Common use of Adjustment for Inaccurate Meters Clause in Contracts

Adjustment for Inaccurate Meters. If the Metering System fails to register, or if the measurement made by the Metering System is found upon testing to be inaccurate by more than one-half of a percent (0.5%), an adjustment shall be made correcting all measurements by the inaccurate or defective Metering System for the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (a) First, the readings of the Back-Up Metering System, if any, may be utilised to calculate the correct amount of Net Energy Output, unless a test of such Back-Up Metering System, as required by either Party, reveals that the Back-Up Metering System is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System is found to be inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly, then the Company and BPDB shall jointly prepare an estimate of the correct reading on the basis of all available information and such guidelines as may have been agreed to between the Company and BPDB; (c) In the event that BPDB and the Company fail to agree upon an estimate for the correct reading, BPDB shall make any payments to the Company required as a result of its estimate of the correct reading, which shall not in any event be greater than the last meter reading known to be correct, and the matter may be referred by either Party for determination by Expert pursuant to Section 19.3; and (d) The difference between the previous payments by BPDB for the period of inaccuracy and the recalculated amount shall be offset against or added to the next payment to the Company under this Agreement, as appropriate. If the period of inaccuracy cannot be accurately determined, it shall be deemed to have begun on the date which is midway between the date the meter was found to be inaccurate and the date of the last meter reading accepted by the Parties as accurate. In no event, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus one-half of a percent (0.5%) and not otherwise functioning improperly.

Adjustment for Inaccurate Meters. If the Metering System fails to register, or if the measurement made by the Metering System is found upon testing to be inaccurate by more than one-half of a percent (0.5%), an adjustment shall be made correcting all measurements by the inaccurate or defective Metering System for the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (a) First, the readings of the Back-Up Metering System, if any, may be utilised utilized to calculate the correct amount of Net Energy Output, unless a test of such Back-Up Metering System, as required by either Party, reveals that the Back-Up Metering System is inaccurate by more than onefive-half tenths of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System is found to be inaccurate by more than onefive-half tenths of a percent (0.5%) or is otherwise functioning improperly, then the Company and BPDB shall jointly prepare an estimate of the correct reading on the basis of all available information and such guidelines as may have been agreed to between the Company and BPDBBPDB ; (c) In the event that BPDB and the Company fail to agree upon an estimate for the correct reading, BPDB shall make any payments to the Company required as a result of its estimate of the correct reading, which shall not in any event be greater than the last meter reading known to be correct, and the matter may be referred by either Party for determination by Expert pursuant to Section 19.3Joint Coordinating Committee; and (d) The difference between the previous payments by BPDB for the period of inaccuracy and the recalculated amount shall be offset against or added to the next payment to the Company under this Agreement, as appropriate. If the period of inaccuracy cannot be accurately determined, it shall be deemed to have begun on the date which is midway between the date the meter was found to be inaccurate and the date of the last meter reading accepted by the Parties as accurate. In no event, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus onefive-half tenths of a percent (0.5%) and not otherwise functioning improperly.

Adjustment for Inaccurate Meters. If the Buyer’s Metering System fails Device or Seller’s Metering Devices fail to register, or if the measurement made by the Buyer’s Metering System Device or Seller’s Metering Devices is found upon testing to be inaccurate by more than one-half of a one percent (0.51.0%), an adjustment shall be made correcting all measurements by the inaccurate or defective Buyer’s Metering System Device, or Seller’s Metering Devices, for both the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (a) First. In the event that ▇▇▇▇▇’s Metering Device is found to be defective or inaccurate, the readings of the Back-Up Parties shall use Seller’s Metering SystemDevices, if anyinstalled, may be utilised to calculate determine the correct amount of Net Energy Outputsuch inaccuracy; provided, unless a test however, that Seller’s Metering Devices have been tested and maintained in accordance with the provisions of such Backthis Section. If the Seller’s Metering Devices are installed on the low side of Seller’s step-Up up transformer, the Seller’s Metering SystemDevices data shall be adjusted for losses. In the event that Seller did not install Seller’s Metering Devices, as required by either Party, reveals that the Back-Up or Seller’s Metering System is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System is Devices are also found to be inaccurate by more than one percent (1.0%), the Parties shall estimate the amount of the necessary adjustment on the basis of Delivered Energy during periods of similar operating conditions when the Buyer’s Metering Device was registering accurately. The adjustment shall be made for the period during which inaccurate measurements were made. In the event that the Parties cannot agree on the actual period during which the inaccurate measurements were made, the period during which the measurements are to be adjusted shall be the shorter of (i) the last one-half of a percent (0.5%) or is otherwise functioning improperly, then the Company and BPDB shall jointly prepare an estimate period from the last previous test of the correct reading on Buyer’s Metering Device to the basis test that found the Buyer’s Metering Device to be defective or inaccurate, or (ii) the one hundred eighty (180) Days immediately preceding the test that found the Buyer’s Metering