Puget Sound Energy, Inc.

Original Volume No. 1

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Effective Date: 11/01/1998, Docket: CP98-250-002, Status: Effective

Original Sheet No. 39 Original Sheet No. 39 : Effective

resign after giving three (3) months' written notice to the

Committee and a new Project Operator shall be designated pursuant

to this ARTICLE 6.

6.3.2 A Project Operator may voluntarily resign after giving

twelve (12) months' written notice to the Committee and a new

Project Operator shall be designated pursuant to or as otherwise

provided in this ARTICLE 6.

6.3.3 The Project Operator will be removed if:

6.3.3.1 there has been a finding by a court that there has

been gross negligence or willful misconduct by the Project

Operator;

6.3.3.2 there is an entry by a bankruptcy court of an order

for relief in an involuntary bankruptcy or insolvency case against

the Project Operator; or

6.3.3.3 there is a filing by the Project Operator of a

petition to commence a voluntary bankruptcy case.

6.3.4 In the event of such removal or resignation:

(a) the Owners shall pay the Project Operator in accordance with

Section 6.11 for all costs and expenses incurred by the Project

Operator in furtherance of this Agreement prior to such

resignation and in connection with the orderly termination and

closure of any services in progress, subject to any set-off or

credit due to the Owners if removal is for cause under

Section 6.3;

(b) the Project Operator shall not be obligated to perform any

additional services under this Agreement, and

6.4 Duties of the Project Operator

The Project Operator will operate and maintain the Storage

Project, including the day-to-day supervision of the operation and

maintenance of the Storage Project and activities reasonably

related thereto, pursuant to the