Common use of Planned Maintenance Clause in Contracts

Planned Maintenance. (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).

Planned Maintenance. (a) Subject Sellers may designate up to any modification or amendment twenty (20) Days of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring on Sellers’ Facilities during the Delivery Term each Contract Year. Sellers shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance entitled to reduce (including Major down to zero (0)) its Gas scheduling under Clause 8 and Exhibit 3 for each Day of Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller Buyer may designate up to an aggregate of twenty (20) Days of Planned Maintenance on Buyer’s Facilities or Transporter’s Facilities during each Contract Year. Buyer shall deliver be entitled to Buyer a proposed schedule reduce (including down to zero (0)) its Gas nominations under Clause 8 and Exhibit 3 for each Day of Planned Maintenance. (c) A Party shall not designate more than two (2) periods of Planned Maintenance in respect of each a Contract Year. Planned Maintenance Days shall be whole Days. If a Contract Year is less than three hundred sixty five (“365) days, the number of Days allowance in Clauses 14(a) and (b) above shall be proportionately reduced, provided that in such reduction, any fraction of a Day shall be rounded up to a whole Day. If a Party desires to take partial shutdown Days for Planned Maintenance Schedule”Maintenance, the number of Days allowance in Clauses 14(a) and (b) above may be extended by mutual agreement of the Parties in writing to accommodate such partial shutdown Days. (d) The Parties shall (i) with respect to the first Contract Year, no later than ninety thirty (9030) Days before days after the Start Date, and (ii) for any other Contract Year, no later than thirty (30) days in advance of the start of such Contract Year. , deliver to the other Party a Planned Maintenance Schedules submitted by Seller shall (i) comply with schedule setting forth each Party’s Planned Maintenance requirements for the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions immediately following Contract Year. Following the delivery of the Planned Maintenance schedules pursuant to be performedthe preceding sentence, the Days and times Parties agree to meet promptly to discuss in which each type of good faith such Planned Maintenance is scheduled requirements with a view to be performed, reaching an agreement between the estimated amount(s) of Contract Capacity Parties as to the timing and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove duration of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule periods for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major if the Parties fail to timely reach agreement on the timing and duration of any such Planned Maintenance, so long the owner and/or operator of each such facility may schedule such Planned Maintenance in its sole discretion. (e) If it becomes necessary or desirable for the Parties to change the schedule of any Planned Maintenance established under Clause 14(d) above, then Sellers or Buyer, as applicable, shall give the other Party not less than thirty (30) days’ notice of the Days on which such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Party shall carry out any such Planned Maintenance, if and the Parties will discuss in good faith and use all reasonable endeavours to reach an agreement on such Major Planned Maintenance is scheduled changes to occur outside the schedule of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (df) Seller The Parties shall use Commercially Reasonable Efforts all reasonable endeavours to complete any synchronise Planned Maintenance among Buyer’s Facilities, Transporter’s Facilities and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice)Sellers’ Facilities.

Planned Maintenance. (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall (i) perform Major Planned Maintenance only during the months of March, April, October, and November and (ii) perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance wind periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours); provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance); provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiancewind, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).

