Common use of Additional Seller Representations and Warranties Clause in Contracts

Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that: (i) Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); and (ii) Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE. (b) As of the Effective Date and, if applicable, as of each time that a Generating Facility is added to the Project, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any Product to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. (c) On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. (d) On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. (e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider that the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Delivery Date to be later than the Expected Initial Delivery Date. (f) Seller also makes the additional representations and warranties set forth in Section 9.02 of Attachment 1.

Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that: (i) Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); and (ii) Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE. (b) As of the Effective Date and, if applicable, as of each time that a Generating Facility is added to the Project, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any Product to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. (c) On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security, and the execution, delivery and performance of the covenants and agreements of this Agreement do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including the Project Security, other than the security interests and liens created under this Agreement; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. (d) On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. (e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider that the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Delivery Date to be later than the Expected Initial Delivery Date. (f) Seller also makes the additional representations and warranties set forth in Section 9.02 of Attachment 1.

Additional Seller Representations and Warranties. Seller represents and warrants, to SCE that no part of the Project was installed or operational at any time before January 1, 2010 as provided in the CPUC Decision 00-00-000 (a) a “New Resource”). On each day on which Project Security is held by SCE under this Agreement, Seller hereby represents and warrants that: Seller has good title to and is the sole owner of such Project Security, and the execution, delivery and performance of the covenants and agreements of this Agreement do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including the Project Security, other than the security interests and liens created under this Agreement; Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. As of the Effective Date, Seller represents and warrants to SCE that: (i) Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); and (ii) Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE. (b) As of the Effective Date and, if applicable, as of each time that a Generating Facility is added to the Project, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any Product to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. (c) On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. (d) On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. (e) As of the Effective Date, . Seller represents and warrants to SCE that it Seller has not received notice from provided to SCE a list of services that Seller currently provides to SCE or been advised to any other entity using the Storage Unit(s), in addition to the Product delivered to SCE under this Agreement. Seller’s Covenants. Seller shall own and operate the Project. Seller shall maintain ownership of and demonstrable exclusive rights to the Project throughout the Term. Seller shall deliver to SCE the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any existing person. Seller shall obtain, maintain and remain in compliance with all Permits, agreements (including interconnection agreements) and rights (including transmission rights) necessary to operate the Project and provide the Product to SCE in accordance with this Agreement. Seller shall maintain and preserve its existence as a [insert applicable corporate incorporation information] formed under the laws of the State of [XX] and all material rights, privileges and franchises necessary or potential supplier desirable to enable it to perform its obligations under this Agreement. Seller shall maintain the Project as fully deliverable for the purposes of counting the Product, in an amount equal to the Contract Capacity, towards RA Compliance Obligations. Seller shall (i) provide all information needed for the Product to be shown on Supply Plans and RA Compliance Showings and to be used to satisfy RA Compliance Obligations, including providing information with respect to the amount of Flexible Capacity and Inflexible Capacity available to be included in any applicable Supply Plan and RA Compliance Showing and (ii) provide any information requested by SCE related to the Project that is required to be provided to the CAISO or service provider that CPUC in order for SCE to comply with Applicable Laws. Seller shall obtain Site Control by the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or are reasonably likely to cause, a delay date specified therefor in the construction Critical Path Development Milestone Schedule. If Seller agrees to use the Storage Unit(s) to provide any services to SCE or to any other entity in addition to the Product delivered to SCE under this Agreement, Seller shall inform SCE regarding such additional services in writing prior to providing such additional services. Upon SCE’s request, Seller shall provide SCE with an update regarding any previously reported additional services or any new additional services delivered to SCE or any other entity. If Seller uses the Storage Unit(s) to provide any other service to SCE or to any other entity in addition to the Product delivered to SCE under this Agreement, Seller shall do so in compliance with the rules set forth in CPUC Decision (D.) 00-00-000 regarding multiple-use application issues for energy storage devices, as such rules are amended, modified or updated from time to time. Throughout the Delivery Period: Seller shall own or have the exclusive right to the Product, and shall furnish SCE, the CPUC, each applicable Governmental Authority, and the CAISO with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right. No portion of the Product will be committed by Seller to any third party in order to satisfy RA Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and Seller. If the CAISO designates any portion of the Project as CPM Capacity Seller shall, and shall cause each Storage Unit’s SCE to: Promptly (and in any event within one (1) Business Day of the xxxx Xxxxxx or such SC receives notification from the CAISO) notify SCE and Not accept any such designation by the CAISO unless and until SCE has agreed to accept such designation, provided that SCE shall have the exclusive right to offer the Product and Project, or any portion thereof, to the CAISO as CPM Capacity. Seller shall, and shall cause each Storage Unit’s SC to comply with Applicable Laws, relating to the Product. SCE shall have no liability for the failure of Seller or the delivery failure of materials necessary any Storage Unit’s SC to complete comply with Applicable Laws, including any penalties, charges or fines imposed on Seller or any Storage Unit’s SC for such noncompliance. Seller shall notify the ProjectSC of each Storage Unit that Seller has transferred the Product to SCE, with respect to each day of each Showing Month, and shall cause such SC to deliver the Supply Plans in accordance with the CAISO Tariff and this Agreement. Seller shall cause each case Storage Unit’s SC to provide to the SCE, at least fifteen (15) Business Days before the relevant deadlines for each RA Compliance Showing, the applicable Expected Contract Quantity of such Storage Unit for each day of such Showing Month, including the amount of Flexible Capacity and Inflexible Capacity, that would cause the Initial Delivery Date is to be later than submitted in the Expected Initial Delivery Date. (f) Supply Plan associated with this Agreement for the applicable period. Seller also makes shall notify each Storage Unit’s SC that SCE is entitled to the additional representations and warranties revenues set forth in Section 9.02 3.07, and shall cause such SC to promptly deliver those revenues to SCE, along with appropriate documentation supporting the amount of Attachment 1those revenues. Seller shall maintain Site Control. Seller shall not use, grant, pledge, assign, sell or otherwise commit any Product to meet the RA Compliance Obligations of, or confer Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE.

Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that: (i) Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage in the development, construction and operation that no part of the Project was installed or operational at any time before January 1, 2010 as provided in the CPUC Decision 00-00-000 (a “Special Purpose EntityNew Resource”); and (ii) . On each day on which Project Security is held by SCE under this Agreement, Seller hereby represents and warrants that: Seller has provided SCE with true good title to and correctis the sole owner of such Project Security, up-to-date copies of all and the execution, delivery and performance of the Interconnection Studiescovenants and agreements of this Agreement do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, if anyincluding the Project Security, other than the security interests and liens created under this Agreement; Upon the posting of Project Security by Seller to enable delivery SCE, SCE shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE. (b) Project Security with respect hereto. As of the Effective Date and, if applicable, as of each time that a Generating Facility is added to the ProjectDate, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any Product to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. (c) On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. (d) On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. (e) As of the Effective Date, . Seller represents and warrants to SCE that it Seller has not received notice from provided to SCE a list of services that Seller currently provides to SCE or been advised to any other entity using the Storage Unit(s), in addition to the Product delivered to SCE under this Agreement. Seller’s Covenants. Seller shall own and operate the Project. Seller shall maintain ownership of and demonstrable exclusive rights to the Project throughout the Term. Seller shall deliver to SCE the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any existing person. Seller shall obtain, maintain and remain in compliance with all Permits, agreements (including interconnection agreements) and rights (including transmission rights) necessary to operate the Project and provide the Product to SCE in accordance with this Agreement. Seller shall maintain and preserve its existence as a [insert applicable corporate incorporation information] formed under the laws of the State of [XX] and all material rights, privileges and franchises necessary or potential supplier desirable to enable it to perform its obligations under this Agreement. Seller shall maintain the Project as fully deliverable for the purposes of counting the Product, in an amount equal to the Contract Capacity, towards RA Compliance Obligations. Seller shall (i) provide all information needed for the Product to be shown on Supply Plans and RA Compliance Showings and to be used to satisfy RA Compliance Obligations, including providing information with respect to the amount of Flexible Capacity and Inflexible Capacity available to be included in any applicable Supply Plan and RA Compliance Showing and (ii) provide any information requested by SCE related to the Project that is required to be provided to the CAISO or service provider that CPUC in order for SCE to comply with Applicable Laws. Seller shall obtain Site Control by the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or are reasonably likely to cause, a delay date specified therefor in the construction Critical Path Development Milestone Schedule. If Seller agrees to use the Storage Unit(s) to provide any services to SCE or to any other entity in addition to the Product delivered to SCE under this Agreement, Seller shall inform SCE regarding such additional services in writing prior to providing such additional services. Upon SCE’s request, Seller shall provide SCE with an update regarding any previously reported additional services or any new additional services delivered to SCE or any other entity. If Seller uses the Storage Unit(s) to provide any other service to SCE or to any other entity in addition to the Product delivered to SCE under this Agreement, Seller shall do so in compliance with the rules set forth in CPUC Decision (D.) 00-00-000 regarding multiple-use application issues for energy storage devices, as such rules are amended, modified or updated from time to time. Throughout the Delivery Period: Seller shall own or have the exclusive right to the Product, and shall furnish SCE, the CPUC, each applicable Governmental Authority, and the CAISO with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right. No portion of the Product will be committed by Seller to any third party in order to satisfy RA Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and Seller. If the CAISO designates any portion of the Project as CPM Capacity Seller shall, and shall cause each Storage Unit’s SCE to: Promptly (and in any event within one (1) Business Day of the xxxx Xxxxxx or such SC receives notification from the CAISO) notify SCE and Not accept any such designation by the CAISO unless and until SCE has agreed to accept such designation, provided that SCE shall have the exclusive right to offer the Product and Project, or any portion thereof, to the CAISO as CPM Capacity. Seller shall, and shall cause each Storage Unit’s SC to comply with Applicable Laws, relating to the Product. SCE shall have no liability for the failure of Seller or the delivery failure of materials necessary any Storage Unit’s SC to complete comply with Applicable Laws, including any penalties, charges or fines imposed on Seller or any Storage Unit’s SC for such noncompliance. Seller shall notify the ProjectSC of each Storage Unit that Seller has transferred the Product to SCE, with respect to each day of each Showing Month, and shall cause such SC to deliver the Supply Plans in accordance with the CAISO Tariff and this Agreement. Seller shall cause each case Storage Unit’s SC to provide to the SCE, at least fifteen (15) Business Days before the relevant deadlines for each RA Compliance Showing, the applicable Expected Contract Quantity of such Storage Unit for each day of such Showing Month, including the amount of Flexible Capacity and Inflexible Capacity, that would cause the Initial Delivery Date is to be later than submitted in the Expected Initial Delivery Date. (f) Supply Plan associated with this Agreement for the applicable period. Seller also makes shall notify each Storage Unit’s SC that SCE is entitled to the additional representations and warranties revenues set forth in Section 9.02 3.06, and shall cause such SC to promptly deliver those revenues to SCE, along with appropriate documentation supporting the amount of Attachment 1those revenues. Seller shall maintain Site Control. Seller shall not use, grant, pledge, assign, sell or otherwise commit any Product to meet the RA Compliance Obligations of, or confer Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE.

Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that: (i) Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); and (ii) Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE. (b) As of the Effective Date and, if applicable, as of each time that a Generating Facility is added to the Project, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any Product to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. (c) On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. (d) On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. (e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider that the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or are reasonably likely to will cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Delivery Date to be later than the Expected Initial Delivery Date. (f) Seller also makes the additional representations and warranties set forth in Section 9.02 of Attachment 1.

Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that: (i) Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); and (ii) Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE. (b) As of the Effective Date and, if applicable, as of each time that a Generating Facility is added to the Project, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any Product to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. (c) On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security, and the execution, delivery and performance of the covenants and agreements of this Agreement do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including the Project Security, other than the security interests and liens created under this Agreement; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. (d) On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. (e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider that the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or are reasonably likely to will cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Delivery Date to be later than the Expected Initial Delivery Date. (f) Seller also makes the additional representations and warranties set forth in Section 9.02 of Attachment 1.

Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that: (i) : Seller ☐
is/ ☐
is not {SCE noteNote: select applicable option}an option} an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); and (ii) Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE. (b) ; and Seller has considered long-term risks to the Project associated with climate change. As of the Effective Date and, if applicable, as of each time that a Generating Facility is added to and throughout the ProjectDelivery Period, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any Product portion of the generating capacity of the Project to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during for any Showing Month of the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. (c) . On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) : Seller has good title to and is the sole owner of such Project Security; (ii) ; Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) and Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. (d) . On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. (e) . As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider that the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Delivery Date to be later than the Expected Initial Delivery Date. As of the Initial Delivery Date, Seller represents and warrants to SCE that the Project: was not installed or operational at any time before the Effective Date; and has a remaining design life of at least [#] years after the Initial Delivery Date as attested by an Independent Engineer; {SCE Note: design life should extend at least until end of Delivery Period, or longer based on accounting considerations. (f) } Seller also makes the additional representations and warranties set forth in Section 9.02 of Attachment 1.