Common use of Planned Outages Clause in Contracts

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests to the CAISO in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with [Section 3.4[(b)][(c)](iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4[(b)][(c)](iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to intermittent facilities only] [3.4[(b)][(c)](iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(b)(iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VI no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate XxxxxBuyer’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests to the CAISO in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with [Section 3.4[(b)][(c)](iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4[(b)][(c)](iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to intermittent facilities only] [3.4[(b)][(c)](iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4[(b)][(c)](iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VI no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by XXXXX. For non-CAISO ordered changes to a Planned Outage schedule requested by Xxxxx, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Xxxxx agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Xxxxx’s request.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st complying with the Annual Forecast of each year during Available Capacity described in Section 3.4(c)(iii)(a) and implementing the Delivery Termnotification procedures set forth in Appendix VI. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with the Annual Forecast of Available Capacity procedure set forth in Appendix VIII no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned completed Outage schedule Notification Form in accordance with the provisions set forth in Appendix IX no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Appendix IX below no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule Schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. Unless Buyer is transmitting a CAISO order to Seller once a Planned Outage schedule has been finalized by Buyer and Seller, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with [Section 3.4[(b)][(c)](iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4[(b)][(c)](iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to intermittent facilities only] [3.4[(b)][(c)](iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4[(b)][(c)](iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VI no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with Section 3.4(c)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(c)(iii)(B), (Monthly Forecast of Available Capacity”) and implementing the notification procedures set forth in Appendix VI no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by XXXXX. For non-CAISO ordered changes to a Planned Outage schedule requested by Xxxxx, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Xxxxx agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Xxxxx’s request.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with [Section 3.4[(b)][(c)](iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4[(b)][(c)](iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to intermittent facilities only] [3.4[(b)][(c)](iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(b)(iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VIII no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or thirty (30) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with Section 3.4(c)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(c)(iii)(B), (Monthly Forecast of Available Capacity”) and implementing the notification procedures set forth in Appendix VI no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project Facility for the following calendar year by submitting a written Planned Outage schedule no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project Facility must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project Facility during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned completed Outage schedule Notification Form in accordance with the provisions set forth in Appendix IX no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Appendix IX below no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct planned outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule Schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. Unless Buyer is transmitting a CAISO order to Seller once a Planned Outage schedule has been finalized by Buyer and Seller, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with Section 3.7(a)(i), (“Annual Forecast of Available Capacity”) and Section 3.7(a)(ii), (Monthly Forecast of Available Capacity”) and implementing the notification procedures set forth in Appendix VI no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(b)(i), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by XXXXX. For non-CAISO ordered changes to a Planned Outage schedule requested by Xxxxx, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Xxxxx agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Xxxxx’s request.

Planned Outages. Seller Except in the case of a Forced Outage, Reclamation shall schedule any Planned Outage in accordance with this section 5.1.1.2.1. At least ninety (90) days of the beginning of each Fiscal Year during the Term, Reclamation shall provide Contractor with a proposed schedule of Planned Outages for the Project in accordance with upcoming Fiscal Year. Reclamation shall use Good Industry Practices Practice in developing and with revising the prior written consent proposed schedule of BuyerDRAFT COMPARED AGAINST CURRENT FEDERAL XXXXXX ESC NOVEMBER 12, which consent may not be unreasonably withheld or conditioned2014 Planned Outages. The Parties acknowledge that proposed schedule shall designate, for each Planned Outage, (a) the start date and time for such Planned Outage, (b) the anticipated end date and time of such Planned Outage, (c) the amount (in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed MW) in which the Xxxxxx Powerplant will be reduced in whole or in part during such Planned Outage schedule for (d) the Project for purpose of such Planned Outage, (e) the following calendar year facilities impacted by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each such Planned Outage and all appropriate outage (f) any other relevant information. Reclamation shall also promptly provide any other information or requests to the CAISO reasonably requested by Contractor in accordance connection with the CAISO Tariffproposed schedule of Planned Outages. Seller Reclamation shall contact Buyer with update the proposed schedule to reflect any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practicesreasonable comments made by Contractor. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller Reclamation shall use its best efforts reasonable efforts, in accordance coordination with Good Industry Practices Western, to: (x) maximize unit availability; (y) not to schedule any Planned Outages during the months of JulyMay through October inclusive; and (z) accomplish all Planned Outages in accordance with the Planned Outages schedule. To the extent that Reclamation is required to change the delivery of water in accordance with Good Industry Practice and applicable law and such change of delivery is not in connection with a currently scheduled Planned Outage or Emergency, AugustReclamation shall promptly notify the Contractor in writing and update the Planned Outage schedule accordingly; provided, September and October. At Buyer’s requesthowever, Seller that Reclamation shall (a) use commercially reasonable efforts to reschedule give Contractor at least [two weeks’ notice] prior to any such update and (b) make such changes in delivery of water at such times and in such manner as to cause the least inconvenience possible to Contractor and that Reclamation shall prosecute such work with diligence and, without unnecessary delay, resume delivery of water for generation of power. Reclamation will deliver the updated Planned Outage so that it may deliver Product during CAISO declared schedule as soon as practicable. DRAFT COMPARED AGAINST CURRENT FEDERAL XXXXXX ESC NOVEMBER 12, 2014 Two weeks prior to any Planned Outage, Reclamation shall submit a completed Outage Notification to Contractor and the Contractor’s Scheduling Entity or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Power System Entity with respect to such Planned Outage.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with the Annual Forecast of Available Capacity procedure set forth in Appendix VIII no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld, delayed or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld withheld, delayed or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to five (5) Business Days prior to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule by notice in writing. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request.