Planned Maintenance. (a) Subject Seller may designate up to any modification or amendment twenty (20) Days of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring on Seller’s Facilities during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6Contract Year. Seller shall perform all be entitled to reduce (including down to zero (0)) its Gas scheduling under Clause 8 and Exhibit 3 for each Day of Planned Maintenance. (b) Buyer may designate up to an aggregate of twenty (20) Days of Planned Maintenance on Buyer’s Facilities or Transporter’s Facilities during the Contract Year. Buyer shall be entitled to reduce (including Major down to zero (0)) its Gas nominations under Clause 8 and Exhibit 3 for each Day of Planned Maintenance. (c) A Party shall not designate more than two (2) periods of Planned Maintenance in the Contract Year. Planned Maintenance Days shall be whole Days. If a manner Contract Year is less than three hundred sixty five (365) days, the number of Days allowance in Clauses 13(a) and (b) above shall be proportionately reduced, provided that optimizes in such reduction, any fraction of a Day shall be rounded up to a whole Day. If a Party desires to take partial shutdown Days for Planned Maintenance, the generation number of Days allowance in Clauses 13(a) and benefits to Buyer (b) above may be extended by mutual agreement of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, eitherParties in writing to accommodate such partial shutdown Days. (id) outside The Parties shall with respect to the Contract Year, no later than thirty (30) days after the Start Date, deliver to the other Party a Planned Maintenance schedule setting forth each Party’s Planned Maintenance requirements for the Contract Year. Following the delivery of Daylight Hours or (ii) during the months Planned Maintenance schedules pursuant to the preceding sentence, the Parties agree to meet promptly to discuss in good faith such Planned Maintenance requirements with a view to reaching an agreement between the Parties as to the timing and duration of October and November only, during Daylight Hoursany Planned Maintenance periods for the Contract Year; provided, however, that if the foregoing restrictions shall not apply Parties fail to timely reach agreement on the timing and duration of any such Planned Maintenance, the owner and/or operator of each such facility may schedule such Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictionsin its sole discretion. (be) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form If it becomes necessary or desirable for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in Parties to change the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove schedule of any Planned Maintenance set established under Clause 13(d) above, then Seller or Buyer, as applicable, shall give the other Party not less than thirty (30) days’ notice of the Days on which such Party shall carry out in any such Planned Maintenance Schedule by sixty (60) days after submissionMaintenance, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall will discuss in good faith and use Commercially Reasonable Efforts all reasonable endeavours to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for reach an agreement on such changes to the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major schedule of Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (df) Seller The Parties shall use Commercially Reasonable Efforts all reasonable endeavours to complete any synchronise Planned Maintenance among Buyer’s Facilities, Transporter’s Facilities and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice)Seller’s Facilities.

Planned Maintenance. (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, Energy and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).

Planned Maintenance. (a) Subject to any modification or amendment Seller shall submit a written annual maintenance plan containing its forecast of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during for the Delivery Term coming year no later than sixty (60) days prior to the Commercial Operation Date and the start of each calendar year. Any and all changes to such plan shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits mutually agreeable to Buyer of the Contract EnergySeller, Storage EnergyPurchaser, and other Products (e.g., during off-peak periods to FRCC and low-irradiance periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply promptly communicated to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictionsPurchaser in writing as soon as practicable. (b) Not less than seven (7) days prior to any Planned Maintenance, Seller shall deliver notify the Scheduler of the timing, expected duration and the impact upon the quantity of Energy to Buyer a proposed schedule for be delivered to Purchaser. Prior to reducing the quantity of Energy to be delivered to Purchaser because of Planned Maintenance in respect Maintenance, Seller shall notify the Scheduler of each Contract Year (“the latest information regarding the timing, the rate at which the Facility will be removed, or ramped down, from service, expected duration and the expected impact upon the quantity of Energy to be delivered. During the Planned Maintenance Schedule”) no later than ninety (90) Days before Maintenance, Seller shall notify the start Scheduler of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with any changes to the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions expected duration of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunderoutage as soon as practicable.) (c) Buyer Seller shall have notify the right Scheduler prior to disapprove, in its reasonable discretion (provided that Buyer shall have beginning the right to disapprove, in its sole and absolute discretion, any startup process for the Facility following a Planned Maintenance proposed by Seller that is inconsistent with outage. Such notification shall include the terms timing of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller start-up and the Parties shall use Commercially Reasonable Efforts rate at which the Facility will be returned, or ramped up, to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such requestservice. (d) Seller shall use Commercially Reasonable Efforts work with Purchaser to complete any schedule Planned Maintenance in a manner that minimizes the economic cost to Purchaser of such outages. Seller and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that Purchaser shall comply with FRCC operating procedures regarding any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).

