Common use of Scheduled Maintenance Clause in Contracts

Scheduled Maintenance. Project Company shall submit its desired schedule of Scheduled Outage periods (including the duration of each such period) to GPA six (6) months before the Required Phase 2 Commercial Operation Date and thereafter on [ ] 1st of each calendar year. Project Company shall use commercially reasonable efforts to schedule any Scheduled Outage periods during the period from [insert applicable month] to [insert applicable month] only or such other alternative periods as GPA may specify, provided that GPA does specify at least one (1) year in advance the alternative period and that the period available for Scheduled Outages is of equal duration to the period specified herein. Within thirty (30) Days of receipt of such schedule, GPA shall notify Project Company in writing as to the acceptability of such schedule. Project Company shall use all reasonable efforts to make each such Scheduled Outage period of relatively short duration consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility. The Project Company shall use all reasonable efforts to perform maintenance of equipment connected with photovoltaic solar production between the hours of [8:00pm and 6:00am]. If GPA does not accept any one or more of the requested Scheduled Outage(s) periods, GPA shall advise Project Company within thirty (30) Days of the receipt of Project Company's notification in accordance with sub-section (a) above of the acceptable period when GPA determines any such unacceptable Scheduled Outage can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices and the recommendations of the manufacturers of the various components of the Facility, and shall be of the same duration as the requested period. If GPA fails within such thirty (30) Day period to object to any Scheduled Outage for which it receives Notice pursuant to subsection (a) above or fails within such period to advise Project Company of a substitute time, Project Company may schedule and conduct the Scheduled Outage(s) as initially requested. Project Company shall schedule Scheduled Outages only at times determined as aforesaid; provided, however, that GPA may not require Project Company to schedule Scheduled Outages in a manner or time which is outside the Technical Limits, is inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to subsections (a), (b) and (c) above, GPA may, upon at least ninety (90) Days prior Notice and upon agreeing to pay the documented increased cost, if any, to the Project Company resulting therefrom, require Project Company to reschedule a Scheduled Outage; provided, however, (i) GPA shall not require such Scheduled Outage to be rescheduled for a period of shorter or longer duration or in a manner or time that is outside the Technical Limits, or inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility, (ii) GPA shall not require that a single Scheduled Outage period be split into two or more periods without compensating Project Company for any additional costs incurred thereby, and (iii) GPA shall not require that a Scheduled Outage be brought forward any earlier than sixty (60) Days from the date of such Notice without the consent of Project Company. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to sub sections (a), (b) and (c) above, Project Company may request a rescheduling of any Scheduled Outage upon ninety (90) Days prior written Notice to GPA. GPA shall respond to such request within ten (10) Business Days and shall not unreasonably withhold its permission for such rescheduling. When the need arises for a Maintenance Outage, Project Company shall advise GPA of such need and of the commencement and estimated duration of such work, and GPA shall allow Project Company to schedule such Maintenance Outage within a period of time that is reasonable under the circumstances, but in any event not to exceed the time required by the Technical Limits and Prudent Utility Practices. Project Company shall use all reasonable efforts to conduct such Maintenance Outage during off-peak hours, provided, however, that with respect to equipment used for photovoltaic solar production, the Project Company shall use all reasonable efforts to perform maintenance between the hours of [8:00pm and 6:00am]. Project Company may advise GPA orally of the above matters set forth in this subsection (f), and GPA shall respond orally within twenty-four (24) hours of such notice. GPA shall confirm its communication in writing within one (1) week of such oral notice. For those years in which Project Company plans to conduct a Major Overhaul, Project Company shall submit its Major Overhaul schedule (including the number of Units subject to Major Overhaul and outage duration of each Unit for such period) to GPA, for each Contract Year, one year in advance by Notice. It is expected that a Major Overhaul will take place approximately every [ ] operating hours, both as defined by the manufacturer and will not exceed [ ] Days in any Contract Year. Project Company shall use commercially reasonable efforts to not schedule a Major Overhaul during the months of [insert month] through [insert month] inclusive. Within thirty (30) Days of receipt of this schedule, GPA shall notify Project Company in writing as to the acceptability of such schedule. If GPA does not accept this schedule, GPA shall advise Project Company within thirty (30) Days of receipt of such Schedule of the time when GPA determines the Major Overhaul can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility, and shall be of equal duration as the requested period. If GPA fails within the allowed period to object to any Major Overhaul for which it receives Notice pursuant to this Article, or fails within such period to advise Project Company of a substitute time, Project Company may schedule the Major Overhaul as initially requested.