Planned Outages. Seller shall schedule maintain all Project equipment or cause the same to be maintained at all times in accordance with Prudent Utility Practices and otherwise in accordance with this Agreement. At least sixty (60) days before the Commercial Operation Date, Seller will provide PGE a notice of Planned Outages for the Project in accordance for the first Contract Year within the Term. Thereafter, no later than September 1 of each Contract Year, Seller shall provide PGE with Good Industry Practices and with a non- binding notice of the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when annual Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting Contract Year and a written notice of estimated long-term Planned Outages for the next four (4) Contract Years. Each notice of Planned Outages must identify each planned interruption and/or reduction of the Project’s capacity, including the duration of such event.‌ Each annual Planned Outage schedule no later than October 1st of each year during for the Delivery Term. The Planned Outage schedule is Contract Year will be subject to approval by Buyer, unless (i) maintenance is required to avoid an emergency or damage one or more of the Project, the Seller’s approvalInterconnection Facilities and the Transmission Provider’s Interconnection Facilities; (ii) maintenance has been deferred at the request of the Buyer, which approval may not be unreasonably withheld the Transmission Provider, Reliability Coordinator, or conditioneda Governmental Authority; (iii) maintenance is required to maintain equipment warranties or as otherwise required by the equipment manufacturer; (iv) maintenance is required by Laws, Transmission Provider, Reliability Coordinator, or a Governmental Authority. Buyer shall promptly respond with its approval or with PGE may, within fifteen (15) days after receipt of the schedule, request reasonable modifications to the schedule. Buyer PGE may request Seller to defer or reschedule any Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices up to accommodate Xxxxx’s requested modifications. Notwithstanding the submission forty-eight (48) hours before commencement of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen outage unless the maintenance is addressed by clauses (14i) days prior to each Planned Outage and all appropriate outage information or requests to the CAISO in accordance with the CAISO Tariffthrough (iv) of this Section 3.2.3(a). Seller shall contact Buyer with must give PGE no less than sixty (60) days’ advance written notice of any proposed change in the annual maintenance schedule. Such requested changes in the schedule shall not materially adversely impact Buyer, and Xxxxxx agrees to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practicescompensate PGE for AUT Costs incurred by PGE as a result of such change. Seller shall may not change its Planned Outage make any changes to any annual maintenance schedule approved by PGE without Buyer’s prior written approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best commercially reasonable efforts in accordance with Good Industry Practices to accommodate XxxxxBuyer’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests to the CAISO in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer by submitting a completed Outage Notification Form in accordance with the provisions set forth in Section 3.6(f) below no later than December 1 of each year during the Delivery Term of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is year, subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Section 3.6(f) below no later than fourteen seven (147) days prior to each Planned Outage Outage. Seller shall not schedule Planned Outages during the months of January, June through September and all appropriate outage information or requests to the CAISO in accordance with the CAISO TariffDecember. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Prudent Electrical Practices. Seller shall not change its Planned Outage schedule Schedule without Buyer’s Buyer approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periodswithheld. Seller shall not substitute Energy power from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the start of work, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with the schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. However, unless it is transmitting to Seller an ISO order, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with [Section 3.4(c)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(c)(iii)(B), (“Monthly Forecast of Available Capacity”)] [Applies to intermittent facilities only] [3.4(b)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(b)(iii)(B), (“Monthly Forecast of Available Capacity”)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VIII no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned completed Outage schedule Notification Form in accordance with the provisions set forth in Appendix IX no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Appendix IX below no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule Schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule to the extent reasonably possible. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. Unless Buyer is transmitting a CAISO order to Seller once a Planned Outage schedule has been finalized by Buyer and Seller, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned completed Outage schedule Notification Form in accordance with the provisions set forth in Appendix VIII no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld withheld, delayed or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Appendix VIII below no later than fourteen (14) days prior to each Planned Outage and Outage. Seller shall not conduct Planned Outages during the months of June through September. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld, delayed or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule Schedule without Buyer’s approval, not to be unreasonably withheld withheld, delayed or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. Unless Buyer is transmitting a CAISO order to Seller, once a Planned Outage schedule has been finalized by Buyer and Seller, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned completed Outage schedule Notification Form in accordance with the provisions set forth in Appendix IX no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Appendix IX no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests to Outage. Seller shall not conduct Planned Outages during the CAISO in accordance with the CAISO Tariffmonths of June through September. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs or foregone revenues (including the reduction or loss of PTCs on an after tax basis) associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs or foregone revenues (including the reduction or loss of PTCs on an after tax basis). If Buyer agrees to pay the incremental costs or foregone revenues (including the reduction or loss of PTCs on an after tax basis), if any, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. However, unless it is transmitting to Seller a CAISO order, Buyer may not change Seller's Planned Outage schedule without Seller's approval. Nothing contained in this Section shall be deemed to limit Seller's ability to perform maintenance on the Units comprising the Project during periods when wind speeds are below minimum levels required for the generation of energy.