Device to be defective or inaccurate. To the extent that the adjustment period covers a period of all available information and such guidelines deliveries for which payment has already been made by Buyer, Buyer shall use the corrected measurements as may have been agreed determined in accordance with this Article to between re-compute the Company and BPDB; (c) In the event that BPDB and the Company fail to agree upon an estimate amount due for the correct reading, BPDB shall make any payments to the Company required as a result of its estimate period of the correct reading, which inaccuracy and shall not in any event be greater than the last meter reading known to be correct, and the matter may be referred by either Party for determination by Expert pursuant to Section 19.3; and (d) The difference between subtract the previous payments by BPDB Buyer for the this period of inaccuracy from such re-computed amount. Such computation and methodology shall be shared with Seller and the recalculated amount Parties shall be offset against or added use good faith efforts to the next payment to the Company under reach mutual agreement on this Agreement, as appropriatecalculation. If the period of inaccuracy cannot be accurately determineddifference is a positive number, it the difference shall be deemed paid by Buyer to have begun on Seller; if the date which difference is midway between a negative number, that difference shall be paid by Seller to Buyer, or at the date discretion of Seller in the meter was found case of a payment to be inaccurate and made by Buyer to Seller, may take the date form of an offset to payments due Seller by Buyer. Payment of such difference by the owing Party shall be made not later than thirty (30) Days after the owing Party receives notice of the last meter reading accepted by the Parties as accurate. In no eventamount due, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus one-half of a percent (0.5%) and not otherwise functioning improperlyunless Buyer elects payment via an offset.

Adjustment for Inaccurate Meters. The following provisions on adjustment for inaccurate meters shall apply only to the extent they do not conflict with requirements of RREC, if it is the owner or operator of the Electric Metering Devices. Seller shall make all reasonable efforts to ensure that RREC requirements are consistent herewith. (a) If the an Electric Metering System Device fails to register, or if the measurement made by the an Electric Metering System Device is found upon testing to be inaccurate by more than one-half of a one percent (0.51%)) from the measurement made by the standard meter used in the test, an adjustment shall be made correcting all measurements by the inaccurate or defective Electric Metering System Device for both the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (a1) FirstIn the event that the Electric Metering Device is found to be defective or inaccurate, the readings of the Back-Up Metering SystemParties shall use Seller’s backup metering, if anyinstalled, may be utilised to calculate determine the correct amount of Net Energy Outputsuch inaccuracy; provided, unless a test however, that such backup metering is tested and has been maintained in accordance with the provisions of such Backthis Article 7. In the event that Seller has not installed backup metering, or the back-Up Metering System, as required by either Party, reveals that the Back-Up Metering System up metering is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System is also found to be inaccurate by more than one-half of a one percent (0.51%) or is otherwise functioning improperlyfrom the measurement made by the standard meter used in the test, then the Company and BPDB shall jointly prepare an estimate Parties may use any other mutually agreeable measure of the correct reading on Entire Exchange Resource Output during the basis of all available information and such guidelines as may have been agreed to between period for which accurate metering was not available. The adjustment shall be made for the Company and BPDB;period during which inaccurate measurements were made. (c2) In the event that BPDB and the Company fail Parties cannot agree on the actual period during which the inaccurate measurements were made, the period during which the measurements are to agree upon an estimate be adjusted shall be the shorter of (i) the last one-half of the period from the last previous test of the Electric Metering Device to the test that found the Electric Metering Device to be defective or inaccurate, or (ii) the one hundred eighty (180) days immediately preceding the test that found the Electric Metering Device to be defective or inaccurate. (b) To the extent that the adjustment period covers a period of deliveries for which payment has already been made by Purchaser, Purchaser shall use the corrected measurements as determined in accordance with this Article 7 to recompute the amount due for the correct reading, BPDB shall make any payments to the Company required as a result of its estimate period of the correct reading, which inaccuracy and shall not in any event be greater than the last meter reading known to be correct, and the matter may be referred by either Party for determination by Expert pursuant to Section 19.3; and (d) The difference between subtract the previous payments by BPDB Purchaser for the this period of inaccuracy and the recalculated amount shall be offset against or added to the next payment to the Company under this Agreement, as appropriatefrom such recomputed amount. If the period of inaccuracy cannot be accurately determineddifference is a positive number, it the difference shall be deemed paid by Purchaser to have begun on Seller; if the date which difference is midway between a negative number, that difference shall be paid by Seller to Purchaser, or at the date discretion of Purchaser, may take the meter was found form of an offset to payments due Seller by Purchaser (or by payment to Seller, if sufficient payments do not remain to offset). Payment of such difference by the owing Party shall be inaccurate and made not later than thirty (30) days after the date owing Party receives notice of the last meter reading accepted by the Parties as accurate. In no eventamount due, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus one-half of a percent (0.5%) and not otherwise functioning improperlyunless Purchaser elects payment via an offset.