Planned Maintenance. (a) Subject to any modification or amendment From the Performance Start Date for a Unit through the term of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d)Contract for such Unit, Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation provide Parts and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form Services necessary for the Planned Maintenance Schedule of the Covered Unit. The scope of Planned Maintenance for the Covered Units is set forth in Schedule 9.6Appendix C. At mutually agreed times, Seller's representatives and Buyer's representatives shall meet to discuss maintenance planning and related Outages for the following calendar year. (The scheduling of Planned Maintenance descriptions reflected in inspections and related Outages will be performed so as to best achieve the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative Objectives. Seller shall obtain the consent of Buyer prior to the detail, time periods, or certainty required for a commencement of each Planned Maintenance Schedule hereunder.) (c) Buyer inspection, which shall have be timed and conducted so as not to unreasonably interfere with Buyer's operation the right Facility to disapprove, in its reasonable discretion (provided maximize revenue under the Power Purchase Agreement. In the event that Buyer shall have the right to disapproveBuyer, in its sole and absolute discretiondetermination, elects to request, pursuant to Section 5.01(b) of the Power Purchase Agreement, payment for additional reasonable costs incurred as a result of a request by Power Customer for an earlier Outage than recommended by Buyer to Power Customer, Seller shall provide an itemized summary of additional costs which would be incurred by Seller as a result of such earlier Outage. Buyer will submit the summary , along with any other appropriate costs, to Power Customer. Buyer shall reimburse Seller, but only to the extent that Buyer receives reimbursement from Power Customer, for Seller's costs. Once commenced, a Planned Maintenance proposed inspection shall be continuously performed and completed without delay. If Buyer materially delays the beginning of a Planned Maintenance inspection beyond the service intervals recommended by Seller, Buyer shall be responsible for any additional direct costs reasonably incurred by Seller, including any payments arising under Part 11, as a result of such delay. In performing Planned Maintenance Seller that is inconsistent with shall, at no additional cost to Buyer, to the extent reasonably possible without incurring significant additional costs, utilize those technologies, materials and methods which may be developed subsequent to the date of this Contract which would enhance the satisfaction of the Objectives. Seller shall apprise Buyer of the utilization of such technologies, materials and methods prior to such use. Seller shall be responsible for the use of such technologies, materials and methods pursuant to the terms of this Agreement), any Contract. Inspection intervals and the Planned Maintenance set out program will be adjusted in any accordance with Seller's or the manufacturer's reasonable recommendations to account for variations in the operation of the Covered Units. Planned Maintenance Schedule intervals will be adjusted if diagnostics or monitoring indicates the need for performance of Planned Maintenance earlier or later than anticipated. When Buyer and Seller have agreed that a Planned Maintenance inspection will be performed during a given time period, detailed scheduling of the inspection work scopes will be proposed by Seller for any Contract Year, except for any at a pre-Outage meeting approximately six (6) months prior to the anticipated start of that Planned Maintenance that (i) is inspection. A post-Outage meeting will be scheduled to occur outside after completion of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its each Planned Maintenance Schedule inspection for a Contract Year in accordance with the requirements of this Agreement presentation and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination discussion of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice)inspection reports.

Planned Maintenance. Programme (a) Subject to any modification or amendment Not later than [ • ] months before the Certification Date and before each subsequent anniversary of this Agreement made pursuant to Section 4.2(c) or Section 7.3(dthe Certification Date (each a “Planned Maintenance Programme Submission Date”), PPP Co. will submit to the Authority’s Representative a draft Planned Maintenance occurring during Programme for the Delivery Term shall be coordinated and scheduled next Contract Year for agreement in accordance with this Section 9.6the Review Procedure set out in Schedule 5 (Review Procedure). Seller shall perform all Each Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes Programme will contain the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, eitherfollowing information: (i) outside details of Daylight Hours or the proposed start and end dates for each period of Programmed Maintenance, the works to be carried out and the proposed hours of work; and (ii) during details of any effect of the months Programmed Maintenance on the delivery of October and November only, during Daylight Hours; provided, however, that any of the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictionsServices. (b) Seller shall deliver Any revisions to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected Programme other than in the general form set forth case of an Emergency or works of a de minimis nature (“Unprogrammed Maintenance Work”) will also be agreed in accordance with the provisions of Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder5 (Review Procedure).) (c) Buyer shall have If, as a result of an Emergency, the right to disapproveneed arises for Unprogrammed Maintenance Works, in its reasonable discretion (PPP Co. may carry out such Unprogrammed Maintenance Works provided that Buyer shall have PPP Co. will notify the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation Authority’s Representative as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination possible of the applicable Major Planned occurrence of the Emergency, of the extent of the necessary Unprogrammed Maintenance period (in which event, Works and the Major Planned Maintenance period shall terminate in accordance with reasons for them. PPP Co. will take all reasonable steps to minimise the terms duration of such Generation Forecast Unprogrammed Maintenance Works and written notice)will carry them out so as to minimise disruption to the provision of the Service [and the conduct of [Education Services], [Clinical Services], etc [AMEND AS APPROPRIATE].