Planned Outages. Seller No later than ninety (90) Calendar Days prior to the Guaranteed Commercial Operation Deadline, and no later than May 15th in each calendar year during the Contract Term, Owner shall submit to RG&E the Project’s proposed schedule of Outages planned for maintenance of the Project (“Planned Outage”), for the thirty-six (36) month period following the date such schedule is provided (“Outage Schedule”). Owner shall submit the Outage Schedule substantially in the form at Exhibit I, as may be revised from time to time based on NYISO requirements. Owner shall provide the following information for each proposed scheduled Planned Outage: Description of the work to be performed during the Planned Outage; Start date and time; End date and time; Recall time; and Products available (if any) during the Planned Outage. The duration of Planned Outages for the Project over a calendar year, in accordance the aggregate, shall not exceed the lesser of (a) six (6) hours for each MW of the Project and (b) three hundred thirty-six (336) hours. Owner shall carry out activities during Planned Outages in compliance with Good Industry Practices Utility Practice. RG&E and NYISO shall be entitled to direct changes to the Outage Schedule by notification to Owner in writing, and Owner shall comply with RG&E’s or NYISO’s direction regarding the timing of any Planned Outages. Owner shall provide Notice to RG&E at least seven (7) Calendar Days prior written consent to the start of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed any Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer and shall promptly respond with its approval or with reasonable modifications to maintain close coordination as the Planned Outage schedule approaches. Owner shall cooperate with RG&E to arrange and Seller coordinate all Outage Schedules with NYISO in compliance with the NYISO Tariff. If a condition occurs that causes Owner to revise its Planned Outages, Owner shall use its best efforts in accordance with Good Industry Practices promptly provide Notice to accommodate Xxxxx’s requested modifications. Notwithstanding RG&E of such change (including an estimate of the submission length of such Planned Outage) after the condition causing the change becomes known to Owner, provided that Owner shall bear any costs incurred by RG&E for revisions made less than sixty (60) Calendar Days before the start date of the Planned Outage schedule described above, Seller shall also submit before such revision occurs or that results in a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests to being scheduled less than sixty (60) Calendar Days before the CAISO in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output start of the Project during a revised Planned Outage.

Planned Outages. No later than September 30 of each Contract --------------- Year (commencing with 2001), Seller shall submit to Buyer a proposed schedule of Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. scheduled by Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year Contract Year for the Committed Units, which schedule shall be updated by submitting a written Seller by each March 30 and September 30 thereafter to cover the twelve (12) month period following each such update; provided, however, that no Planned Outage schedule no later than October 1st may be scheduled to cover any portion of the month of May or a Summer Month. Such schedule, and each year supplement thereto, shall indicate the planned start and completion dates for each Planned Outage during the Delivery Termperiod covered thereby and the amount of the Net Dependable Capacity of a Committed Unit that will be affected. The Planned Outage Within thirty (30) days of receipt of such schedule is subject to Buyer’s approvalor any supplement thereto, which approval Buyer may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with request reasonable modifications to in the Planned Outage schedule and contained therein. Both parties agree to use reasonable efforts to develop a mutually acceptable final schedule for such Planned Outages. No change shall be made by Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the any Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later less than fourteen six (146) days months prior to each the start of such Planned Outage and all appropriate outage information or requests to without the CAISO in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without agreement of Buyer’s approval, such agreement not to be unreasonably withheld or conditioneddelayed. If within six (6) months prior to the scheduled start of a Planned Outage, Buyer desires to change the scheduled start or duration of such Planned 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 right to either direct such change and pay Seller such compensation, or withdraw the request for such change. At least one (1) week prior to any Planned Outage, Seller shall orally notify Buyer of the expected start date of such Planned Outage, the amount of Capacity at the Committed Units which will not be available to Buyer during such Planned Outage, and the expected completion date of such Planned Outage. Seller shall use its best efforts orally notify Buyer of any subsequent changes in accordance with Good Industry Practices such Capacity not to schedule Planned Outages during available or any subsequent changes in the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periodscompletion date. Seller As soon as practicable, all such oral notifications shall not substitute Energy from any other source for the output of the Project during a Planned Outagebe confirmed in writing.