Adjustment for Inaccurate Meters. If the an Electric Metering System Device, or Back-Up Metering, fails to register, or if the measurement made by the an Electric Metering System Device, or Back-Up Metering, is found upon testing to be inaccurate by more than one-half of a one percent (0.51.0%), an adjustment shall be made correcting all measurements by the inaccurate or defective Electric Metering System Device, or Back-Up Metering, for both the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (aA) FirstIn the event that the Electric Metering Device is found to be defective or inaccurate, the readings Parties shall use Back-up Metering, if installed, to determine the amount of such inaccuracy, provided, however, that Back-Up Metering has been tested and maintained in accordance with the provisions of this Article. If Back-Up Metering is installed on the low side of Seller’s step-up transformer, the Back-Up metering data shall be adjusted for losses in the same manner as for the Electric Metering System, if any, may be utilised to calculate Devices. In the correct amount of Net Energy Output, unless a test of such event that Back-Up Metering Systemis not installed, as required by either Party, reveals that the or Back-Up Metering System is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System is also found to be inaccurate by more than one-half of a one percent (0.51.0%) ), the Parties shall use the SCADA data collected at each Wind Turbine in the Facility for the period of inaccuracy, adjusted as agreed by the Parties for losses occurring between each Seller and the Point of Delivery. If such SCADA data is incomplete or is otherwise functioning improperlyunavailable, then the Company and BPDB Parties shall jointly prepare an estimate the amount of the correct reading necessary adjustment on the basis of all available information deliveries of Renewable Energy from the Facility and such guidelines as may have been agreed to between the Company and BPDB;Point of Delivery during periods of similar operating conditions when the Electric Metering Device was registering accurately. The adjustment shall be made for the period during which inaccurate measurements were made. (cB) In the event that BPDB and the Company fail Parties cannot agree on the actual period during which the inaccurate measurements were made, the period during which the measurements are to agree upon an estimate for be adjusted shall be the correct reading, BPDB shall make any payments shorter of (i) the last one-half of the period from the last previous test of the Electric Metering Device to the Company required as a result of its estimate of test that found the correct reading, which shall not in any event be greater than the last meter reading known Electric Metering Device to be correctdefective or inaccurate, and or (ii) the matter may one hundred eighty (180) Days immediately preceding the test that found the Electric Metering Device to be referred by either Party for determination by Expert pursuant to Section 19.3; anddefective or inaccurate. (dC) The difference between To the previous payments extent that the adjustment period covers a period of deliveries for which payment has already been made by BPDB Company, Company shall use the corrected measurements as determined in accordance with this Article to recompute the amount due for the period of the inaccuracy and shall subtract the recalculated amount shall be offset against or added to the next payment to the previous payments made by Company under for this Agreement, as appropriateperiod from such re-computed amount. If the period of inaccuracy cannot be accurately determineddifference is a positive number, it the difference shall be deemed paid by Company to have begun on Seller; if the date which difference is midway between a negative number, that difference shall be paid by Seller to Company, or at the date discretion of Company, may take the meter was found form of an offset to payments due Seller by Company. Payment of such difference by the owing Party shall be inaccurate and made not later than thirty (30) Days after the date owing Party receives notice of the last meter reading accepted by the Parties as accurate. In no eventamount due, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus one-half of a percent (0.5%) and not otherwise functioning improperlyunless Company elects payment via an offset.