Scheduled Maintenance. Project Company No later than March 1, 2001, Seller shall --------------------- submit its desired to Buyer a proposed schedule of Scheduled Outage periods (including Maintenance Outages scheduled by Seller for the duration of following Contract Year for the Units, which schedule shall be updated by Seller by each March 31 and September 30 thereafter to cover the twelve month period following each such period) update; provided, however, that no Scheduled Maintenance Outage may be scheduled to GPA six (6) months before cover the Required Phase 2 Commercial Operation Date period from May 15 to September 15. Parameters within which Scheduled Maintenance Outages must be planned are included as Appendix I. If the OEM issues recommendations for changes to the parameters in Appendix I, the parties shall negotiate in good faith to revise Appendix I accordingly. Such schedule, and thereafter on [ ] 1st of each calendar year. Project Company supplement thereto, shall use commercially reasonable efforts to schedule any indicate the planned start and completion dates for each Scheduled Maintenance Outage periods during the period from [insert applicable month] to [insert applicable month] only or such other alternative periods as GPA may specify, provided covered thereby and the amount of the Net Dependable Capacity of a Unit that GPA does specify at least one (1) year in advance the alternative period and that the period available for Scheduled Outages is of equal duration to the period specified hereinwill be affected. Within thirty (30) Days days of receipt of such scheduleschedule or any supplement thereto, GPA shall notify Project Company Buyer may request reasonable modifications in writing as the Scheduled Maintenance Outage schedule contained therein. Both parties agree to the acceptability of such schedule. Project Company shall use all reasonable efforts to make each develop a mutually acceptable final schedule for such Scheduled Outage period Maintenance Outages. If within six months prior to the scheduled start of relatively short a Scheduled Maintenance Outage, Buyer desires to change the scheduled start or duration consistent with of such Scheduled Maintenance Outage, Buyer shall notify Seller of Buyer's requested change and Seller shall use reasonable efforts to accommodate Buyer's requested change. Seller may propose compensation from Buyer to Seller for such change. Buyer shall then have the Technical Limitsright to either direct such change and pay Seller such compensation, Prudent Utility Practicesor withdraw the request for such change. At least one week prior to any Scheduled Maintenance Outage, Seller shall orally notify Buyer of the expected start date of such Scheduled Maintenance Outage, the amount of Capacity at the Units that will not be available to Buyer during such Scheduled Maintenance Outage, and the recommendations of the manufacturers of the various components of the Facility. The Project Company shall use all reasonable efforts to perform maintenance of equipment connected with photovoltaic solar production between the hours of [8:00pm and 6:00am]. If GPA does not accept any one or more of the requested Scheduled Outage(s) periods, GPA shall advise Project Company within thirty (30) Days of the receipt of Project Company's notification in accordance with sub-section (a) above of the acceptable period when GPA determines any such unacceptable Scheduled Outage can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices and the recommendations of the manufacturers of the various components of the Facility, and shall be of the same duration as the requested period. If GPA fails within such thirty (30) Day period to object to any Scheduled Outage for which it receives Notice pursuant to subsection (a) above or fails within such period to advise Project Company of a substitute time, Project Company may schedule and conduct the Scheduled Outage(s) as initially requested. Project Company shall schedule Scheduled Outages only at times determined as aforesaid; provided, however, that GPA may not require Project Company to schedule Scheduled Outages in a manner or time which is outside the Technical Limits, is inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to subsections (a), (b) and (c) above, GPA may, upon at least ninety (90) Days prior Notice and upon agreeing to pay the documented increased cost, if any, to the Project Company resulting therefrom, require Project Company to reschedule a Scheduled Outage; provided, however, (i) GPA shall not require such Scheduled Outage to be rescheduled for a period of shorter or longer duration or in a manner or time that is outside the Technical Limits, or inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility, (ii) GPA shall not require that a single Scheduled Outage period be split into two or more periods without compensating Project Company for any additional costs incurred thereby, and (iii) GPA shall not require that a Scheduled Outage be brought forward any earlier than sixty (60) Days from the expected completion date of such Notice without the consent of Project CompanyScheduled Maintenance Outage. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to sub sections (a), (b) and (c) above, Project Company may request a rescheduling Seller shall orally notify Buyer of any subsequent changes in such Capacity not available or any subsequent changes in the Scheduled Maintenance Outage upon ninety (90) Days prior written Notice completion date. As soon as practicable, all such oral notifications shall be confirmed in writing. Scheduled Maintenance Outages may be taken in any number of non-contiguous periods, subject to GPA. GPA shall respond to such request within ten (10) Business Days and Buyer's approval, which shall not be unreasonably withhold its permission for such reschedulingwithheld or delayed. When Subject to the need arises for a foregoing, the duration, frequency and timing of Scheduled Maintenance Outage, Project Company Outages shall advise GPA of such need be based on OEM recommendations and the age and operation of the commencement and estimated duration Units generally plus up to five (5) days per Unit on a semi-annual basis for Non-Summer Period balance of such work, and GPA shall allow Project Company to schedule such Maintenance Outage within a period of time that is reasonable under the circumstances, but in any event not to exceed the time required by the Technical Limits and Prudent Utility Practices. Project Company shall use all reasonable efforts to conduct such Maintenance Outage during off-peak hours, provided, however, that with respect to equipment used for photovoltaic solar production, the Project Company shall use all reasonable efforts to perform maintenance between the hours of [8:00pm and 6:00am]. Project Company may advise GPA orally of the above matters set forth in this subsection (f), and GPA shall respond orally within twenty-four (24) hours of such notice. GPA shall confirm its communication in writing within one (1) week of such oral notice. For those years in which Project Company plans to conduct a Major Overhaul, Project Company shall submit its Major Overhaul schedule (including the number of Units subject to Major Overhaul and outage duration of each Unit for such period) to GPA, for each Contract Year, one year in advance by Notice. It is expected that a Major Overhaul will take place approximately every [ ] operating hours, both as defined by the manufacturer and will not exceed [ ] Days in any Contract Year. Project Company shall use commercially reasonable efforts to not schedule a Major Overhaul during the months of [insert month] through [insert month] inclusive. Within thirty (30) Days of receipt of this schedule, GPA shall notify Project Company in writing as to the acceptability of such schedule. If GPA does not accept this schedule, GPA shall advise Project Company within thirty (30) Days of receipt of such Schedule of the time when GPA determines the Major Overhaul can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility, and shall be of equal duration as the requested period. If GPA fails within the allowed period to object to any Major Overhaul for which it receives Notice pursuant to this Article, or fails within such period to advise Project Company of a substitute time, Project Company may schedule the Major Overhaul as initially requestedplant maintenance.