Planned Outages. Seller No later than ninety (90) Calendar Days prior to the Guaranteed Commercial Operation Deadline, and no later than May 15th in each calendar year during the Contract Term, Owner shall submit to NYSEG the Project’s proposed schedule of Outages planned for maintenance of the Project (“Planned Outage”), for the thirty-six (36) month period following the date such schedule is provided (“Outage Schedule”). Owner shall submit the Outage Schedule substantially in the form at Exhibit I, as may be revised from time to time based on NYISO requirements. Owner shall provide the following information for each proposed scheduled Planned Outage: Description of the work to be performed during the Planned Outage; Start date and time; End date and time; Recall time; and Products available (if any) during the Planned Outage. The duration of Planned Outages for the Project over a calendar year, in accordance the aggregate, shall not exceed the lesser of (a) six (6) hours for each MW of the Project and (b) three hundred thirty-six (336) hours. Owner shall carry out activities during Planned Outages in compliance with Good Industry Practices Utility Practice. NYSEG and NYISO shall be entitled to direct changes to the Outage Schedule by notification to Owner in writing, and Owner shall comply with NYSEG’s or NYISO’s direction regarding the timing of any Planned Outages. Owner shall provide Notice to NYSEG at least seven (7) Calendar Days prior written consent to the start of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed any Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer and shall promptly respond with its approval or with reasonable modifications to maintain close coordination as the Planned Outage schedule approaches. Owner shall cooperate with NYSEG to arrange and Seller coordinate all Outage Schedules with NYISO in compliance with the NYISO Tariff. If a condition occurs that causes Owner to revise its Planned Outages, Owner shall use its best efforts in accordance with Good Industry Practices promptly provide Notice to accommodate Xxxxx’s requested modifications. Notwithstanding NYSEG of such change (including an estimate of the submission length of such Planned Outage) after the condition causing the change becomes known to Owner, provided that Owner shall bear any costs incurred by NYSEG for revisions made less than sixty (60) Calendar Days before the start date of the Planned Outage schedule described above, Seller shall also submit before such revision occurs or that results in a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests to being scheduled less than sixty (60) Calendar Days before the CAISO in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output start of the Project during a revised Planned Outage.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with [Section 3.4(c)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(c)(iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to intermittent facilities only] [3.4(b)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(b)(iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VIII no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or thirty (30) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with the Annual Forecast of Available Capacity procedure set forth in Appendix IX no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and Outage. Seller shall not conduct Planned Outages during the months of June through September. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. Unless Buyer is transmitting a CAISO order to Seller once a Planned Outage schedule has been finalized by Buyer and Seller, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with the Annual Forecast of Available Capacity described in [Section 3.4(c)(iii)(A)] [Applies to intermittent facilities only] [3.4(b)(iii)(A)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VIII no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer and the Third-Party SC of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with Section 3.4(b) (iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(b) (iii)(B), (Monthly Forecast of Available Capacity”) and implementing the notification procedures set forth in Appendix IV no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer and the Third-Party SC of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to and the Third-Party SC regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer and the Third-Party SC with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project notify PG&E by submitting a completed Outage Notification Form in accordance with Good Industry Practices and with the prior written consent provisions set forth in Section 3.8(f) below no later than December 1 of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer each year during the Delivery Term of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is year, subject to Buyer’s 's approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Section 3.8(f) below no later than fourteen seven (147) days prior to each Planned Outage and all appropriate outage information or requests to Outage. Seller shall not schedule Planned Outages during the CAISO in accordance with the CAISO Tariffmonths of June through February. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Prudent Electrical Practices. Seller shall not change its Planned Outage schedule Schedule without Buyer’s 's approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periodswithheld. Seller shall not substitute Energy power from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the start of work, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with the schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. However, unless it is transmitting to Seller an ISO order, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with [Section 3.4(c)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(c)(iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to intermittent facilities only] [3.4(b)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(b)(iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VIII no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with the Annual Forecast of Available Capacity described in Section 3.4(c)(iii)(A) and implementing the notification procedures set forth in Appendix VIII no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with [Section 3.4(c)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(c)(iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to intermittent facilities only] [3.4(b)(iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(b)(iii)(B), (Monthly Forecast of Available Capacity”)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VIII no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by XXXXX. For non-CAISO ordered changes to a Planned Outage schedule requested by Xxxxx, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Xxxxx agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Xxxxx’s request.

