Common use of Additional Seller Representations, Warranties and Covenants Clause in Contracts

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) 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 person; (iii) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder; (iv) Seller shall obtain, maintain and remain in compliance with all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (v) Subject to Section 1.11, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and (vi) Subject to Section 1.11, Seller shall take all actions necessary for the Product delivered to SCE to qualify under the requirements of the California Renewables Portfolio Standard. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) The Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.11. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. (a) On the Execution Date, Seller hereby represents and warrants to Buyer that Seller has not used, granted, pledged, assigned, or otherwise committed any of the Monthly Quantity to meet the RAR, Local RAR and/or Flexible RAR, as applicable, or confer Resource Adequacy Benefits upon, any entity other than Buyer during the Delivery Period. Seller covenants to SCE that throughout the Delivery Term: (i) Period: Seller shall own and Operate the Generating Facility; (ii) Seller shall will deliver to SCE the Product to Buyer free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person; (iii) ; Seller shall hold has been authorized by each Customer, to act as an aggregator on behalf of such Customer to participate as a PDR in the rights DRAM Resource, if Seller is not also a Customer; The DRP has been authorized by each Customer to all Green Attributesact on behalf of such Customer to participate as a PDR for the DRAM Resource, Capacity Attributes if Seller is not the DRP; and Seller will not use, grant, pledge, assign, or otherwise commit any Monthly Contracted Quantity to meet the RAR, Local RAR, and/or Flexible RAR, as applicable, or confer Resource Adequacy BenefitsBenefits of the Product upon, which Seller has conveyed and has committed to convey to SCE hereunder; (iv) Seller shall obtain, maintain and remain in compliance with all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to any entity other than Buyer during the Delivery Point; (v) Subject to Section 1.11Period; During each month of the Delivery Period, if any participating Customers in the DRAM Resource have a Prohibited Resource, Seller shall take ensure that such Prohibited Resource is not used to reduce load during a Dispatch by any PDR providing Product to Buyer during such month, as follows: For all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and (vi) Subject to Section 1.11Residential Customers, Seller shall take all actions necessary include a provision in its contract forbidding the use of Prohibited Resources to reduce load during a Dispatch by any PDR providing Product to Buyer. Any Customer that does not accept the prohibition will not be eligible to participate in the Seller’s DRAM Resource. Seller shall require from each of its non-Residential Customers an attestation form attesting to one of the following conditions: the Customer does not have a Prohibited Resource on site; the Customer has a Prohibited Resource on site and will not use the resource to reduce load during a Dispatch by any PDR providing Product to Buyer; or, the Customer has a Prohibited Resource on site and may have to use the resource during Demand Response events for operational, health or safety reasons. The total nameplate capacity in kW of the Customer’s resource(s) will be used as the Default Adjustment Value (DAV) to adjust the Demand Response incentives / charge for the Product delivered to SCE to qualify under Customer’s account. For condition 1 above, the requirements Customer’s attestation must include the service account number. For conditions 2 and 3 above, each attestation must provide the service account number, the number of unit(s) of Prohibited Resources on site, and the nameplate capacity of the California Renewables Portfolio Standard. Prohibited Resource (b) Seller, andor, if applicablethe Customer has multiple Prohibited Resources, its successorsthe sum of the nameplate capacity values from all Prohibited Resources on site) (the “Default Adjustment Value”). For condition (3), represents and warrants that throughout this Default Adjustment Value will be subtracted from the Delivery Term Potential Load Reduction or Nominated Capacity. Customers must agree to a default adjustment in which the amount of this Agreement that: (i) The Project qualifies and Product such Customer can provide is certified reduced by the CEC Default Adjustment Value, regardless of whether the Prohibited Resource was actually used. Customers with multiple service accounts enrolled through Seller may submit one attestation form per attestation scenario. Seller shall collect and store all such Customer attestations and make them available upon request, to a Verification Administrator or the CPUC. Seller shall also collect and store supporting documentation, such as nameplate capacities for each resource under each attestation scenario, and make them available upon request to Buyer, the Verification Administrator or the CPUC. For non-Residential Customers, the attestation shall occur at the time of enrollment and may be provided with a wet signature, a click, or an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) The Project’s output delivered to Buyer qualifies under the requirements electronic signature. Any non-Residential Customer that does not complete this component of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall enrollment process will not be an Event of Default if Seller has used commercially reasonable efforts eligible to comply participate in Seller’s