Adjustment for Inaccurate Meters. If the a Metering System Device fails to register, register or if the measurement made by the Metering System is found upon testing to be inaccurate by more than one-half a quarter of a one percent (0.50.25%), an adjustment shall be made correcting all measurements by the inaccurate or defective Metering System Device, for both the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (ai) FirstIn the event that the Metering Device is found to be defective or inaccurate and an adjustment factor for the Metering Device cannot be reliably calculated, the readings of Parties shall use the Backmeasurements from BPA-Up Metering Systemowned meters if they have been installed, fully operational and calibrated pursuant to Section 5(c)(2). If BPA-owned meters have not been installed or, if anyinstalled, may be utilised are not fully operational or calibrated, the Parties shall use production data from Seller’s Computer Monitoring System to calculate determine the correct amount of Net Energy Output, unless a test of such Back-Up Metering System, as required by either Party, reveals that the Back-Up Metering System is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly;inaccuracy. (bii) If there is no Back-Up Metering System or if In the Back-Up Metering event that Seller’s Computer Monitoring System is found to be inaccurate by more than one-half of a two percent (0.52.0%) or is otherwise functioning improperly), then the Company and BPDB Parties shall jointly prepare an estimate the amount of the correct reading on necessary adjustment using the basis site meteorological information for the period of all available information and such guidelines as may have been agreed to between the Company and BPDB;inaccuracy based upon deliveries of Energy Output from the BPA Wind Turbines during periods of similar operating conditions when the Metering Device was registering accurately. The adjustment shall be made for the period during which inaccurate measurements were made. (ciii) In the event that BPDB and the Company fail Parties cannot agree on the actual period during which the inaccurate measurements were made, the period during which the measurements are to agree upon an estimate be adjusted shall be the shorter of (1) the last one-half of the period from the last previous test of the Metering Device to the test that found the Metering Device to be defective or inaccurate, or (2) the 180- day period immediately preceding the test that found the Metering Device to be defective or inaccurate. (iv) To the extent that the adjustment period overlaps with a period of deliveries for which payment has already been made to Seller by BPA, BPA shall use the corrected measurements as determined in accordance with this Section to recalculate the amount due for the correct reading, BPDB shall make any payments to the Company required as a result of its estimate period of the correct reading, which inaccuracy and shall not in any event be greater than the last meter reading known to be correct, and the matter may be referred by either Party for determination by Expert pursuant to Section 19.3; and (d) The difference between subtract the previous payments by BPDB BPA for the such period of inaccuracy and the from such recalculated amount shall be offset against or added to the next payment to the Company under this Agreement, as appropriateamount. If the period of inaccuracy cannot be accurately determineddifference is a positive number, it the difference shall be deemed paid by BPA to have begun on Seller; if the date which difference is midway between a negative number, that difference shall be paid by Seller to BPA, or at BPA’s discretion such difference may take the date form of an offset to payments due Seller by BPA. Payment of such difference by the meter was found to owing Party shall be inaccurate and made not later than thirty (30) days after the date owing Party receives notice of the last meter reading accepted by the Parties as accurate. In no eventamount due, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus one-half of a percent (0.5%) and not otherwise functioning improperlyunless BPA elects payment via an offset.