Planned Outages. Two (2) years prior to the Expected Initial Delivery Date, and thereafter no later than January 1, April 1, July 1 and October 1 of each calendar year during the Term, Seller shall submit to SCE each Generating Unit’s proposed schedule of Planned Outages (“Outage Schedule”), via the Outage Management System, covering every day of the following twenty-four (24) months that is within the Delivery Period. If the Outage Management System is not available or the obligation to submit such schedule occurs during a RA Delivery Period, Seller shall submit the Outage Schedule in substantially the form set forth in Appendix 22.01. Within twenty (20) Business Days after its receipt of an Outage Schedule, SCE shall notify Seller in writing of any reasonable request for changes to the Project Outage Schedule, and Seller shall, if consistent with Accepted Electrical Practices, accommodate SCE’s requests regarding the timing of any Planned Outage; provided that the CAISO agrees to such changed timing. In the event that SCE’s request to change the timing of any Planned Outage would result in accordance with Good Industry Practices Seller incurring incremental costs, or reduction in Monthly Capacity Payments, in excess of what would have been incurred without the Planned Outage timing change requested by SCE, within five (5) Business Days after receipt of SCE’s request Seller shall provide reasonable documentation to SCE of the costs and/or revenue impact that would be incurred by Seller and with the prior written consent of Buyer, which consent SCE may not be unreasonably withheld either agree to reimburse (subject to audit by SCE) Seller for such costs and revenue impact or conditioned. The Parties acknowledge that withdraw its request for such change in all circumstances, Good Industry Practices shall dictate when Planned Outages should occurOutage timing. Seller shall notify Buyer of its proposed Planned cooperate with SCE to arrange and coordinate all Outage schedule for Schedules with the Project for CAISO in compliance with the following calendar year by submitting Tariff. Seller will communicate to SCE all changes to a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests estimated time of return of each Generating Unit as soon as practicable after the condition causing the change becomes known to the CAISO Seller. Planned Outages that will equal more than one hundred sixty-eight (168) hours in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project calendar month, must be shut down agreed to conduct maintenance that cannot be delayed until and coordinated in advance between the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned OutageParties.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices good industry practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices industry practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices good industry practices to accommodate XxxxxBuyer’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests to the CAISO in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practicesgood industry practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices good industry practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with the Annual Forecast of Available Capacity described in [Section 3.4(c)(iii)(A)] [Applies to intermittent facilities only] [3.4(b)(iii)(A)] [Applies to all facilities other than intermittent facilities] and implementing the notification procedures set forth in Appendix VIII no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by XXXXX. For non-CAISO ordered changes to a Planned Outage schedule requested by Xxxxx, Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Xxxxx agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Xxxxx’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices Practice and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Notwithstanding anything to the contrary in this Section 3.7(a), the Parties acknowledge that in all circumstances, Good Industry Practices Practice shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices Practice to accommodate XxxxxBuyer’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form Form, containing best available information to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests to the CAISO in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry PracticesPractice. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices Practice not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage.

Planned Outages. Seller shall schedule Planned Outages for During the Project in accordance with Good Industry Practices and with the prior written consent of BuyerDelivery Term, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer and the Third-Party SC of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with Section 3.4(b) (iii)(A), (“Annual Forecast of Available Capacity”) and Section 3.4(b) (iii)(B), (Monthly Forecast of Available Capacity”) and implementing the notification procedures set forth in Appendix IV no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer and the Third-Party SC of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to and the Third-Party SC regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. Seller shall contact Buyer Xxxxx and the Third-Party SC with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by XXXXX. For non-CAISO ordered changes to a Planned Outage schedule requested by Xxxxx, Seller shall use its best efforts in accordance notify Buyer of any incremental costs associated with Good Industry Practices not such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Xxxxx agrees to schedule Planned Outages during pay the months of July, August, September and October. At Buyer’s requestincremental costs, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outageaccommodate Xxxxx’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with the Annual Forecast of Available Capacity procedure set forth in Appendix VIII no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and all appropriate outage information or requests to the CAISO in accordance with the CAISO TariffDecember. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry PracticesUtility Practice. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request.

Planned Outages. Seller 5 Value subject to change based upon further wholesale market model revisions. 6 Subject to Round-Trip Efficiency value assigned by bidder. No later than ninety (90) Calendar Days prior to the Guaranteed Commercial Operation Deadline, and no later than May 15th in each calendar year during the Contract Term, Owner shall submit to CHGE the Project’s proposed schedule of Outages planned for maintenance of the Project (“Planned Outage”), for the thirty-six (36) month period following the date such schedule is provided (“Outage Schedule”). Owner shall submit the Outage Schedule substantially in the form at Exhibit I, as may be revised from time to time based on NYISO requirements. Owner shall provide the following information for each proposed scheduled Planned Outage: Description of the work to be performed during the Planned Outage; Start date and time; End date and time; Recall time; and Products available (if any) during the Planned Outage. The duration of Planned Outages for the Project over a calendar year, in accordance the aggregate, shall not exceed the lesser of (a) six (6) hours for each MW of the Project and (b) three hundred thirty-six (336) hours. Owner shall carry out activities during Planned Outages in compliance with Good Industry Practices Utility Practice. CHGE and NYISO shall be entitled to direct changes to the Outage Schedule by notification to Owner in writing, and Owner shall comply with CHGE’s or NYISO’s direction regarding the timing of any Planned Outages. Owner shall provide Notice to CHGE at least seven (7) Calendar Days prior written consent to the start of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed any Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer and shall promptly respond with its approval or with reasonable modifications to maintain close coordination as the Planned Outage schedule approaches. Owner shall cooperate with CHGE to arrange and Seller coordinate all Outage Schedules with NYISO in compliance with the NYISO Tariff. If a condition occurs that causes Owner to revise its Planned Outages, Owner shall use its best efforts in accordance with Good Industry Practices promptly provide Notice to accommodate Xxxxx’s requested modifications. Notwithstanding CHGE of such change (including an estimate of the submission length of such Planned Outage) after the condition causing the change becomes known to Owner, provided that Owner shall bear any costs incurred by CHGE for revisions made less than sixty (60) Calendar Days before the start date of the Planned Outage schedule described above, Seller shall also submit before such revision occurs or that results in a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests to being scheduled less than sixty (60) Calendar Days before the CAISO in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output start of the Project during a revised Planned Outage.