any Shared Facilities Agreement in which Seller is a counterparty, and (C) any instruction from the CAISO or T&D Provider to curtail energy deliveries shall be allocated between the [Project][particular DERs that are sharing facilities] {SCE Note: ECR Projects with DERs only} and the Other Project(s) on a pro rata basis based upon installed capacity, except when such pro rata allocation would be in violation of the applicable curtailment instruction. (D) Seller shall, or shall cause the Interconnection Affiliate (if different from Seller) to, apply for and expeditiously seek FERC’s acceptance of any Shared Facilities Agreement(s), if required. (E) Seller shall not assign or transfer Seller’s rights or obligations under the interconnection agreement or any Shared Facilities Agreement to any Person without the prior written consent of SCE, which consent shall not be unreasonably withheld. (F) Seller shall provide Notice to SCE at least 30 days in advance of a change in the Affiliate Manager. (b) As between SCE and Seller under this Agreement, Seller shall be responsible for all costs and charges directly caused by, associated with, or allocated to Seller, the Interconnection Affiliate, the Affiliate Manager, or the Other Seller(s) under the interconnection agreement, the Shared Facilities Agreement, if any, and the CAISO Tariff, in connection with the interconnection of the Project to the T&D Provider’s electric system and transmission of electric energy from the Project to the T&D Provider’s electric system. (c) Seller shall, or shall cause the Interconnection Affiliate, as applicable, to comply with the CAISO Tariff, [applicable to Distributed Energy Resources, a Distributed Energy Resource Provider, and a Distributed Energy Resource Aggregation] {SCE Note: ECR Projects with DERs only}, including securing and maintaining in full force and effect all required CAISO agreements, certifications and approvals. (d) Seller shall, or shall cause the Interconnection Affiliate, as applicable, to secure through the CAISO the CAISO Resource ID that is to be used solely for this Project. (e) Any obligation or action required of Seller under this Agreement shall, as applicable, also include an obligation that Seller cause the Interconnection Affiliate and/or the Affiliate Manager to fulfill such obligation or take such required action. (f) [Seller shall, or shall cause the Interconnection Affiliate to, as applicable, comply with the metering requirements of the CAISO Tariff applicable to a: (i) permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder, including providing interconnection capacity for the Facility in an amount not less than the Interconnection Capacity LimitDistributed Energy Resource Aggregation, (ii) provide Distributed Energy Resource Provider, (iii) Distributed Energy Resource, and (iv) Scheduling Coordinator for separate metering and a separate CAISO Distributed Energy Resource ID Aggregation, or each applicable equivalent successor, for the Generating Facility, (iii) provide ] {SCE Note: ECR Projects with DERs only}] {SCE Note: Language applicable to projects that any other generating or energy storage facilities not included in the Facility but using Shared Facilities shall not be included within the Facility’s CAISO Resource IDs; and (iv) provide that any curtailment of the full capacity of Shared Facilities that is ordered by Transmission Provider that Seller and its Affiliates have discretion to allocate across generating or energy storage facilities using the Shared Facilities shall not be allocated to the Facility more than its pro rata portion of the total capacity of all generating or energy storage facilities using the utilize Shared Facilities. Seller shall not, and shall not permit any Affiliate to, allocate to other parties a share of the total interconnection capacity under the Interconnection Agreement in excess of an amount equal to the total interconnection capacity under the Interconnection Agreement minus the Interconnection Capacity Limit.}

Shared Facilities. [Seller shall obtain and maintain throughout the Delivery Period any and all interconnection and transmission service rights and Permits required to effect delivery of the electric energy from the Project to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to the Project that is no less than the Contract Capacity. The Parties acknowledge that ownership and agree that the Facility is a phased portion of geothermal resource, and as a result, certain use of the Shared Facilities and Interconnection Facilities, Seller’s rights and obligations under (including the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with Transmission Provider interconnection agreement itself) may be subject to certain shared facilities and/or a co-tenancy agreements or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller shall ensure that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements”) , if any, to be entered into among two or more of Sellerinterconnect the Project with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with the interconnection agreement and the Shared Facilities Agreements, Transmission Providerif any, Seller’s Affiliates, and/or third parties pursuant to which certain Shared Facilities, Interconnection Facilities, the following shall apply:] {SCE Note: All projects except ECR with DERs.} [Seller shall obtain and maintain throughout the Delivery Period any and all interconnection service and/or and transmission service rights and Permits required to effect delivery of the electric energy from each Distributed Energy Resource to the Distributed Energy Resource Aggregation and from the Distributed Energy Resource Aggregation to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to each Distributed Energy Resource that is no less than the applicable DER Contract Capacity. The Parties acknowledge that ownership and use of the Shared Facilities (including the interconnection agreement itself) may be subject to joint ownership and/or shared maintenance a co-tenancy or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and operation arrangements; provided the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller shall ensure that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to interconnect the particular DERs that such are sharing facilities with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with each interconnection agreement and Each Shared Facilities Agreements, if any, the following shall apply:] {SCE Note: ECR Projects with DERs only} The Shared Facilities Agreements shall provide that: the Other Seller(s), the Affiliate Manager and the Interconnection Affiliate (iif different from the Seller or Other Seller(s)) permit Seller to perform or satisfyshall fully indemnify Seller[, SCE, and shall not purport Seller’s Customers] {SCE Note: ECR Projects with DERs