Planned Maintenance. (a) Subject to any modification or amendment The schedule for Planned Maintenance, including the total number of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Equivalent Planned Maintenance occurring Hours for each Contract Year that the Unit or the Facility will be unavailable due to Planned Maintenance, is set forth in Schedule [10.10]. Seller may adjust the schedule for Planned Maintenance during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6pursuant to the terms set forth herein. Seller shall perform all may schedule Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) take place only during the months Months of March and April (“Spring Maintenance Period”) and October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any (“Fall Maintenance Period”). Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed schedules for the Spring Maintenance Period and the Fall Maintenance Period proposed by Seller shall be subject to such restrictions. (b) Buyer’s approval in its reasonable discretion. For each Spring Maintenance Period and Fall Maintenance Period during the Delivery Term, Seller shall deliver send to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and including the total number of hours that Seller expects Equivalent Planned Maintenance Hours that the Contract Capacity and Storage Capacity Facility will be unavailable due to Planned Maintenance) on or before the first day of the September preceding such Spring Maintenance Period and on or be before the first day of the February preceding such Fall Maintenance Period, respectively. The general form For the initial Contract Year, Seller shall send to Buyer its proposed schedule for the Planned Maintenance Schedule is set forth in Schedule 9.6. during the 2007 Fall Maintenance Period (The including the total number of Equivalent Planned Maintenance descriptions reflected in Hours that the general form set forth in Schedule 9.6 are provided Facility will be unavailable due to Planned Maintenance) on or before June 1, 2007. Each proposed schedule for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) during any other Month shall be subject to the prior approval of Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).

Planned Maintenance. (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other all Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either and either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight HoursHours (“Planned Maintenance Periods”); provided, that Seller shall use best efforts to perform all Planned Maintenance scheduled to occur within one Season in thirty-one (31) days or less in observance of the MISO Rules; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of for each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.)Schedule (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract YearSchedule, except for any Planned Maintenance that (i) does not exceed thirty-one (31) days (in the aggregate) in any Season and is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November Planned Maintenance Periods or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer ▇▇▇▇▇ does not disapprove of any Planned Maintenance set out in such a Planned Maintenance Schedule by sixty (60) days after submissionsubmission under Section 9.6(b), then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise Buyer notifies Seller of its discretion as set forth above, disapproves disapproval of any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submissionperiod, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that (i) is not Major Planned Maintenance, so long as Maintenance if such move is consistent with the terms of this Agreement or (including the second sentence of Section 9.6(a)ii) or, with respect to is Major Planned Maintenance, if such Major Planned Maintenance is as re-scheduled to will occur outside of Daylight Hours or during Daylight Hours during the months of October and November Planned Maintenance Periods and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as if such Planned Maintenance is scheduled to be performed outside of Daylight Hours or occur during Daylight Hours during the months of October and November Planned Maintenance Periods and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice)period.

Planned Maintenance. (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall (i) perform Major Planned Maintenance during the months of [November, December, January and March]25, and November and (ii) perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance wind periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours); provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily 25 NTD: Buyer reserves the right to adjust Planned Maintenance months during negotiations. representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance); provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiancewind, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).