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned completed Outage schedule Notification Form in accordance with the provisions set forth in Appendix VII or as otherwise mutually agreed by the Parties, no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Appendix VII or as otherwise mutually agreed by the Parties, no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information Outage. Seller shall not conduct Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. Unless Buyer is transmitting a CAISO order to Seller once a Planned Outage schedule has been finalized by Buyer and Seller, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with the Annual Forecast of Available Capacity described in Section 3.4(c)(iii)(A) and implementing the notification procedures set forth in Appendix VIII no later than October July 1st of each year during the Delivery Term. Seller shall also notify Buyer of the proposed Planned Outage schedule for the Project by the earlier of ninety (90) days before the beginning of each month or thirty (30) days before Buyer’s monthly Resource Adequacy capacity showing must be completed in accordance with the CAISO Tariff or decision of the CPUC. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld withheld, delayed or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding by the submission earlier of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests two (2) Business Days prior to the CAISO in accordance with deadline for submitting Planned Outages. Seller shall not conduct Planned Outages during the CAISO Tariffmonths of January, May through September, and December. During all other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld, delayed or conditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry PracticesUtility Practice. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld withheld, delayed or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. Subject to Section 3.7(a), after any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may direct that Seller change its outage schedule as ordered by CAISO. For non-CAISO ordered changes to a Planned Outage schedule requested by Buyer, Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned completed Outage schedule Notification Form in accordance with the provisions set forth in Appendix IX no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Appendix IX hereto no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule Schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. Unless Buyer is transmitting a CAISO order to Seller once a Planned Outage schedule has been finalized by Buyer and Seller, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned completed Outage schedule Notification Form in accordance with the provisions set forth in Appendix IV no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Appendix IV below no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule Schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Buyer may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Buyer’s request. Unless Buyer is transmitting a CAISO order to Seller once a Planned Outage schedule has been finalized by Buyer and Seller, Buyer may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. On or prior to the Effective Date, Seller shall submit to ComEd a proposed schedule of Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when (including Planned Outages should occur. Deratings) scheduled by Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year three Contract Years for the Reserved Units at the Station, which schedule shall be supplemented by submitting a written Seller every six months following the Effective Date by notice to the EO Generation Dispatcher to extend the period covered by such schedule by six months; PROVIDED, HOWEVER, that no Planned Outage schedule no later than October 1st may be scheduled to cover any portion of a Summer Period. Such schedule, and each year during supplement thereto, shall indicate the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule planned start and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to completion dates for each Planned Outage shown during the period covered thereby and all appropriate outage information the amount of generating capacity that will be affected. Within sixty days of receipt of such schedule or requests to the CAISO in accordance with the CAISO Tariffany supplement thereto, ComEd may request reasonable modifications therein. Seller and ComEd shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not work together to schedule Planned Outages during to meet their mutual requirements; however, it is understood that in the months event of Julya disagreement on such scheduling, AugustComEd will have the right to resolve such disagreements as it reasonably determines to be appropriate in accordance with Prudent Utility Practice. In addition, September ComEd may at any time request, and October. At Buyer’s requestSeller shall make, changes to such schedule or any such supplement if ComEd deems such changes to be necessary, PROVIDED THAT, Seller shall use commercially reasonable efforts not be required in connection with any such change to split a single Planned Outage into more than one outage or to reduce the duration of a Planned Outage; PROVIDED FURTHER that, except for changes requested during the first six months of the Term, such changes do not affect any Planned Outages during the six months immediately following Seller's receipt of such request; and PROVIDED FURTHER, that if Seller reasonably incurs increased costs as a result of ComEd's request to reschedule a Planned Outage so that it may deliver Product Outage, ComEd shall reimburse Seller for the actual, documented increased out-of-pocket costs. At least one week prior to any Planned Outage, Seller shall orally notify the EO Generation Dispatcher of the expected start date of such Planned Outage, the amount of generating capacity at the Reserved Units which will not be available to ComEd during CAISO declared or threatened emergency periodssuch Planned Outage, and the expected completion date of such Planned Outage. Seller shall orally notify the EO Generation Dispatcher promptly of any subsequent changes in such generating capacity not substitute Energy from available or any other source for subsequent changes in the output of the Project during a Planned OutageOutage completion date. As soon as practicable, all such oral notifications shall be confirmed in writing.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule complying with the Annual Forecast of Available Capacity procedure set forth in Appendix VIII no later than October August 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Seller shall also confirm or provide updates to Buyer shall promptly respond with its approval or with reasonable modifications to regarding the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage Outage. Seller shall not conduct Planned Outages during the months of January, June through September, and December. During all appropriate outage information other months, Seller shall not schedule Planned Outages without the prior written consent of Buyer, which consent may not be unreasonably withheld or requests to the CAISO in accordance with the CAISO Tariffconditioned. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the commencement of work for the Planned Outage, Xxxxx may request that Seller change its outage schedule. Seller shall notify Buyer of any incremental costs associated with such schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Xxxxx agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate Xxxxx’s request.