DRAM Resource. Consistent with such change in law. (c) Seller andCPUC Resolution E-4906, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for Seller’s contractual agreement is contingent upon compliance with both the California Renewables Portfolio Standardprohibition and the submission of the Customers’ attestations, which are subject to verification. Seller shall include provisions in its contracts that Customers are subject to random annual audits (1) requiring compliance with verification requests and facility access for site visits as deemed necessary by the Verification Administrator; (2) requiring the Customer to provide the Verification Administrator with written operating manifest(s), date and time stamped photo(s) of the Prohibited Resource unit(s), load curtailment plan(s), single line diagram(s) permit copy(ies), or other information or documentation about their onsite Prohibited Resources; and (3) allowing the Buyer or its contractor(s) to install monitoring equipment at the Sites for the purposes of verification of attestations. Seller shall include additional and separate provisions near the beginning of its contracts with Customers explaining and implementing these restrictions specifying that Customer compliance will be subject to verification, indicating the consequences for noncompliance with the provision. All contracts with non-Residential Customers shall indicate that the non-compliance consequences will be as set forth in California Public Utilities Commission Decision this section. If the instance of non-compliance involves clerical or administrative errors, such as an inaccurate listing of a Customer name or the nameplate value of a Prohibited Resource in an attestation, or a failure to include a Customer’s Prohibited Resource on an attestation, provided in all cases that such Prohibited Resource is not used in violation of the terms of this Agreement (collectively, “Type One Non-Compliance”), Seller shall specify that Customers will have sixty (60) calendar days from receipt of notice to cure such Type-One Non-Compliance. If the instance of non-compliance involves either (1) the Customer does not attest to the use of any Prohibited Resource but is using a Prohibited Resource to reduce load during a demand response event; or (2), a Customer submits an invalid nameplate capacity value for the Prohibited Resource(s) that is lower than the actual capacity value on the nameplate (collectively “Type Two Non-Compliance”), then Customer will be removed from Seller’s DRAM Resource as follows. If there is an instance of (x) an uncured Type One Non-Compliance, or (y) a Type Two Non-Compliance, the consequences will be removal from Seller’s DRAM Resource and ineligibility to enroll in any DRAM Seller’s Resource or Buyer’s demand response program subject to the prohibited resource requirement in D.00-00-000 for twelve calendar months from the removal date (for a single instance of noncompliance), or three years from the removal date (for two or more instances of noncompliance). Seller shall provide such documentation as may be reasonably necessary for Buyer to verify the accuracy of the attestations referenced in subsections B(1)–(3) above and Seller’s compliance with and enforcement of this Section 7.2(b)(v). For all non-Residential Customers, (1) Sellers will provide the Default Adjustment Values (DAVs) monthly (with Demonstrated Capacity information); and, (2) Sellers will ensure that CAISO wholesale market bids reflect portfolio amounts prior to de-rating. Seller shall comply with any Prohibited Resource audit verification plan that is developed in accordance with D. 00-00-000000 and approved by the CPUC. On an annual basis, Seller shall provide to Buyer the language on the prohibition included in its respective Residential Customer contracts. Seller will develop metrics, targets and record keeping systems to assess the effectiveness of its Customer outreach and notification efforts required under this Section 7.2(b)(v), and as may will provide such materials to the Buyer, the CPUC, and the Verification Administrator upon the request of Buyer or the CPUC. Seller shall include provisions in its contracts with non-Residential Customers permitting updates to their attestations to (1) add, remove or modify an on-site Prohibited Resource; (2) change the status or use of a Prohibited Resource to reduce load during any Dispatch; or (3) change the Default Adjustment Value, but only if, in each case, the change is supported by documentation that confirms the operational change and can be modified verified by subsequent decision a Verification Administrator. Verification methods for Customers under the condition noted in Section 7.2(b)(v)(I)(3) above shall be based on documentation of nameplate capacity, instead of load curtailment plans.. If further documentation in the form of load curtailment plans are required, Seller shall comply with the Verification Administrator’s requests for supporting materials. The Buyer has been directed by the CPUC to require a standardized non-disclosure agreement (NDA) that the Verification Administrator executes with the Buyer. This NDA pertains to all sellers and their customers from whom they collect market-sensitive, proprietary data. Verification information obtained from sellers and their customers is only to be submitted to and collected by the Verification Administrator consistent with CPUC Resolution E-4906. Under the terms of this NDA, third party customers’ market-sensitive, proprietary information shall not to be shared with the Buyer, will be kept under seal, and shall be made available to the Commission upon request. Per Ordering Paragraph 14 of CPUC Resolution E-4906, all aggregators must store Customer attestations and make them available to the CPUC upon request. The Seller