Planned Maintenance. (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other all Products (e.g., during off-peak periods and low-irradiance wind periods) and(“Planned Maintenance Periods”); provided, without limiting that Seller shall use best efforts to perform all Planned Maintenance scheduled to occur within one Season in thirty-one (31) Days or less in observance of the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight HoursMISO Rules; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of for each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.)Schedule (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract YearSchedule, except for any Planned Maintenance that (i) does not exceed thirty-one (31) Days (in the aggregate) in any Season and is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November Planned Maintenance Periods or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such a Planned Maintenance Schedule by sixty (60) days Days after submissionsubmission under Section 9.6(b), then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise Buyer notifies Seller of its discretion as set forth above, disapproves disapproval of any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submissionperiod, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that (i) is not Major Planned Maintenance, so long as Maintenance if such move is consistent with the terms of this Agreement or (including the second sentence of Section 9.6(a)ii) or, with respect to is Major Planned Maintenance, if such Major Planned Maintenance is as re-scheduled to will occur outside of Daylight Hours or during Daylight Hours during the months of October and November Planned Maintenance Period and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as if such Planned Maintenance is scheduled to be performed outside of Daylight Hours or occur during Daylight Hours during the months of October and November Planned Maintenance Period and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiancewind, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice)period.

Planned Maintenance. (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other all Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either and either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight HoursHours (“Planned Maintenance Periods”); provided, that Seller shall use best efforts to perform all Planned Maintenance scheduled to occur within one Season in thirty-one (31) Days or less in observance of the MISO Rules; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of for each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.)Schedule (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract YearSchedule, except for any Planned Maintenance that (i) does not exceed thirty-one (31) Days (in the aggregate) in any Season and is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November Planned Maintenance Periods or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such a Planned Maintenance Schedule by sixty (60) days Days after submissionsubmission under Section 9.6(b), then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise Buyer notifies Seller of its discretion as set forth above, disapproves disapproval of any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submissionperiod, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that (i) is not Major Planned Maintenance, so long as Maintenance if such move is consistent with the terms of this Agreement or (including the second sentence of Section 9.6(a)ii) or, with respect to is Major Planned Maintenance, if such Major Planned Maintenance is as re-scheduled to will occur outside of Daylight Hours or during Daylight Hours during the months of October and November Planned Maintenance Periods and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as if such Planned Maintenance is scheduled to be performed outside of Daylight Hours or occur during Daylight Hours during the months of October and November Planned Maintenance Periods and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice)period.

Planned Maintenance. It is acknowledged that the Supplier will be required to undertake planned maintenance to the SaaS Services in order to resolve minor issues, maintain its performance and make improvements/enhancements to the functionality of the SaaS Software, during which the SaaS Services may be Unavailable (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major “Planned Maintenance) ”). The Supplier shall endeavour to undertake all Scheduled Maintenance within a regular maintenance window, the date/time of which will be agreed in a manner that optimizes advance by the generation and benefits to Buyer of parties before the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year Go Live Date (“Planned Maintenance ScheduleWindow”) no later than ninety (90) Days before ). the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of Council may request a change to the Planned Maintenance Window on an ad hoc basis by giving at least 24 hours’ advance notice to be performedthe Supplier, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number Supplier shall use its best endeavours to comply with such request, acting reasonably and in good faith at all times. While most of hours that Seller expects that the Contract Capacity and Storage Capacity will Supplier’s maintenance can be unavailable due to Planned Maintenance. The general form for completed during the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes onlyWindows, and are not necessarily representative of the detail, from time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller maintenance may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled need to be performed outside of Daylight Hours or during Daylight Hours during the months Planned Maintenance Windows to maintain the integrity and security of October and November and Seller provides Buyer at least two the SaaS Services. In such cases, the Supplier will provide the Council’s primary point of contact (2notified by the Council to the Supplier from time to time) weeks’ prior written with as much advance notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major planned maintenance as is technically feasible (“Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request.Outside the Window”). The combination in any month of Unavailability: (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting within the forecasted amount of Delivered Energy during each affected interval that takes into account such change and regularly Scheduled Maintenance Windows; and (ii) resulting from Scheduled Maintenance Outside the Window in respect of which: (a) the case Supplier has afforded the Council at least 24 hours’ advance notice; and (b) the Council has consented to the performance of any Major such Scheduled Maintenance Outside the Window (such consent not to be unreasonably withheld or delayed), shall constitute the “Planned MaintenanceMaintenance Unavailability Period” for that month. The Supplier agrees that: • Subject to the following bullet point, a written notice declaring the cessation and termination Planned Maintenance Unavailability Period per calendar month shall not exceed: (i) For Contract Year 1 - [insert]; (ii) For the remainder of the applicable Major Term - [insert]. (the “Maximum Monthly Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written noticeUnavailability”).