Planned Outages. Seller shall schedule Planned Outages for the Project notify PG&E by submitting a completed Outage Notification Form in accordance with Good Industry Practices and with the prior written consent provisions set forth in Section 3.6(f) below no later than December 1 of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer each year during the Delivery Term of its proposed Planned Outage schedule for the Project Unit(s) for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is year, subject to BuyerPG&E’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in Section 3.6(f) below no later than fourteen seven (147) days prior to each Planned Outage Outage. Seller shall not schedule Planned Outages during the months of January, June through September and all appropriate outage information or requests to the CAISO in accordance with the CAISO TariffDecember. Seller shall contact Buyer PG&E with any requested changes to the Planned Outage schedule if Seller believes the Project Unit(s) must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Prudent Electrical Practices. Seller shall not change its Planned Outage schedule Schedule without Buyer’s PG&E approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy power from any other source for the output of the Project Unit(s) during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the start of work, PG&E may request that Seller change its outage schedule. Seller shall notify PG&E of any incremental costs associated with the schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If PG&E agrees to pay the incremental costs, Seller shall use commercially reasonable efforts to accommodate PG&E’s request. However, unless it is transmitting to Seller an ISO order, PG&E may not change Seller’s Planned Outage schedule without Seller’s approval.

Planned Outages. Two (2) years prior to the Expected Initial Delivery Date, and thereafter no later than January 1, April 1, July 1 and October 1 of each calendar year during the Term, Seller shall submit to SCE each Storage Unit’s proposed schedule of Planned Outages (“Outage Schedule”), via the Outage Management System, covering every day of the following twenty-four months that is within the Delivery Period. If the Outage Management System is not available or the obligation to submit such schedule occurs during a RA Delivery Period, Seller shall submit the Outage Schedule in substantially the form set forth in Appendix 22.01. Within twenty (20) Business Days after its receipt of an Outage Schedule, SCE shall notify Seller in writing of any reasonable request for changes to the Project Outage Schedule, and Seller shall, if consistent with Prudent Electrical Practices, accommodate SCE’s requests regarding the timing of any Planned Outage; provided that the CAISO agrees to such changed timing. In the event that SCE’s request to change the timing of any Planned Outage would result in accordance with Good Industry Practices Seller incurring incremental costs, or reduction in Monthly Capacity Payments, in excess of what would have been incurred without the Planned Outage timing change requested by SCE, within five (5) Business Days after receipt of SCE’s request Seller shall provide reasonable documentation to SCE of the costs and/or revenue impact that would be incurred by Seller and with the prior written consent of Buyer, which consent SCE may not be unreasonably withheld either agree to reimburse (subject to audit by SCE) Seller for such costs and revenue impact or conditioned. The Parties acknowledge that withdraw its request for such change in all circumstances, Good Industry Practices shall dictate when Planned Outages should occurOutage timing. Seller shall notify Buyer of its proposed Planned cooperate with SCE to arrange and coordinate all Outage schedule for Schedules with the Project for CAISO in compliance with the following calendar year by submitting Tariff. Seller will communicate to SCE all changes to a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to each Planned Outage and all appropriate outage information or requests estimated time of return of each Storage Unit as soon as practicable after the condition causing the change becomes known to the CAISO Seller. Planned Outages that will equal more than one hundred sixty-eight (168) hours in accordance with the CAISO Tariff. Seller shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project calendar month, must be shut down agreed to conduct maintenance that cannot be delayed until and coordinated in advance between the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy from any other source for the output of the Project during a Planned OutageParties.