Adjustment for Inaccurate Meters. If the any Electric Metering System Device, or Back-Up Metering, fails to register, or if the measurement made by the an Electric Metering System Device, or Back-Up Metering, is found upon testing to be inaccurate by more than one-half of a one percent (0.51.0%), an adjustment shall be made correcting all measurements by the inaccurate or defective Electric Metering System Device, or Back-Up Metering, for both the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (aA) FirstIn the event that the Electric Metering Device is found to be defective or inaccurate, the readings Parties shall use Back-up Metering, if installed, to determine the amount of the such inaccuracy, provided, however, that Back-Up Metering Systemhas been tested and maintained in accordance with the provisions of this Article 5. In the event that either Party did not install Back-Up metering, if any, may be utilised to calculate the correct amount of Net Energy Output, unless a test of such or Back-Up Metering System, as required by either Party, reveals that the Back-Up Metering System is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System is also found to be inaccurate by more than one-half of a one percent (0.51.0%) or is otherwise functioning improperly), then the Company and BPDB Parties shall jointly prepare an estimate the amount of the correct reading necessary adjustment on the basis of all available information deliveries of Solar Energy from the Facility and such guidelines as may have been agreed to between the Company and BPDB;Point of Delivery during periods of similar operating conditions when the Electric Metering Device was registering accurately. The adjustment shall be made for the period during which inaccurate measurements were made. (cB) In the event that BPDB and the Company fail Parties cannot agree on the actual period during which the inaccurate measurements were made, the period during which the measurements are to agree upon an estimate be adjusted shall be the shorter of (i) the last one-half of the period from the last previous test of the Electric Metering Device to the test that found the Electric Metering Device to be defective or ****=Confidential treatment has been requested for the correct reading, BPDB shall make any payments redacted portions of this exhibit. The copy filed herewith omits the information subject to the Company required confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. inaccurate, or (ii) the one hundred eighty (180) Days immediately preceding the test that found the Electric Metering Device to be defective or inaccurate. (C) To the extent that the adjustment period covers a result period of its estimate deliveries for which payment has already been made by EPE, EPE shall use the corrected measurements as determined in accordance with this Article 5 to re-compute the amount due for the period of the correct reading, which inaccuracy and shall not in any event be greater than the last meter reading known to be correct, and the matter may be referred by either Party for determination by Expert pursuant to Section 19.3; and (d) The difference between subtract the previous payments by BPDB EPE for the this period of inaccuracy and the recalculated amount shall be offset against or added to the next payment to the Company under this Agreement, as appropriatefrom such re-computed amount. If the period of inaccuracy cannot be accurately determineddifference is a positive number, it the difference shall be deemed paid by EPE to have begun Seller; if the difference is a negative number, that difference shall be paid by Seller to EPE. In either case, the owing Party, at its discretion, may offset such payments due the other Party against undisputed amounts owed by the other Party as specified in Section 9.3(A) of this Agreement. The owing Party shall provide the other Party with notice and supporting documentation of the amount due. Except for offsets to payments, which may be offset immediately, payment of such difference by the owing Party shall be made not later than thirty (30) Days after the owing Party receives notice and supporting documentation of the amount due. Interest shall be computed for any payments or offsets to payments made pursuant to this Section 5.3(C) at a rate equal to one-twelfth (1/12) of the prime rate published in the Wall Street Journal on the invoice due date which is midway between (the date the meter was found to be inaccurate and the date of the last meter reading accepted by the Parties as accurate. In no event, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus one-half of a percent (0.5%) and not otherwise functioning improperly“Interest Rate”).

Adjustment for Inaccurate Meters. (a) If the Primary Metering System fails to registerrecord, or if the measurement made by the Primary Metering System is found upon testing to be inaccurate by more than one-half the maximum limit of a percent (0.5%)inaccuracy stated in Table 2 of Schedule 6, an adjustment shall be made made, correcting all measurements by the inaccurate or defective Metering System metering device for both the amount of the inaccuracy and the period of the inaccuracy, in the following mannermanner and order of priority: (ai) FirstThe Parties shall use the BOT Company’s Check Metering System to determine the amount of such inaccuracy; provided, however, that such Check Metering System is tested and maintained in the same manner as the Primary Metering System. (ii) In the event that the Check Metering System is also found to be inaccurate by more than the maximum limit of inaccuracy applied to the Primary Metering System in Table 2 of Schedule 6, the readings of Parties shall use the records obtained from the Back-Up Metering System, if any, may be utilised to calculate . (iii) In the correct amount of Net Energy Output, unless a test of such Back-Up Metering System, as required by either Party, reveals event that the Back-Up Metering System is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System is also found to be inaccurate by more than onethe maximum limit of inaccuracy applied to the Back-half Up Metering System in Table 2 of a percent Schedule 6, the Parties shall use the records obtained from the metering equipment at the generator terminal after deducting the auxiliary power and the power loss before the Primary Metering System, provided the meters at the generator terminal meet the following requirements. The accuracy of the meters at the generator terminal shall be plus or minus zero point five per cent. (+/- 0.5%) or is otherwise functioning improperly, then and the Company technical design of such meters shall be agreed by the Parties. The auxiliary power and BPDB the power loss shall jointly prepare an estimate of the correct reading be determined on the basis of all available information and such guidelines as may have been agreed to between the Company and BPDB;previous estimates for the preceding three (3) months, when the Primary Metering System was registering accurately. (cb) In If the event that BPDB and duration of the Company fail to agree upon an estimate inaccuracy cannot be determined, retroactive billing adjustments for the correct reading, BPDB shall make any payments to the Company required errors found as a result of its estimate of the correct reading, which any test shall not in any event be greater than the last meter reading known to be correct, and the matter may be referred by either Party for determination by Expert pursuant to Section 19.3; and (d) The difference between the previous payments by BPDB for the period of inaccuracy and the recalculated amount shall be offset against or added to the next payment to the Company under this Agreement, as appropriate. If the period of inaccuracy cannot be accurately determined, it shall be deemed to have begun on the date which is midway between the date the meter was found to be inaccurate and the date of the last meter reading accepted by the Parties as accurate. In no event, however, shall any such adjustment be made for any a period prior equal to the date on which the Metering System was last tested and found to be accurate within plus or minus one-half (1/2) of a percent the time elapsed since the previous test, but not to exceed six (0.5%6) and not otherwise functioning improperlymonths.

Adjustment for Inaccurate Meters. If the Metering System a Revenue Meter fails to register, or if the measurement made by the Metering System a Revenue Meter is found upon testing to be inaccurate by more than one-or less than one half of a one percent (0.5.5%), an adjustment shall be made correcting all measurements by the inaccurate or defective Metering System Revenue Meter for both the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (a) First5.2.1 As may be agreed upon by the Parties, or 5.2.2 In the event that the Parties cannot agree on the amount of the adjustment necessary to correct the measurements made by any inaccurate or defective Revenue Meter, the readings of the Back-Up Metering SystemParties shall use Seller's backup metering, if anyinstalled, may be utilised to calculate determine the correct amount of Net Energy Outputsuch inaccuracy; provided, unless a test however, that Seller's backup metering has been tested andmaintained in accordance with the provisions of such Back-Up Metering System, as required by either Party, reveals this Section 5.2.2. In the event that the Back-Up Metering System is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System Seller's backup metering also is found to be inaccurate by more than the allowable limits set forth in this Section 5.2.2, the Parties shall mutually agree to estimate the amount of the necessary adjustment on the basis of deliveries of Capacity and Electric Energy during periods of similar operating conditions when the Revenue Meter was registering accurately. 5.2.3 In the event that the Parties cannot agree on the actual period during which the Revenue Meter(s) made inaccurate measurements, the period during which the measurements are to be adjusted shall be the shorter of (i) the last one-half of a percent (0.5%) or is otherwise functioning improperly, then the Company and BPDB shall jointly prepare an estimate period from the last previous test of the correct reading on the basis of all available information and such guidelines as may have been agreed to between the Company and BPDB; (c) In the event that BPDB and the Company fail to agree upon an estimate for the correct reading, BPDB shall make any payments Revenue Meter to the Company required as a result of its estimate of test that found the correct reading, which shall not in any event be greater than the last meter reading known Revenue Meter to be correctdefective or inaccurate, and or (ii) the matter may one hundred eighty (180) days immediately preceding the test that found the Revenue Meter to be referred defective or inaccurate. 5.2.4 To the extent that the adjustment period covers a period of deliveries for which payment has already been made by either Party for determination by Expert pursuant Buyer, Seller shall use the corrected measurements as determined in accordance with Sections 5.2.1, 5.2.2, or 5.2.3 hereof to Section 19.3; and (d) The difference between recompute the previous payments by BPDB amount due for the period of inaccuracy and shall subtract the recalculated amount shall be offset against or added to the next payment to the Company under previous payments by Buyer for this Agreement, as appropriateperiod from such recomputed amount. If the period of inaccuracy cannot be accurately determineddifference is a positive number, it the difference shall be deemed paid by Buyer to have begun on Seller; if the date which difference is midway between a negative number, that difference shall be paid by Seller to Buyer in the date form of an offset to payments due Seller by Buyer hereunder. Adjustment of such difference by the meter was found to owing Party shall be inaccurate and made not later than thirty (30) days after the date owing Party receives notice of the last meter reading accepted by the Parties as accurate. In no eventamount due, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus one-half of a percent (0.5%) and not otherwise functioning improperlyunless Buyer elects payment via an offset.