only} for any liability arising out of its respective acts or omissions in regards to limit, its respective performance obligations hereunder, including providing under the interconnection capacity for the Facility in an amount not less than the Interconnection Capacity Limit, (ii) provide for separate metering agreement and a separate CAISO Resource ID for the Generating Facility, (iii) provide that any other generating or energy storage facilities not included in the Facility but using Shared Facilities Agreement in which such party is a counterparty with Seller, Seller shall not be included within have the Facilityright to correct, remedy, mitigate, or otherwise cure any omission, failure, breach or default of an Other Seller, Affiliate Manager, or Interconnection Affiliate (if different from the Seller or Other Seller(s)) that would negatively impact Seller’s CAISO Resource IDs; and (iv) provide that obligations under this Agreement, under the interconnection agreement, or under any curtailment of the full capacity of Shared Facilities that Agreement in which Seller is ordered by Transmission Provider that Seller and its Affiliates have discretion to allocate across generating or energy storage facilities using the Shared Facilities shall not be allocated to the Facility more than its pro rata portion of the total capacity of all generating or energy storage facilities using the Shared Facilities. Seller shall nota counterparty, and shall not permit any Affiliate instruction from the CAISO or T&D Provider to, allocate to other parties a share of the total interconnection capacity under the Interconnection Agreement in excess of an amount equal to the total interconnection capacity under the Interconnection Agreement minus the Interconnection Capacity Limit.:

Shared Facilities. The Parties acknowledge that ownership and agree that the Facility is a phased portion of geothermal resource, and as a result, certain use of the Shared Facilities and Interconnection Facilities, Seller’s rights and obligations under (including the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with Transmission Provider interconnection agreement itself) may be subject to certain shared facilities and/or a co-tenancy agreements or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller shall ensure that, throughout the Delivery Term, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements”, if any, to interconnect the Facility with the CAISO Grid and fulfill its obligations under this Agreement. In connection with the interconnection agreement and the Shared Facilities Agreements, if any, the following shall apply: (a) to be entered into among two or more of Seller, Transmission Provider, Seller’s Affiliates, and/or third parties pursuant to which certain Shared Facilities, Interconnection Facilities, interconnection service and/or transmission service may be subject to joint ownership and/or shared maintenance and operation arrangements; provided that such The Shared Facilities Agreements shall provide that: (i) permit Seller to perform or satisfythe Other Sellers, the Affiliate Manager and shall not purport to limit, its obligations hereunder, including providing interconnection capacity for the Facility in an amount not less than the Interconnection Capacity Limit, Affiliate (if different from the Seller or Other Sellers) shall fully indemnify Seller for any liability arising out of its respective acts or omissions in regards to its respective performance obligations under the interconnection agreement and any Shared Facilities Agreement in which such party is a counterparty with Seller, (ii) provide Seller shall have the right to correct, remedy, mitigate, or otherwise cure any omission, failure, breach or default an Other Seller, Affiliate Manager, or Interconnection Affiliate (if different from the Seller or Other Sellers) that would negatively impact Seller’s obligations under this Agreement, under the interconnection agreement, or under any Shared Facilities Agreement in which Seller is a counterparty, and (iii) any instruction from the CAISO or Transmission Provider to curtail energy deliveries shall be allocated between the Facility and the Other Projects on a pro rata basis based upon installed capacity, except when such pro rata allocation would be in violation of the applicable curtailment instruction. (b) Seller shall, or shall cause the Interconnection Affiliate (if different from Seller) to apply for separate metering and a separate expeditiously seek FERC’s acceptance of any Shared Facilities Agreements, if required. (c) Except together with the Facility, Seller shall not assign or transfer Seller’s rights or obligations under the interconnection agreement or any Shared Facilities Agreement to any Person without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (d) As between Buyer and Seller under this Agreement, Seller shall be responsible for all costs and charges directly caused by, associated with, or allocated to Seller, the Interconnection Affiliate, the Affiliate Manager, or the Other Sellers under the interconnection agreement, the Shared Facilities Agreement, if any, and the CAISO Tariff, in connection with the interconnection of the Facility to the Transmission Provider’s electric system and transmission of electric energy from the Facility to the Transmission Provider’s electric system. (e) Seller shall, or shall cause the Interconnection Affiliate, as applicable, to comply with the CAISO Tariff, including securing and maintaining in full force and effect all required CAISO agreements, certifications and approvals. (f) Seller shall, or shall cause the Interconnection Affiliate, as applicable, to secure through the CAISO the CAISO Resource ID that is to be used solely for the Generating Facility. (g) Seller shall, (iii) provide that any other generating or energy storage facilities not included in shall cause the Facility but using Shared Facilities shall not be included within Interconnection Affiliate, as applicable, to comply with the Facility’s CAISO Resource IDs; and (iv) provide that any curtailment requirements of Appendix H to Appendix CC of the full capacity of Shared Facilities that is ordered by Transmission Provider that Seller and CAISO Tariff, or its Affiliates have discretion to allocate across generating or energy storage facilities using the Shared Facilities shall not be allocated to the Facility more than its pro rata portion of the total capacity of all generating or energy storage facilities using the Shared Facilities. Seller shall not, and shall not permit any Affiliate to, allocate to other parties a share of the total interconnection capacity under the Interconnection Agreement in excess of an amount equal to the total interconnection capacity under the Interconnection Agreement minus the Interconnection Capacity Limitequivalent successor.