Agenda

become or remain the property of Owner without additional charge, excepting those
items identified in Schedule 8.7, attached to this agreement. Owner shall also have the
right, in its sole discretion, to assume and become liable for any contracts or obligations
that Operator may have undertaken with third parties in connection with the Services.
Operator shall provide Owner with a status of the Services and any projects ongoing at
the Project. Operator shall cooperate in taking all reasonable steps requested by Owner

Laws applicable to the Services or the Project, where the violation has or may have a
material adverse effect on the maintenance or operation of the Project or Owner's interest,
and Operator does not cure such violation within 30 days (or, if not curable within 30
days, within such period of time as is reasonably necessary, but in no event more than
120 days, provided Operator diligently commences and pursues such cure and
indemnifies Owner for all related costs, of whatever kind), or (ii) of a material breach by

(c) Expenditures. Make or consent or agree to make any expenditure for
equipment, materials, assets or other items which would be a Reimbursable Cost, except
in conformity with the Annual Budget; provided, however, that solely in connection with
actions taken by Operator pursuant to Sections 3.8 (Emergency), 3.9 (Extraordinary
Circumstances), Operator may, without prior approval from Owner, make limited
expenditures outside the Annual Budget in accordance with those provisions;

include a comparison of such items to the corresponding values for the preceding month
and for the corresponding portion of the previous Contract Year, a listing of any
significant operating problems along with immediately planned remedial actions, and a
brief summary of major activities planned for the next reporting period, and (ii) a
statement setting forth all Reimbursable Costs paid or incurred in such month, which
statement shall itemize, in detail acceptable to Owner, the computation of such

(c) Changes. Operator shall notify Owner as soon as reasonably possible of any
significant deviations or discrepancies from the projections contained in the Annual
Budget or Annual Project Operating Plan.

Costs for such month in accordance with Subsection 5.2(a). Administrative fee shall be
billed quarterly in the March, June, September and December invoices. REC payments
are not made until six months after they are created (i.e. RECs created in January,
February and March are not sold until September) Within 30 days after receipt of any
such invoice, Owner shall:

from time to time, for all Reimbursable Costs or (ii) pay such Reimbursable Costs
directly to the applicable third parties.

Section 5.2 - Administrative Fee. Refer to Appendix B which is incorporated
herein.

ARTICLE 4
OWNER RESPONSIBILITIES

Such assistance shall include providing reports, records, logs and other information that
Owner may reasonably request as to the Project or its operation. Operator also shall file
such reports, notices, and other communications as may be required by any governmental
agency regarding the Project. Owner shall review and approve all such filings prior to
submittal.

"Services" has the meaning set forth in Article 3.1.

ARTICLE 3
SERVICES

Section 3.1 - Scope of Services. Operator shall (1) operate, maintain and manage
the Project on behalf of Owner as described in this Agreement, including Appendix A
and (ii) also perform the specific duties set forth in this Agreement if they are not
otherwise required by the standards defined in Section 3.2 (collectively, “Services”).