Adjustment for Inaccurate Meters. If the Metering System fails to register, or if the measurement made by the Metering System is found upon testing to be inaccurate by more than one-half of a percent (0.5%), an adjustment shall be made correcting all measurements by the inaccurate or defective Metering System for the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (a) First, the readings of the Back-Up Metering System, if any, may be utilised used to calculate the correct amount of Net Energy Output, unless a test of such Back-Up Metering System, as required by either Party, reveals that the Back-Up Metering System is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System is found to be inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly, then the Company and BPDB the Off-Taker shall jointly prepare an estimate of the correct reading on the basis of all available information and such guidelines as may have been agreed to between the Company and BPDBthe Off-Taker; (c) In the event that BPDB the Off-Taker and the Company fail to agree upon an estimate for the correct reading, BPDB the Off-Taker shall make any payments to the Company required as a result of its estimate of the correct reading, which shall not in any event be greater than the last meter reading known to be correct, and the matter may be referred by either Party for determination by Expert pursuant to Section 19.3; and (d) The difference between the previous payments by BPDB the Off-Taker for the period of inaccuracy and the recalculated amount shall be offset against or added to the next payment to the Company under this Agreement, as appropriate. If the period of inaccuracy cannot be accurately determined, it shall be deemed to have begun on the date which is midway between the date the meter was found to be inaccurate and the date of the last meter reading accepted by the Parties as accurate. In no event, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus one-one- half of a percent (0.5%) and not otherwise functioning improperly.

Adjustment for Inaccurate Meters. If the a Metering System Device fails to register, or if the measurement made by the a Metering System Device is found upon testing to be inaccurate by more than one-half of a one percent (0.51.0%), an adjustment shall be made correcting all measurements by the inaccurate or defective Metering System Device for both the amount of the inaccuracy and the period of the inaccuracy, in the following manner: (aA) FirstAs may be agreed upon by the Parties, or (B) In the event that the Parties cannot agree on the amount of the adjustment necessary to correct the measurements made by any inaccurate or defective Metering Device, the readings of the Back-Up Metering SystemParties shall use Seller's Backup Metering, if anyinstalled, may be utilised to calculate determine the correct amount of Net Energy Outputsuch inaccuracy, unless a test provided, however, that Seller's Backup Metering has been tested and maintained in accordance with the provisions of such Back-Up Sections 8.2(D) and 8.2(E). In the event that Seller's Backup Metering System, as required by either Party, reveals that the Back-Up Metering System is inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperly; (b) If there is no Back-Up Metering System or if the Back-Up Metering System also is found to be inaccurate by more than one-half of a percent (0.5%) or is otherwise functioning improperlythe allowable limits set forth in this Section 8.3, then the Company and BPDB Parties shall jointly prepare an estimate the amount of the correct reading necessary adjustment on the basis of all available information deliveries of Capacity and such guidelines as may have been agreed to between Energy during periods of similar operating conditions when the Company and BPDB;Metering Device was registering accurately. (cC) In the event that BPDB and the Company fail Parties cannot agree on the actual period during which the Metering Device(s) made inaccurate measurements, the period during which the measurements are to agree upon an estimate be adjusted shall be the shorter of (i) the last one-half of the period from the last previous test of the Metering Device to the test that found the Metering Device to be defective or inaccurate, or (ii) the one hundred eighty (180) days immediately preceding the test that found the Metering Device to be defective or inaccurate. (D) To the extent that the adjustment period covers a period of deliveries for which payment has already been made by Southwestern, Southwestern shall use the corrected measurements as determined in accordance with Sections 8.3(A), (B) or (C) hereof to recompute the amount due for the correct reading, BPDB shall make any payments to the Company required as a result of its estimate period of the correct reading, which inaccuracy and shall not in any event be greater than the last meter reading known to be correct, and the matter may be referred by either Party for determination by Expert pursuant to Section 19.3; and (d) The difference between subtract the previous payments by BPDB Southwestern for the this period of inaccuracy and the recalculated amount shall be offset against or added to the next payment to the Company under this Agreement, as appropriatefrom such recomputed amount. If the period of inaccuracy cannot be accurately determineddifference is a positive number, it the difference shall be deemed paid by Southwestern to have begun on Seller; if the date which difference is midway between a negative number, that difference shall be paid by Seller to Southwestern, or at the date discretion of Southwestern may take the meter was found form of an offset to Payments due Seller by Southwestern hereunder. Payment of such difference by the owing Party shall be inaccurate and made not later than thirty (30) days after the date owing Party receives notice of the last meter reading accepted by the Parties as accurate. In no eventamount due, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus one-half of a percent (0.5%) and not otherwise functioning improperlyunless Southwestern elects payment via an offset.