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8.A. - Page 39 <br /> between each Facility and the most recent version of the as-built drawings approved by <br /> the Buyer,or any specification or requirement of this Agreement.Within twenty(20) Days <br /> of Buyer's notification, Seller shall correct or address the issue(s) or propose to Buyer a <br /> reasonable schedule for correcting or addressing the issue(s). The schedule shall be <br /> subject to the written consent of the Buyer, which consent shall not be unreasonably <br /> withheld or delayed. <br /> 7.11 Seller and Buyer shall use commercially reasonable efforts to minimize the number and <br /> duration of Outages during periods when the Facility otherwise would be able to produce <br /> Energy. Seller's Planned Outages shall be limited to no more than five (5) calendar days <br /> per Contract Year. Seller is responsible for all expenses and costs associated with all <br /> requirements and timelines for generation Outage scheduling. Planned and forced <br /> Outages shall be coordinated between Seller and Buyer in accordance with Exhibit C <br /> [Operations Forecasts, Scheduling Protocols, & Monitoring]. <br /> (a) Buyer Act Outages. For each Facility, Buyer shall be permitted to be off line for a total <br /> of forty-eight (48) Daylight Hours per Contract Year during the Term, during which <br /> hours Buyer shall not be obligated to accept or pay for Output from a Facility. If <br /> Buyer's outages exceed a total of forty-eight (48) hours, Seller shall estimate the <br /> Deemed Generated Energy for such outages and invoice Buyer for such amount. In <br /> the event that a Buyer Act results in a Disruption Period that is greater than thirty(30) <br /> calendar days in any Contract Year, or more than eighty (80) days in the aggregate <br /> when added to all prior Disruption Periods, then Buyer shall (i) pay Seller for all work <br /> required by Seller to disassemble or move the Facility,which work shall be undertaken <br /> within thirty(30)days of Buyer notice to Seller, and (ii)continue to make all payments <br /> for the Energy that was expected to be delivered during such Disruption Period <br /> exceeding thirty (30) days annually, or eighty (80) days in aggregate, and (iii) <br /> reimburse Seller for lost revenue associated with any Existing Financial Incentives <br /> recaptured by a Governmental Authority during such Disruption Period exceeding <br /> thirty (30) days annually, or eighty (80) days in the aggregate. For the purpose of <br /> calculating estimated Energy and lost revenue for such Disruption Periods, Energy <br /> shall be deemed to have been produced at the average rate over the preceding twelve <br /> (12) months (or, if the Disruption Period occurs within the first twelve (12) months of <br /> operation, the average over such period of operation). <br /> 7.12 Transmission and Distribution Maintenance Information: If either Party receives <br /> information from the Local Electric Utility regarding maintenance that will directly affect <br /> the Generating Facilities, it will provide the information promptly to the other Party. <br /> 7.13 Modifications to the Generating Facilities after Its Applicable Actual Commercial <br /> Operation Date <br /> After the Actual Commercial Operation Date of a Facility, Seller shall have no right to <br /> change, replace or alter the Facility nor attach fixtures or erect additions or structures in <br /> or upon the Facility (collectively"Alterations")without receiving prior written approval of <br /> ATTY/AGRJ2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 31 of 55 <br />