Planned Maintenance. (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, Energy and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).

Planned Maintenance. (a) Subject to any modification or amendment The schedule for Planned Maintenance, including the total number of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Eq uivalent Planned Maintenance occurring Hours for each Contract Year that the Facility will be unavailable due to Planned Maintenance, is set forth in Schedule [6.2]. Seller may adjust the schedule for Planned Maintenance during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6Period pursuant to the terms set forth herein. Seller shall perform all may schedule Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) take place only during the months Months of March and April (“Spring Maintenance Period”) and October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any (“Fall Maintenance Period”). Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed schedules for the Spring Maintenance Period and the Fall Maintenance Period proposed by Seller shall be subject to such restrictions. (b) Buyer’s approval in its reasonable discretion. For each Spring Maintenance Period and Fall Maintenance Period during the Delivery Period, Seller shall deliver send to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and including the total number of hours that Seller expects Equivalent Planned Maintenance Hours that the Contract Capacity and Storage Capacity Facility will be unavailable due to Planned Maintenance) on or before the first day of the September preceding such Spring Maintenance Period and on or be before the first day of the February preceding such Fall Maintenance Period, respectively. The general form For the initial Contract Year, Seller shall send to Buyer its proposed schedule for Planned Maintenance during the 2007 Fall Maintenance Period (including the total number of Equivalent Planned Maintenance Hours that the Facility will be unavailable due to Planned Maintenance) on or before June 1, 2007. [adjust for the Three Year Reserve Capacity MUCCO Product] Each proposed schedule for Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in during any other Month shall be subject to the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative prior approval of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request. (d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).

Planned Maintenance. (a) Subject The Supplier shall take cognisance of the Client’s Planned Preventative Maintenance schedules. The Supplier shall include all building fabric maintenance tasks currently indicated within these documents in addition to any modification or amendment additional Client requirements; The Supplier shall adopt a proactive approach to preventative and cyclical maintenance and inspections such that breakdowns and failures are minimised. The Supplier shall agree an annual plan of this Agreement made pursuant works with the Client that complies with the following requirements; The forward maintenance register will be developed and submitted for agreement to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer Client on an annual basis as part of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either (i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions. (b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall (i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.) (c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer Service Delivery Plan at least two (2) weeks’ months prior written notice to the start of each Year of the Call-Off Contract. Any such Planned Maintenanceagreement will not constitute a limitation on the extent of the maintenance requirement; provided further that Buyer shall have Modifications to the right schedule of programmed maintenance will also be submitted to advise Seller of periods when Buyer prefersthe Client for approval, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to providing at least four (4) weeks term time notice; The Supplier must comply with such request. (d) Seller the schedule of programmed maintenance which shall use Commercially Reasonable Efforts be designed to complete any Planned Maintenance meet SFG20 requirements and place ensure compliance with the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to performance standards; Access for performing maintenance functions and all other works will be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate restricted in accordance with the terms performance standards of such Generation Forecast the Client (see also Security). The Supplier must comply at all times with these access restrictions and written notice).ensure that the minimum of disruption is caused to the operations of the Client, its staff, Building Users, and the overall Client Premises; A programme of inspection reports shall be submitted to the Client one (1) month post the Call-Off Contract Commencement Date; The Supplier shall submit a suggested report format for the reporting of the condition of the Planned Preventative Maintenance activities which shall be agreed with the Client prior to the Call-Off Contract Commencement Date; The report shall be submitted electronically to the Client within five (5) Working Days of undertaking the inspection; The Supplier shall report via email within twenty-four (24) hours of the inspection any defects of a Health and Safety nature it finds during the course of its inspection together with a recommendation for remedial action if defects cannot be fixed during the inspection; The Supplier shall submit by the end of the Mobilisation Period, its Planned Preventative Maintenance (PPM) Programme, which should include (and clearly identify) all statutory and routine tasks; and All maintenance routines with a frequency: