Common use of Operation and Management Clause in Contracts

Operation and Management. Each Party is required to operate and maintain its Project Controlled Assets (other than any portion of such Project Controlled Assets that constitutes Common Facilities) and to utilize the Common Facilities acting as a prudent operator and manager and otherwise (i) in a safe manner, (ii) in accordance with good operating practice and (iii) in compliance with all Laws and (iv) without causing a material adverse effect on the other Party. The Parties shall enter into mutually satisfactory arrangements for the operation and maintenance of the Common Facilities by a single Operator, the costs of which shall constitute Shared Expenses; provided, however, the Party that does not have an O&M Agreement with such Operator under which it is effectively bearing its Project Percentage Interest of the cost of operation of the Common Facilities consents to pay a portion of the cost borne by the other Parties to operate the Common Facilities equal to its Project Percentage Interest. To the extent required for enforcement, each Party to which any warranty was issued with respect to any of the Common Facilities shall, at the request and expense of the other Party, pursue any claims in respect of such warranty for the benefit of each of the Parties. All performance by an Operator in relation to the Common Facilities shall constitute the performance by the applicable Party of its obligations under this Agreement relating thereto; provided, however, that upon the default of any Operator of any such obligation, the applicable Party shall remain obligated to perform such obligation. Payment for all expenses relating to Common Facilities that are not covered by an O&M Agreement shall be made by the responsible Party before any penalty for non-payment shall be assessed and in a timely enough manner so that neither the Common Facilities nor the Common Facilities Easements will be jeopardized or made subject to any lien or encumbrance. Each Party shall bear the risk of damage, loss, condemnation, or taking to or of its Project Controlled Assets (other than any portion of such Project Controlled Assets that constitutes Common Facilities). Notwithstanding any other provision to the contrary in this Agreement, Developer’s obligations under the foregoing sentence shall commence as of the Effective Date.

Operation and Management. Each Party is required to operate and maintain its Project Controlled Assets (other than any portion of such Project Controlled Assets that constitutes Common Facilities) and to utilize the Common Facilities acting as a prudent operator (▇▇▇▇▇ Wind Energy Center, LLC) 1557237.09-WASSR01A - MSW and manager and otherwise (i) in a safe manner, (ii) in accordance with good operating practice and practice, (iii) in compliance with all Laws and (iv) without causing a material adverse effect on the other Party. The Parties shall enter into mutually satisfactory arrangements for the operation and maintenance of the Common Facilities by a single Operator, the costs of which shall constitute Shared Expenses; provided, however, the Party that does not have an O&M Agreement with such Operator under which it is effectively bearing its Project Percentage Interest of the cost of operation of the Common Facilities consents to pay a portion of the cost borne by the other Parties to operate the Common Facilities equal to its Project Percentage Interest. To the extent required for enforcement, each Party to which any warranty was issued with respect to any of the Common Facilities shall, at the request and expense of the other Party, pursue any claims in respect of such warranty for the benefit of each of the Parties. All performance by an Operator in relation to the Common Facilities shall constitute the performance by the applicable Party of its obligations under this Agreement relating thereto; provided, however, that upon the default of any Operator of any such obligation, the applicable Party shall remain obligated to perform such obligation. Payment for all expenses relating to Common Facilities that are not covered by an O&M Agreement shall be made by the responsible Party before any penalty for non-payment shall be assessed and in a timely enough manner so that neither the Common Facilities nor the Common Facilities Easements will be jeopardized or made subject to any lien or encumbrance. Each Party shall bear the risk of damage, loss, condemnation, or taking to or of its Project Controlled Assets (other than any portion of such Project Controlled Assets that constitutes Common Facilities). Notwithstanding any other provision to the contrary in this Agreement, Developer’s obligations under the foregoing sentence shall commence as of the Effective Date.

Operation and Management. Each Party is required to operate and maintain its Project Controlled Assets (other than any portion of such Project Controlled Assets that constitutes Common Facilities) and to utilize the Common Facilities acting as a prudent operator and manager and otherwise (i) in a safe manner, (ii) in accordance with good operating practice and practice, (iii) in compliance with all Laws and (iv) without causing a material adverse effect on the other Party. The Parties shall enter into mutually satisfactory arrangements for the operation and maintenance of the Common Facilities by a single Operator, the costs of which shall constitute Shared Expenses; provided, however, the Party that does not have an O&M Agreement with such Operator under which it is effectively bearing its Project Percentage Interest of the cost of operation of the Common Facilities consents to pay a portion of the cost borne by the other Parties to operate the Common Facilities equal to its Project Percentage Interest. To the extent required for enforcement, each Party to which any warranty was issued with respect to any of the Common Facilities shall, at the request and expense of the other Party, pursue any claims in respect of such warranty for the benefit of each of the Parties. All performance by an Operator in relation to the Common Facilities shall constitute the performance by the applicable Party of its obligations under this Agreement relating thereto; provided, however, that upon the default of any Operator of any such obligation, the applicable Party shall remain obligated to perform such obligation. Payment for all expenses relating to Common Facilities that are not covered by an O&M Agreement shall be made by the responsible Party before any penalty for non-payment shall be assessed and in a timely enough manner so that neither the Common Facilities nor the Common Facilities Easements will be jeopardized or made subject to any lien or encumbrance. Each Party shall bear the risk of damage, loss, condemnation, or taking to or of its Project Controlled Assets (other than any portion of such Project Controlled Assets that constitutes Common Facilities). Notwithstanding any other provision to the contrary in this Agreement, Developer’s obligations under the foregoing sentence shall commence as of the Effective Date.