Scheduled Maintenance. Project Company No later than March 1, 2001, Seller shall submit its desired to Buyer a proposed schedule of Scheduled Outage periods (including Maintenance Outages scheduled by Seller for the duration of following Contract Year for the Units, which schedule shall be updated by Seller by each March 31 and September 30 thereafter to cover the twelve month period following each such period) update; provided, however, that no Scheduled Maintenance Outage may be scheduled to GPA six (6) months before cover the Required Phase 2 Commercial Operation Date period from May 15 to September 15. Parameters within which Scheduled Maintenance Outages must be planned are included as Appendix I. If the OEM issues recommendations for changes to the parameters in Appendix I, the parties shall negotiate in good faith to revise Appendix I accordingly. Such schedule, and thereafter on [ ] 1st of each calendar year. Project Company supplement thereto, shall use commercially reasonable efforts to schedule any indicate the planned start and completion dates for each Scheduled Maintenance Outage periods during the period from [insert applicable month] to [insert applicable month] only or such other alternative periods as GPA may specify, provided covered thereby and the amount of the Net Dependable Capacity of a Unit that GPA does specify at least one (1) year in advance the alternative period and that the period available for Scheduled Outages is of equal duration to the period specified hereinwill be affected. Within thirty (30) Days days of receipt of such scheduleschedule or any supplement thereto, GPA shall notify Project Company Buyer may request reasonable modifications in writing as the Scheduled Maintenance Outage schedule contained therein. Both parties agree to the acceptability of such schedule. Project Company shall use all reasonable efforts to make each develop a mutually acceptable final schedule for such Scheduled Outage period Maintenance Outages. If within six months prior to the scheduled start of relatively short a Scheduled Maintenance Outage, Buyer desires to change the scheduled start or duration consistent with of such Scheduled Maintenance Outage, Buyer shall notify Seller of Buyer's requested change and Seller shall use reasonable efforts to accommodate Buyer's requested change. Seller may propose compensation from Buyer to Seller for such change. Buyer shall then have the Technical Limitsright to either direct such change and pay Seller such compensation, Prudent Utility Practicesor withdraw the request for such change. At least one week prior to any Scheduled Maintenance Outage, Seller shall orally notify Buyer of the expected start date of such Scheduled Maintenance Outage, the amount of Capacity at the Units that will not be available to Buyer during such Scheduled Maintenance Outage, and the recommendations of the manufacturers of the various components of the Facility. The Project Company shall use all reasonable efforts to perform maintenance of equipment connected with photovoltaic solar production between the hours of [8:00pm and 6:00am]. If GPA does not accept any one or more of the requested Scheduled Outage(s) periods, GPA shall advise Project Company within thirty (30) Days of the receipt of Project Company's notification in accordance with sub-section (a) above of the acceptable period when GPA determines any such unacceptable Scheduled Outage can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices and the recommendations of the manufacturers of the various components of the Facility, and shall be of the same duration as the requested period. If GPA fails within such thirty (30) Day period to object to any Scheduled Outage for which it receives Notice pursuant to subsection (a) above or fails within such period to advise Project Company of a substitute time, Project Company may schedule and conduct the Scheduled Outage(s) as initially requested. Project Company shall schedule Scheduled Outages only at times determined as aforesaid; provided, however, that GPA may not require Project Company to schedule Scheduled Outages in a manner or time which is outside the Technical Limits, is inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to subsections (a), (b) and (c) above, GPA may, upon at least ninety (90) Days prior Notice and upon agreeing to pay the documented increased cost, if any, to the Project Company resulting therefrom, require Project Company to reschedule a Scheduled Outage; provided, however, (i) GPA shall not require such Scheduled Outage to be rescheduled for a period of shorter or longer duration or in a manner or time that is outside the Technical Limits, or inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility, (ii) GPA shall not require that a single Scheduled Outage period be split into two or more periods without compensating Project Company for any additional costs incurred thereby, and (iii) GPA shall not require that a Scheduled Outage be brought forward any earlier than sixty (60) Days from the expected completion date of such Notice without the consent of Project CompanyScheduled Maintenance Outage. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to sub sections (a), (b) and (c) above, Project Company may request a rescheduling Seller shall orally notify Buyer of any subsequent changes in such Capacity not available or any subsequent changes in the Scheduled Maintenance Outage upon ninety (90) Days prior written Notice completion date. As soon as practicable, all such oral notifications shall be confirmed in writing. Scheduled Maintenance Outages may be taken in any number of non-contiguous periods, subject to GPA. GPA shall respond to such request within ten (10) Business Days and Buyer's approval, which shall not be unreasonably withhold its permission for such reschedulingwithheld or delayed. When Subject to the need arises for a foregoing, the duration, frequency and timing of Scheduled Maintenance Outage, Project Company Outages shall advise GPA of such need be based on OEM recommendations and the age and operation of the commencement and estimated duration Units generally plus up to five (5) days per Unit on a semi-annual basis for Non-Summer Period balance of such work, and GPA shall allow Project Company to schedule such Maintenance Outage within a period of time that is reasonable under the circumstances, but in any event not to exceed the time required by the Technical Limits and Prudent Utility Practices. Project Company shall use all reasonable efforts to conduct such Maintenance Outage during off-peak hours, provided, however, that with respect to equipment used for photovoltaic solar production, the Project Company shall use all reasonable efforts to perform maintenance between the hours of [8:00pm and 6:00am]. Project Company may advise GPA orally of the above matters set forth in this subsection (f), and GPA shall respond orally within twenty-four (24) hours of such notice. GPA shall confirm its communication in writing within one (1) week of such oral notice. For those years in which Project Company plans to conduct a Major Overhaul, Project Company shall submit its Major Overhaul schedule (including the number of Units subject to Major Overhaul and outage duration of each Unit for such period) to GPA, for each Contract Year, one year in advance by Notice. It is expected that a Major Overhaul will take place approximately every [ ] operating hours, both as defined by the manufacturer and will not exceed [ ] Days in any Contract Year. Project Company shall use commercially reasonable efforts to not schedule a Major Overhaul during the months of [insert month] through [insert month] inclusive. Within thirty (30) Days of receipt of this schedule, GPA shall notify Project Company in writing as to the acceptability of such schedule. If GPA does not accept this schedule, GPA shall advise Project Company within thirty (30) Days of receipt of such Schedule of the time when GPA determines the Major Overhaul can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility, and shall be of equal duration as the requested period. If GPA fails within the allowed period to object to any Major Overhaul for which it receives Notice pursuant to this Article, or fails within such period to advise Project Company of a substitute time, Project Company may schedule the Major Overhaul as initially requestedplant maintenance.

Scheduled Maintenance. Project Company shall submit its desired Prior to the Effective Date, each of Customer and Refiner submitted, and Refiner and Customer accepted, a proposed schedule of Scheduled Outage periods (including Maintenance for the duration Customer’s Facility and the Refinery, respectively, for the first four Semi-Annual Periods during the Term. No later than 30 days prior to the expiration of each Semi-Annual Period, each of Customer and Refiner shall submit to the other a proposed schedule of Scheduled Maintenance for the following two Semi-Annual Periods for Customer’s Facility and the Refinery, respectively, which schedule shall be updated by Customer and Refiner, respectively, for each Semi-Annual Period thereafter within 15 days before the commencement of such period) . Parameters within which Scheduled Maintenance must be planned are included as Schedule H. Such schedule, and each supplement thereto, shall indicate the planned start and completion dates for each Scheduled Maintenance during the period covered thereby and the amount of the Capacity of the Customer’s Facility or Unit that will be affected during the period covered thereby. Within 30 days of receipt of such schedule or any supplement thereto, the other Party may request modifications to GPA six (6) months before the Required Phase 2 Commercial Operation Date and thereafter on [ ] 1st of each calendar yearsuch schedule or supplement. Project Company shall Both Parties agree to use commercially reasonable efforts to develop a mutually acceptable final schedule any for such Scheduled Outage periods during Maintenance. The Party scheduling the period from [insert applicable month] to [insert applicable month] only or such other alternative periods as GPA may specify, provided that GPA does specify at least one (1) year in advance the alternative period maintenance shall send oral and that the period available for Scheduled Outages is of equal duration written notification to the period specified herein. Within thirty (30) Days other Party of receipt the expected start date of such scheduleScheduled Maintenance, GPA shall notify Project Company in writing as to the acceptability amount of such schedule. Project Company shall use all reasonable efforts to make each Capacity at the Customer’s Facility or Refinery that will not be operating during such Scheduled Outage period of relatively short duration consistent with the Technical Limits, Prudent Utility PracticesMaintenance, and the recommendations expected completion date of the manufacturers of the various components of the Facilitysuch Scheduled Maintenance. The Project Company scheduling Party shall use all reasonable efforts to perform maintenance of equipment connected with photovoltaic solar production between the hours of [8:00pm send oral and 6:00am]. If GPA does not accept any one or more of the requested Scheduled Outage(s) periods, GPA shall advise Project Company within thirty (30) Days of the receipt of Project Company's written notification in accordance with sub-section (a) above of the acceptable period when GPA determines any such unacceptable Scheduled Outage can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices and the recommendations other Party of the manufacturers of the various components of the Facility, and shall be of the same duration as the requested period. If GPA fails within such thirty (30) Day period to object to any Scheduled Outage for which it receives Notice pursuant to subsection (a) above or fails within such period to advise Project Company of a substitute time, Project Company may schedule and conduct subsequent changes in the Scheduled Outage(s) as initially requested. Project Company shall schedule Scheduled Outages only at times determined as aforesaid; provided, however, that GPA may not require Project Company to schedule Scheduled Outages in a manner or time which is outside the Technical Limits, is inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the FacilityMaintenance completion date. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to subsections (a)foregoing, (b) the Parties shall keep each other timely informed about planned turnarounds, shutdowns, major technical projects, capital projects and (c) above, GPA may, upon at least ninety (90) Days prior Notice and upon agreeing to pay the documented increased cost, if any, any other major events that in each case are relevant to the Project Company resulting therefrom, require Project Company to reschedule a Scheduled Outage; provided, however, (i) GPA shall not require such Scheduled Outage to be rescheduled for a period of shorter or longer duration or in a manner or time that is outside the Technical Limits, or inconsistent with Prudent Utility Practices or the recommendations operation of the manufacturers of Refinery and/or the various components of the Facility, (ii) GPA shall not require that a single Scheduled Outage period be split into two or more periods without compensating Project Company for any additional costs incurred thereby, and (iii) GPA shall not require that a Scheduled Outage be brought forward any earlier than sixty (60) Days from the date of such Notice without the consent of Project Company. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to sub sections (a), (b) and (c) above, Project Company may request a rescheduling of any Scheduled Outage upon ninety (90) Days prior written Notice to GPA. GPA shall respond to such request within ten (10) Business Days and shall not unreasonably withhold its permission for such rescheduling. When the need arises for a Maintenance Outage, Project Company shall advise GPA of such need and of the commencement and estimated duration of such work, and GPA shall allow Project Company to schedule such Maintenance Outage within a period of time that is reasonable under the circumstances, but in any event not to exceed the time required by the Technical Limits and Prudent Utility Practices. Project Company shall use all reasonable efforts to conduct such Maintenance Outage during off-peak hours, provided, however, that with respect to equipment used for photovoltaic solar production, the Project Company shall use all reasonable efforts to perform maintenance between the hours of [8:00pm and 6:00am]. Project Company may advise GPA orally of the above matters set forth in this subsection (f), and GPA shall respond orally within twenty-four (24) hours of such notice. GPA shall confirm its communication in writing within one (1) week of such oral notice. For those years in which Project Company plans to conduct a Major Overhaul, Project Company shall submit its Major Overhaul schedule (including the number of Units subject to Major Overhaul and outage duration of each Unit for such period) to GPA, for each Contract Year, one year in advance by Notice. It is expected that a Major Overhaul will take place approximately every [ ] operating hours, both as defined by the manufacturer and will not exceed [ ] Days in any Contract Year. Project Company shall use commercially reasonable efforts to not schedule a Major Overhaul during the months of [insert month] through [insert month] inclusive. Within thirty (30) Days of receipt of this schedule, GPA shall notify Project Company in writing as to the acceptability of such schedule. If GPA does not accept this schedule, GPA shall advise Project Company within thirty (30) Days of receipt of such Schedule of the time when GPA determines the Major Overhaul can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility, and shall be of equal duration as the requested period. If GPA fails within the allowed period to object to any Major Overhaul for which it receives Notice pursuant to this Article, or fails within such period to advise Project Company of a substitute time, Project Company may schedule the Major Overhaul as initially requestedCustomer’s Facilities.

Scheduled Maintenance. Project Company shall submit its desired schedule of Scheduled Outage periods (including the duration of each such period) to GPA six (6) months before the Required Phase 2 Commercial Operation Date and thereafter on [ ] 1st of each calendar year. Project Company shall use commercially reasonable efforts to schedule any Scheduled Outage periods during the period from [insert applicable month] to [insert applicable month] only or such other alternative periods as GPA may specify, provided that GPA does specify at least one (1) year in advance the alternative period and that the period available for Scheduled Outages is of equal duration to the period specified herein. Within thirty (30) Days of receipt of such schedule, GPA shall notify Project Company in writing as to the acceptability of such schedule. Project Company shall use all reasonable efforts to make each such Scheduled Outage period of relatively short duration consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility. The Project Company shall use all reasonable efforts to perform maintenance of equipment connected with photovoltaic solar production between the hours of [8:00pm and 6:00am]. If GPA does not accept any one or more of the requested Scheduled Outage(s) periods, GPA shall advise Project Company within thirty (30) Days of the receipt of Project Company's notification in accordance with sub-section (a) above of the acceptable period when GPA determines any such unacceptable Scheduled Outage can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices and the recommendations of the manufacturers of the various components of the Facility, and shall be of the same duration as the requested period. If GPA fails within such thirty At least (3060) Day period to object to any Scheduled Outage for which it receives Notice pursuant to subsection (a) above or fails within such period to advise Project Company of a substitute time, Project Company may schedule and conduct the Scheduled Outage(s) as initially requested. Project Company shall schedule Scheduled Outages only at times determined as aforesaid; provided, however, that GPA may not require Project Company to schedule Scheduled Outages in a manner or time which is outside the Technical Limits, is inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to subsections (a), (b) and (c) above, GPA may, upon at least ninety (90) Days days prior Notice and upon agreeing to pay the documented increased cost, if any, to the Project Company resulting therefrom, require Project Company to reschedule a Scheduled Outage; provided, however, to: (i) GPA shall not require such Scheduled Outage to be rescheduled for a period of shorter or longer duration or in a manner or time that is outside the Technical Limitsanticipated Commercial Operation Date, or inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility, and (ii) GPA shall not require that a single Scheduled Outage period be split into two or more periods without compensating Project Company for any additional costs incurred thereby, and (iii) GPA shall not require that a Scheduled Outage be brought forward any earlier than at least sixty (60) Days from prior to the date beginning of such Notice without each subsequent Contract Year, Seller shall submit to Purchaser a proposed schedule for Scheduled Maintenance Outages for the consent of Project Companyupcoming period. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to sub sections (a), (b) and (c) above, Project Company may request a rescheduling of any Scheduled Outage upon ninety (90) Days prior written Notice to GPA. GPA shall respond to such request within Within ten (10) Business Days after Seller has provided to Purchaser the proposed schedule for Scheduled Maintenance Outages, Purchaser may request that Seller re-schedule any such Schedule Maintenance Outage and Seller shall exercise Commercially Reasonable Efforts to effectuate the requested change in schedule. If the requested changes would result in additional costs to seller, Seller shall notify Purchaser of such additional costs. Upon receipt of the foregoing notification from Seller, if Purchaser wishes for Seller to proceed with the proposed changed schedule, Purchaser shall so notify Seller and shall not unreasonably withhold its permission reimburse Seller for such reschedulingSeller’s reasonable additional costs as were described in Seller’s notice to Purchaser; otherwise Seller shall proceed in accordance with the schedule set forth in Seller’s notice hereunder. When the need arises for a Maintenance Outage, Project Company shall advise GPA of such need and of the commencement and estimated duration of such work, and GPA shall allow Project Company to schedule such Maintenance Outage within a period of time that is reasonable under the circumstances, but in any event not to exceed the time required by the Technical Limits and Prudent Utility Practices. Project Company Seller shall use all reasonable efforts Commercially Reasonable Efforts to conduct such minimize any costs reimbursable by Purchaser under this Section 5.2(a). In addition to the foregoing, Seller acknowledges that Purchaser will rely on the Scheduled Maintenance Outage during off-peak hoursOutages for purposes of planning Purchaser’s Gas requirements. Thus, provided, however, provided that Seller complies with respect to equipment used for photovoltaic solar production, the Project Company shall use all reasonable efforts to perform maintenance between the hours of [8:00pm and 6:00am]. Project Company may advise GPA orally of the above matters notice provisions set forth in this subsection (fSection 5.2(a), Seller shall not be obligated to provide Replacement Gas or to pay Replacement Gas costs during any period of Scheduled Maintenance Outage. If the period of any Scheduled Maintenance Outage extends beyond the period described in Seller’s notice to Purchaser describing the nature and GPA shall respond orally within twenty-four (24) hours of such notice. GPA shall confirm its communication in writing within one (1) week of such oral notice. For those years in which Project Company plans to conduct a Major Overhaul, Project Company shall submit its Major Overhaul schedule (including the number of Units subject to Major Overhaul and outage duration of each Unit for the Scheduled Maintenance Outage, then such period) additional period shall be considered an Unscheduled Maintenance Outage and Seller shall thereafter be obligated to GPA, for each Contract Year, one year in advance by Noticeprovide Gas consistent with any prior Firm obligation and Purchaser’s rights to receive Gas during an Unscheduled Maintenance Outage. It is expected that a Major Overhaul will take place approximately every [ ] operating hours, both as defined by the manufacturer and will The obligation to pay Replacement Gas Costs shall not exceed [ ] Days in any Contract Year. Project Company shall use commercially reasonable efforts apply to not schedule a Major Overhaul Scheduled Maintenance Outages otherwise during the months of [insert month] through [insert month] inclusive. Within thirty first six (306) Days of receipt of this schedule, GPA shall notify Project Company in writing as to Months after the acceptability of such schedule. If GPA does not accept this schedule, GPA shall advise Project Company within thirty (30) Days of receipt of such Schedule of the time when GPA determines the Major Overhaul can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility, and shall be of equal duration as the requested period. If GPA fails within the allowed period to object to any Major Overhaul for which it receives Notice pursuant to this Article, or fails within such period to advise Project Company of a substitute time, Project Company may schedule the Major Overhaul as initially requestedCommercial Operation Date.

Scheduled Maintenance. Project Company Scheduling Procedure. Subject to subsection (b) below, Seller shall submit its desired to Buyer a schedule of maintenance of the Facilities (each, a "Maintenance Schedule" and each item thereon a "Scheduled Outage periods Maintenance Outage") for each Calendar Year and a projection of scheduled outages for the following four years thereafter no later than twelve (including the duration of each such period) to GPA six (612) months before the Required Phase 2 Commercial Operation Date and thereafter on [ ] 1st beginning of each calendar year. Project Company shall use commercially reasonable efforts to schedule any Scheduled Outage periods during the period from [insert applicable month] to [insert applicable month] only year (or such other alternative periods as GPA may specify, provided that GPA does specify at least one not later than three (13) year in advance the alternative period and that the period available for Scheduled Outages is of equal duration months prior to the period specified hereindeadline for submittal of any such schedule to the Transmission Provider or any other applicable Governing Authority, if earlier); except that within thirty (30) days following the Effective Date, Seller shall submit to Buyer a Maintenance Schedule for the remainder of the Calendar Year in which the Effective Date occurs and for the following Calendar Year. Each Maintenance Schedule shall meet the requirements set forth in Section 5.1(b). 23 Within thirty (30) Days days of receipt of such scheduleMaintenance Schedule, GPA shall notify Project Company in writing as Buyer may request reasonable modifications therein to the acceptability of such schedule. Project Company shall use all reasonable efforts extent the requested modifications are not contrary to make each such Scheduled Outage period of relatively short duration consistent with the Technical Limits, Prudent Utility PracticesPractice. Subject to subsection (b) below, Buyer and Seller shall work together to schedule Scheduled Maintenance Outages to meet their mutual requirements and the recommendations requirements of the manufacturers Transmission Provider and/or Transmission Owner, it being understood that Buyer shall consider, among other things, its reserve requirements, energy delivery commitments, costs of replacement power and other generating resources and expected loads in requesting such reasonable modifications; provided, that in the various components event of the Facility. The Project Company shall use all reasonable efforts to perform maintenance of equipment connected with photovoltaic solar production between the hours of [8:00pm and 6:00am]. If GPA does not accept any one or more of the requested Scheduled Outage(s) periodsa disagreement, GPA shall advise Project Company within thirty (30) Days of the receipt of Project Company's notification in accordance with sub-section (a) above of the acceptable period when GPA determines any such unacceptable Scheduled Outage can be rescheduled. The rescheduled time scheduling shall be as close as reasonably practicable to resolved by the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices and the recommendations of the manufacturers of the various components of the Facility, and Administrative Committee. All Scheduled Maintenance Outages shall be of a duration that is no longer than that reasonably necessary to carry out the same duration required maintenance activities. Seller shall provide notice to Buyer as soon as practicable but in any event no later than forty-eight (48) hours prior to the requested periodexpected cessation of maintenance activities and shall promptly inform Buyer of the completion of such activities. If GPA fails Scheduled Maintenance Outages for the subsequent three (3) year period of the Maintenance Schedule may only be rescheduled within a period of time from 30 days prior to the projected start of such thirty (30) Day period Scheduled Maintenance Outage to object to any 30 days after the projected end of such Scheduled Outage for which it receives Notice pursuant to subsection (a) above or fails within such period to advise Project Company of a substitute time, Project Company may schedule and conduct the Scheduled Outage(s) as initially requested. Project Company shall schedule Scheduled Outages only at times determined as aforesaidMaintenance Outage; provided, however, that GPA no Scheduled Maintenance Outage in such subsequent three (3) year period may not require Project Company be rescheduled so that all or any portion of such Scheduled Maintenance Outage falls within a different Calendar Year; and provided, further, that if Seller experiences an extended Unscheduled Outage and desires to schedule Scheduled Outages in a manner or time which is outside the Technical Limits, is inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility. Notwithstanding the fixing of a time for move a Scheduled Maintenance Outage pursuant to subsections (a)into a prior or subsequent Calendar Year, (b) and (c) above, GPA may, upon at least ninety (90) Days prior Notice and upon agreeing to pay the documented increased cost, if any, to the Project Company resulting therefrom, any such rescheduling shall require Project Company to reschedule a Scheduled Outage; provided, however, (i) GPA shall not require such Scheduled Outage to be rescheduled for a period of shorter or longer duration or in a manner or time that is outside the Technical Limits, or inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility, (ii) GPA shall not require that a single Scheduled Outage period be split into two or more periods without compensating Project Company for any additional costs incurred thereby, and (iii) GPA shall not require that a Scheduled Outage be brought forward any earlier than sixty (60) Days from the date of such Notice without the consent of Project Company. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to sub sections (a)Buyer, (b) and (c) above, Project Company may request a rescheduling of any Scheduled Outage upon ninety (90) Days prior written Notice to GPA. GPA shall respond to such request within ten (10) Business Days and shall not unreasonably withhold its permission for such rescheduling. When the need arises for a Maintenance Outage, Project Company shall advise GPA of such need and of the commencement and estimated duration of such work, and GPA shall allow Project Company to schedule such Maintenance Outage within a period of time that is reasonable under the circumstances, but in any event not to exceed the time required by the Technical Limits and Prudent Utility Practices. Project Company shall use all reasonable efforts to conduct such Maintenance Outage during off-peak hours, provided, however, that with respect to equipment used for photovoltaic solar production, the Project Company shall use all reasonable efforts to perform maintenance between the hours of [8:00pm and 6:00am]. Project Company may advise GPA orally of the above matters set forth in this subsection (f), and GPA shall respond orally within twenty-four (24) hours of such notice. GPA shall confirm its communication in writing within one (1) week of such oral notice. For those years in which Project Company plans to conduct a Major Overhaul, Project Company shall submit its Major Overhaul schedule (including the number of Units subject to Major Overhaul and outage duration of each Unit for such period) to GPA, for each Contract Year, one year in advance by Notice. It is expected that a Major Overhaul will take place approximately every [ ] operating hours, both as defined by the manufacturer and will not exceed [ ] Days in any Contract Year. Project Company shall use commercially reasonable efforts to not schedule a Major Overhaul during the months of [insert month] through [insert month] inclusive. Within thirty (30) Days of receipt of this schedule, GPA shall notify Project Company in writing as to the acceptability of such schedule. If GPA does not accept this schedule, GPA shall advise Project Company within thirty (30) Days of receipt of such Schedule of the time when GPA determines the Major Overhaul can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility, and shall be of equal duration as the requested period. If GPA fails within the allowed period to object to any Major Overhaul for which it receives Notice pursuant to this Article, or fails within such period to advise Project Company of a substitute time, Project Company may schedule the Major Overhaul as initially requestedunreasonably withheld.

Scheduled Maintenance. Project Company shall submit its desired (a) At least 55 Days prior to March 28th of each year for Unit 0 xxx April 5th of each year for Unit 0, Xxxxxxxxx xxxll provide to Seller a non-binding proposed schedule of Capacity Factor and Start-Ups for such Dedicated Unit for each of the following twelve Months. In connection with its rights as purchaser under the Xxxxxxx PPA, Seller shall promptly submit such schedule to Xxxxxxx in accordance with the Xxxxxxx PPA, and promptly after receipt from Xxxxxxx shall promptly provide Purchaser with Xxxxxxx’x proposed schedule for Scheduled Maintenance Outages for the period provided in accordance with the Xxxxxxx PPA. Within eight (8) Days after Seller has provided to Purchaser the proposed schedule for Scheduled Maintenance Outages, Purchaser may request Seller to request that Xxxxxxx re-schedule any such Scheduled Maintenance Outage periods (including and Seller shall exercise Commercially Reasonable Efforts in accordance with its rights as purchaser under the duration of each Xxxxxxx PPA to effectuate such period) change in schedule consistent with Prudent Industry Practices and the then current equipment manufacturers’ recommendations. Seller shall not consent to GPA six (6) months before the Required Phase 2 Commercial Operation Date and thereafter on [ ] 1st of each calendar year. Project Company shall use commercially reasonable efforts any proposal by Xxxxxxx to schedule any Scheduled Outage periods Maintenance Outages during the period from [insert applicable month] Restricted Months without Purchaser’s consent, which may be withheld in Purchaser’s sole discretion. Any Scheduled Maintenance Outages scheduled for Months during the Peak Season Months that are not Restricted Months shall be subject to [insert applicable month] only or such other alternative periods as GPA may specify, rescheduling by Purchaser pursuant to this Section 5.2(a). Within eight (8) Days after Seller has provided that GPA does specify at least one (1) year in advance to Purchaser the alternative period and that the period available proposed schedule for Scheduled Maintenance Outages, Purchaser may request changes to such Scheduled Maintenance Outages is scheduled during the Peak Season Months that are not Restricted Months. If, pursuant to Prudent Industry Practices and then current equipment manufacturers’ recommendations, such requested changes would result in additional costs to Seller, Seller shall notify Purchaser of equal duration to the period specified hereinsuch additional costs. Within thirty (30) Days of Upon receipt of such notification from Seller, if Purchaser wishes for Seller to proceed with such changed schedule, GPA Purchaser shall so notify Project Company Seller and shall reimburse Seller for such reasonable additional costs as were described in writing as Seller’s notice to the acceptability of such schedule. Project Company Purchaser; otherwise Seller shall use all reasonable efforts to make each such Scheduled Outage period of relatively short duration consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility. The Project Company shall use all reasonable efforts to perform maintenance of equipment connected with photovoltaic solar production between the hours of [8:00pm and 6:00am]. If GPA does not accept any one or more of the requested Scheduled Outage(s) periods, GPA shall advise Project Company within thirty (30) Days of the receipt of Project Company's notification proceed in accordance with sub-section (a) above of the acceptable period when GPA determines any such unacceptable Scheduled Outage can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices and the recommendations of the manufacturers of the various components of the Facility, and shall be of the same duration as the requested period. If GPA fails within such thirty (30) Day period to object to any Scheduled Outage for which it receives Notice pursuant to subsection (a) above or fails within such period to advise Project Company of a substitute time, Project Company may schedule and conduct the Scheduled Outage(s) as initially requested. Project Company shall schedule Scheduled Outages only at times determined as aforesaid; provided, however, that GPA may not require Project Company to schedule Scheduled Outages in a manner or time which is outside the Technical Limits, is inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to subsections (a), (b) and (c) above, GPA may, upon at least ninety (90) Days prior Notice and upon agreeing to pay the documented increased cost, if any, to the Project Company resulting therefrom, require Project Company to reschedule a Scheduled Outage; provided, however, (i) GPA shall not require such Scheduled Outage to be rescheduled for a period of shorter or longer duration or in a manner or time that is outside the Technical Limits, or inconsistent with Prudent Utility Practices or the recommendations of the manufacturers of the various components of the Facility, (ii) GPA shall not require that a single Scheduled Outage period be split into two or more periods without compensating Project Company for any additional costs incurred thereby, and (iii) GPA shall not require that a Scheduled Outage be brought forward any earlier than sixty (60) Days from the date of such Notice without the consent of Project Company. Notwithstanding the fixing of a time for a Scheduled Outage pursuant to sub sections (a), (b) and (c) above, Project Company may request a rescheduling of any Scheduled Outage upon ninety (90) Days prior written Notice to GPA. GPA shall respond to such request within ten (10) Business Days and shall not unreasonably withhold its permission for such rescheduling. When the need arises for a Maintenance Outage, Project Company shall advise GPA of such need and of the commencement and estimated duration of such work, and GPA shall allow Project Company to schedule such Maintenance Outage within a period of time that is reasonable under the circumstances, but in any event not to exceed the time required by the Technical Limits and Prudent Utility Practices. Project Company shall use all reasonable efforts to conduct such Maintenance Outage during off-peak hours, provided, however, that with respect to equipment used for photovoltaic solar production, the Project Company shall use all reasonable efforts to perform maintenance between the hours of [8:00pm and 6:00am]. Project Company may advise GPA orally of the above matters set forth in this subsection (f), and GPA shall respond orally within twenty-four (24) hours of such noticeSeller’s notice hereunder. GPA shall confirm its communication in writing within one (1) week of such oral notice. For those years in which Project Company plans to conduct a Major Overhaul, Project Company shall submit its Major Overhaul schedule (including the number of Units subject to Major Overhaul and outage duration of each Unit for such period) to GPA, for each Contract Year, one year in advance by Notice. It is expected that a Major Overhaul will take place approximately every [ ] operating hours, both as defined by the manufacturer and will not exceed [ ] Days in any Contract Year. Project Company Seller shall use commercially reasonable efforts Commercially Reasonable Efforts in accordance with its rights as purchaser under the Xxxxxxx PPA to not schedule a Major Overhaul during the months of [insert month] through [insert month] inclusive. Within thirty (30) Days of receipt of cause Xxxxxxx to minimize any costs reimbursable by Purchaser under this schedule, GPA shall notify Project Company in writing as to the acceptability of such schedule. If GPA does not accept this schedule, GPA shall advise Project Company within thirty (30) Days of receipt of such Schedule of the time when GPA determines the Major Overhaul can be rescheduled. The rescheduled time shall be as close as reasonably practicable to the requested time, shall be consistent with the Technical Limits, Prudent Utility Practices, and the recommendations of the manufacturers of the various components of the Facility, and shall be of equal duration as the requested period. If GPA fails within the allowed period to object to any Major Overhaul for which it receives Notice pursuant to this Article, or fails within such period to advise Project Company of a substitute time, Project Company may schedule the Major Overhaul as initially requestedSection 5.2(a).