Planned Outages. On or prior to the Effective Date, Seller shall submit to ComEd a proposed schedule of Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when (including Planned Outages should occur. Deratings) scheduled by Seller shall notify Buyer of its proposed Planned Outage schedule for the Project for the following calendar year three Contract Years for the Reserved Units, which schedule shall be supplemented by submitting a written Seller every six months following the Effective Date by notice to the EO Generation Dispatcher to extend the period covered by such schedule by six months; PROVIDED, HOWEVER, that no Planned Outage schedule no later than October 1st may be scheduled to cover any portion of a Summer Period. Such schedule, and each year during supplement thereto, shall indicate the Delivery Term. The Planned Outage schedule is subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule planned start and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modifications. Notwithstanding the submission of the Planned Outage schedule described above, Seller shall also submit a completed Outage Notification Form to Buyer no later than fourteen (14) days prior to completion dates for each Planned Outage shown during the period covered thereby and all appropriate outage information the amount of generating capacity that will be affected. Within sixty days of receipt of such schedule or requests to the CAISO in accordance with the CAISO Tariffany supplement thereto, ComEd may request reasonable modifications therein. Seller and ComEd shall contact Buyer with any requested changes to the Planned Outage schedule if Seller believes the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not work together to schedule Planned Outages during to meet their mutual requirements; however, it is understood that in the months event of Julya disagreement on such scheduling, AugustComEd will have the right to resolve such disagreements as it reasonably determines to be appropriate in accordance with Prudent Utility Practice. In addition, September ComEd may at any time request, and October. At Buyer’s requestSeller shall make, changes to such schedule or any such supplement if ComEd deems such changes to be necessary, PROVIDED THAT, Seller shall use commercially reasonable efforts not be required in connection with any such changes to split a single Planned Outage into more than one outage or to reduce the duration of a Planned Outage; PROVIDED FURTHER that, except for changes requested during the first six months of the Term, such changes do not affect any Planned Outages during the six months immediately following Seller's receipt of such request; and PROVIDED FURTHER, that if Seller reasonably incurs increased costs as a result of ComEd's request to reschedule a Planned Outage so that it may deliver Product Outage, ComEd shall reimburse Seller for the actual, documented increased out-of-pocket costs. At least one week prior to any Planned Outage, Seller shall orally notify the EO Generation Dispatcher of the expected start date of such Planned Outage, the amount of generating capacity at the Reserved Units which will not be available to ComEd during CAISO declared or threatened emergency periodssuch Planned Outage, and the expected completion date of such Planned Outage. Seller shall orally notify the EO Generation Dispatcher promptly of any subsequent changes in such generating capacity not substitute Energy from available or any other source for subsequent changes in the output of the Project during a Planned OutageOutage completion date. As soon as practicable, all such oral notifications shall be confirmed in writing.

Planned Outages. Seller shall schedule Planned Outages for the Project in accordance with Good Industry Practices and with the prior written consent of Buyer, which consent may not be unreasonably withheld or conditioned. The Parties acknowledge that in all circumstances, Good Industry Practices shall dictate when Planned Outages should occur. Seller shall notify Buyer by submitting a completed Outage Notification Form in accordance with the provisions set forth in this Section 3.7 no later than December 1 of each year during the Delivery Term of its proposed Planned Outage schedule for the Project for the following calendar year by submitting a written Planned Outage schedule no later than October 1st of each year during the Delivery Term. The Planned Outage schedule is year, subject to Buyer’s approval, which approval may not be unreasonably withheld or conditioned. Buyer shall promptly respond with its approval or with reasonable modifications to the Planned Outage schedule and Seller shall use its best efforts in accordance with Good Industry Practices to accommodate Xxxxx’s requested modificationsreview. Notwithstanding the submission of the Planned Outage schedule Notification Form described abovein the previous sentence, Seller shall also submit a completed Outage Notification Form to Buyer in accordance with the provisions set forth in this Section 3.7 no later than fourteen seven (147) days prior to each Planned Outage and all appropriate outage information or requests to the CAISO in accordance with the CAISO TariffOutage. Seller shall not schedule Planned Outages during the months of June through September. Seller shall promptly contact Buyer with any requested changes to the Planned Outage schedule schedule, including if Seller believes any portion of the Project must be shut down to conduct maintenance that cannot be delayed until the next scheduled Planned Outage consistent with Good Industry Utility Practices. Seller shall not change its Planned Outage schedule without Buyer’s approval, not to be unreasonably withheld or conditioned. Seller shall use its best efforts in accordance with Good Industry Practices not to schedule Planned Outages during the months of July, August, September and October. At Buyer’s request, Seller shall use commercially reasonable efforts to reschedule Planned Outage so that it may deliver Product during CAISO declared or threatened emergency periods. Seller shall not substitute Energy power from any other source for the output of the Project Unit(s) during a Planned Outage. After any Planned Outage has been scheduled, at any time up to the start of work, Buyer may request that Seller change its Planned Outage schedule. Seller shall notify Buyer of any incremental costs associated with the schedule change and an alternative schedule change, if any, that would entail lower incremental costs. If Buyer agrees to pay the incremental costs, Seller shall use commercially reasonable efforts, consistent with its other contractual obligations and Good Utility Practices, to accommodate Buyer’s request. Notwithstanding the Planned Outage schedule set forth in the Outage Notification Form, Buyer acknowledges that Seller may modify the Planned Outage schedule if it determines that such modification is required pursuant to Good Utility Practices. Seller shall use commercially reasonable efforts to limit Planned Outages to the shortest period of time, consistent with Good Utility Practices, to perform scheduled maintenance.