shall store non-Residential Customer attestations and make them available to the Buyer or Commission upon request. If any respective PDR is a Joint Resource, Seller shall ensure that: (A) the use of the California Public Utilities Commission Joint Resource does not result in Buyer making payment in respect of Demonstrated Capacity for a type of Product in excess of the total capacity of the Joint Resource, whether to Seller or any other party, regardless of whether payment is made under this Agreement, another agreement in the DRAM, any other demand resource agreement or program, or any combination thereof; (B) the use of the Joint Resource does not result in Buyer making payment more than once in respect of capacity relating to a particular Customer registered in the Joint Resource, regardless of whether payment is made under this Agreement, another agreement in the DRAM, any other demand resource agreement or program, or any combination thereof; and (C) Seller has the right to access and provide to Buyer the records and data regarding any DRAM Resource Customer that is not designated by subsequent legislation. To Seller under Section 1.6(g) as part of the extent amount to be used to show Demonstrated Capacity for a change in law occurs after execution type of Product under this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.11. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to permit Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior audit such Joint Resource under Section 1.6(j) to the first delivery under the contractsame extent Buyer may audit PDRs that are not Joint Resources. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby represents, warrants and covenants to SCE that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) Seller shall deliver the Product to SCE at the Product Delivery Point free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person; (iii) Subject to Section 3.18, Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder; (iv) Seller shall obtainhave, maintain and remain in compliance with all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (v) Subject to Section 1.11, Seller shall take all actions necessary for have 724 MW of Reserved Capacity in force under the Project to qualify and be certified by the CEC as an ERRPoint-to-Point Agreements; and (vi) Subject to Any additional transmission service agreements that become effective after the Effective Date (other than the Master Transmission Agreement referenced in Section 1.112.09, Seller shall take all actions necessary be available for the Product delivered assignment to SCE to qualify under the requirements of the California Renewables Portfolio Standardat SCE’s discretion. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: : (i) The the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and and (ii) The the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (c) The cost incurred by Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred in order to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (d) The term demonstrate “commercially reasonable efforts” as used in Section 10.02(b) and shall have the limitation set forth in Section 10.02(c) means efforts consistent with and subject to Section 1.113.18(b). (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby represents, warrants and covenants to SCE that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) 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 person; (iii) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder;; and (iv) Seller shall obtain, maintain and remain in compliance with all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (v) Subject to Section 1.11, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and (vi) Subject to Section 1.11, Seller shall take all actions necessary for the Product delivered to SCE to qualify under the requirements of the California Renewables Portfolio Standard. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) The Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to the provisions of Section 1.111.07. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE Anaheim that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) Seller shall deliver to SCE Anaheim the Product free and clear of all liens, security interests, claims claims, and encumbrances or any interest therein or thereto by any person; (iii) Seller has the right to sell all rights, title, and interest in the Product, including any of its Green Attributes, to Anaheim throughout the Term, and, except as set forth herein; (iv) Seller shall not sell the Product to any other person or entity; (v) Seller shall hold the rights to all Green AttributesAttributes and, if applicable, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE Anaheim hereunder; (ivvi) Seller shall obtain, maintain maintain, and remain in compliance with all Permits, interconnection agreements agreements, and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (vvii) Subject to Section 1.11Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; (viii) Subject to Section 1.12, Seller shall take all necessary steps, including making or supporting timely filings with the CEC, to obtain and maintain CEC Certification and CEC Verification throughout the Delivery Term; and (viix) Subject to Section 1.11Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Product delivered to SCE Anaheim to qualify under the requirements of the California Renewables Portfolio StandardStandard and to meet the criteria set forth in California Public Utilities Code Section 399.16(b)(1). (x) Seller shall at all times operate the Generating Facility in full compliance with all applicable local, state, and federal laws, rules, and regulations, including without limitation those related to Cal/OSHA, Fed/OSHA, and environmental compliance. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) ERR as such term is defined in California Public Utilities Code Section 399.12 or 399.12, and the Project’s output delivered to Anaheim meets the criteria set forth in PUC Section 399.16399.16 (b)(1); and (ii) The Project’s output delivered to Buyer Anaheim qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawApplicable Laws. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer Anaheim conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislationRPS Legislation. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawgoverned by Section 1.12. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.111.12. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer Anaheim to be tracked in the Western Renewable Energy Generation Information System (WREGIS) will be taken prior to the first delivery under the contractAgreement. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE Anaheim that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) Seller shall deliver to SCE Anaheim the Product free and clear of all liens, security interests, claims claims, and encumbrances or any interest therein or thereto by any person; (iii) Seller has the right to sell all rights, title, and interest in the Product, including any of its Green Attributes, to Anaheim throughout the Term, and, except as set forth herein, (iv) Seller shall not sell the Product to any other person or entity. (v) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE Anaheim hereunder; (ivvi) Seller shall obtain, maintain maintain, and remain in compliance with all Permits, interconnection agreements agreements, and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (vvii) Subject to Section 1.11Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and; (viviii) Subject to Section 1.111.12, Seller shall take all necessary steps, including making or supporting timely filings with the CEC, to obtain and maintain CEC Certification and CEC Verification throughout the Delivery Term. (ix) Subject to Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Product delivered to SCE Anaheim to qualify under the requirements of the California Renewables Portfolio StandardStandard and to meet the criteria set forth in California Public Utilities Code Section 399.16(b)(1). (x) Seller shall at all times operate the Generating Facility in full compliance with all applicable local, state, and federal laws, rules, and regulations, including without limitation those related to Cal/OSHA, Fed/OSHA, and environmental compliance. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that:that:‌ (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) ERR as such term is defined in Public Utilities Code Section 399.12 or 399.12, and the Project’s output delivered to Anaheim meets the criteria set forth in PUC Section 399.16399.16 (b)(1); and (ii) The Project’s output delivered to Buyer Anaheim qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawApplicable Laws. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer Anaheim conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislationRPS Legislation. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawgoverned by Section 1.12. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.111.12. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer Anaheim to be tracked in the Western Renewable Energy Generation Information System (WREGIS) will be taken prior to the first delivery under the contractAgreement. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. ‌‌ (a) Seller hereby covenants to SCE Anaheim that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) Seller shall deliver to SCE Anaheim the Product free and clear of all liens, security interests, claims claims, and encumbrances or any interest therein or thereto by any person; (iii) Seller has the right to sell all rights, title, and interest in the Product, including any of its Green Attributes, to Anaheim throughout the Term, and, except as set forth herein,‌ (iv) Seller shall not sell the Product to any other person or entity. (v) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE Anaheim hereunder; (ivvi) Seller shall obtain, maintain maintain, and remain in compliance with all Permits, interconnection agreements agreements, and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (vvii) Subject to Section 1.11Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; andERR;‌ (viviii) Subject to Section 1.111.12, Seller shall take all necessary steps, including making or supporting timely filings with the CEC, to obtain and maintain CEC Certification and CEC Verification throughout the Delivery Term. (ix) Subject to Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Product delivered to SCE Anaheim to qualify under the requirements of the California Renewables Portfolio StandardStandard and to meet the criteria set forth in California Public Utilities Code Section 399.16(b)(1). (x) Seller shall at all times operate the Generating Facility in full compliance with all applicable local, state, and federal laws, rules, and regulations, including without limitation those related to Cal/OSHA, Fed/OSHA, and environmental compliance. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that:that:‌‌ (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) ERR as such term is defined in Public Utilities Code Section 399.12 or 399.12, and the Project’s output delivered to Anaheim meets the criteria set forth in PUC Section 399.16399.16 (b)(1); and (ii) The Project’s output delivered to Buyer Anaheim qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.Applicable Laws.‌ (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer Anaheim conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislationRPS Legislation. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawgoverned by Section 1.12. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.11.1.12.‌ (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer Anaheim to be tracked in the Western Renewable Energy Generation Information System (WREGIS) will be taken prior to the first delivery under the contractAgreement. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. Seller hereby represents, warrants, and covenants to Buyer that throughout the Delivery Period: (a) Seller hereby covenants to SCE that throughout the Delivery Term: (i) Seller shall own (or, in the absence of ownership, control) and Operate operate the Generating Facility, subject to the provisions of Section 15.3; (iib) Seller shall deliver to SCE Buyer the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any personperson or entity; (iii) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder; (ivc) Seller shall obtain, maintain and remain in compliance with all PermitsGovernmental Approvals, interconnection agreements and transmission rights necessary to Operate operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (vd) Seller shall not withdraw the Interconnection Queue Position identified in Section 1, assign or transfer that Interconnection Queue Position to any entity, or utilize the Interconnection Queue Position for the benefit of any power purchase and sale agreement other than the Agreement, in each case, without Buyer’s prior written consent. (e) Subject to Section 1.113.3, Seller shall take all actions necessary for the Project Facility to qualify and be certified by the CEC as an ERR; and (vi) Subject to Section 1.11, Seller shall take all actions necessary ERR and for the Product delivered to SCE Buyer to qualify under the requirements of the California Renewables Portfolio StandardRPS. (bf) SellerSeller shall take, andor cause to be taken, if applicable, its successors, represents and warrants that throughout all necessary steps to allow the Delivery Term of this Agreement that:Renewable Energy Credits transferred to Buyer to be tracked in WREGIS prior to the first delivery under the Agreement; (ig) The Project Subject to Section 3.3, the Facility qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) The ProjectERR and the Facility’s output delivered to Buyer qualifies under the requirements of California RPS and as amended in the California Renewables Portfolio Standard. To the extent future due to a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.Applicable Law; (ch) Seller andSubject to Section 3.3, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, RPS and as may be modified by subsequent decision of amended in the California Public Utilities Commission or by subsequent legislation. To the extent future due to a change in law occurs after execution of this Agreement that causes this representation Applicable Law; and (i) Seller shall hold the rights to all Environmental Attributes and warranty to be materially false or misleadingCapacity Attributes including Resource Adequacy Benefits, it shall not be an Event of Default if which Seller has used commercially reasonable efforts conveyed and has committed to comply with such change in law. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.11. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred convey to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contracthereunder. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE Anaheim that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) Seller shall deliver to SCE Anaheim the Product free and clear of all liens, security interests, claims claims, and encumbrances or any interest therein or thereto by any person; (iii) Seller has the right to sell all rights, title, and interest in the Product, including any of its Green Attributes, to Anaheim throughout the Term, and, except as set forth herein, (iv) Seller shall not sell the Product to any other person or entity. (v) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE Anaheim hereunder; (ivvi) Seller shall obtain, maintain maintain, and remain in compliance with all Permits, interconnection agreements agreements, and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (vvii) Subject to Section 1.11Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and; (viviii) Subject to Section 1.111.12, Seller shall take all necessary steps, including making or supporting timely filings with the CEC, to obtain and maintain CEC Certification and CEC Verification throughout the Delivery Term. (ix) Subject to Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Product delivered to SCE Anaheim to qualify under the requirements of the California Renewables Portfolio StandardStandard and to meet the criteria set forth in California Public Utilities Code Section 399.16(b)(1). (x) Seller shall at all times operate the Generating Facility in full compliance with all applicable local, state, and federal laws, rules, and regulations, including without limitation those related to Cal/OSHA, Fed/OSHA, and environmental compliance. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) ERR as such term is defined in Public Utilities Code Section 399.12 or 399.12, and the Project’s output delivered to Anaheim meets the criteria set forth in PUC Section 399.16399.16 (b)(1); and (ii) The Project’s output delivered to Buyer Anaheim qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawApplicable Laws. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer Anaheim conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislationRPS Legislation. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawgoverned by Section 1.12. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.111.12. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer Anaheim to be tracked in the Western Renewable Energy Generation Information System (WREGIS) will be taken prior to the first delivery under the contractAgreement. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) 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 person; (iii) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder; (iv) Seller shall obtain, maintain and remain in compliance with all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (v) Subject to Section 1.113.19, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and (vi) Subject to Section 1.113.19, Seller shall take all actions necessary for the Product delivered to SCE to qualify under the requirements of the California Renewables Portfolio Standard. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) The Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (d) The term “commercially reasonable efforts” as used in this Section 10.02(b) 10.02 shall not require Seller to incur out of pocket expenses in excess of the Compliance Expenditure Cap in any year in order to obtain and Section 10.02(c) means efforts consistent with maintain CEC Certification and subject to Section 1.11Verification under the then-current Applicable Law. (ed) In addition, Seller represents, warrants that all necessary steps and covenants to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior SCE that, with respect to the first delivery under the contract. (f) Generating Facility, Seller hereby represents does not intend to and warrants thatshall not apply for, as receive or utilize production incentives or supplemental energy payments pursuant to Sections 25742 or 25743 of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the SitePublic Resources Code.

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE Anaheim that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) Seller shall deliver to SCE Anaheim the Product free and clear of all liens, security interests, claims claims, and encumbrances or any interest therein or thereto by any person; Table of Contents (iii) Seller has the right to sell all rights, title, and interest in the Product, including any of its Green Attributes, to Anaheim throughout the Term, and, except as set forth herein; (iiiiv) Seller shall not sell the Product to any other person or entity; (v) Seller shall hold the rights to all Green AttributesAttributes and, if applicable, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE Anaheim hereunder; (ivvi) Seller shall obtain, maintain maintain, and remain in compliance with all Permits, interconnection agreements agreements, and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (vvii) Subject to Section 1.11Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; (viii) Subject to Section 1.12, Seller shall take all necessary steps, including making or supporting timely filings with the CEC, to obtain and maintain CEC Certification and CEC Verification throughout the Delivery Term; and (viix) Subject to Section 1.11Sections 1.12, 3.03 and 3.20, Seller shall take all actions necessary for the Product delivered to SCE Anaheim to qualify under the requirements of the California Renewables Portfolio StandardStandard and to meet the criteria set forth in California Public Utilities Code Section 399.16(b)(1). (x) Seller shall at all times operate the Generating Facility in full compliance with all applicable local, state, and federal laws, rules, and regulations, including without limitation those related to Cal/OSHA, Fed/OSHA, and environmental compliance. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) ERR as such term is defined in California Public Utilities Code Section 399.12 or 399.12, and the Project’s output delivered to Anaheim meets the criteria set forth in PUC Section 399.16399.16 (b)(1); and (ii) The Project’s output delivered to Buyer Anaheim qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.Applicable Laws. Table of Contents (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer Anaheim conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislationRPS Legislation. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, ; it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawgoverned by Section 1.12. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.111.12. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer Anaheim to be tracked in the Western Renewable Energy Generation Information System (WREGIS) will be taken prior to the first delivery under the contractAgreement. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. ‌ (a) Seller hereby covenants to SCE that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) 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 person; (iii) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder; (iv) Seller shall obtain, maintain and remain in compliance with all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point;Point;‌ (v) Subject to Section 1.11, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and (vi) Subject to Section 1.11, Seller shall take all actions necessary for the Product delivered to SCE to qualify under the requirements of the California Renewables Portfolio Standard.Standard.‌ (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) The Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.11. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. ‌ (a) Seller hereby covenants to SCE that throughout the Delivery Term: (i) Seller shall own and Operate the Generating Facility; (ii) 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 person; (iii) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder; (iv) Seller shall obtain, maintain and remain in compliance with all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (v) Subject to Section 1.11, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; andand‌ (vi) Subject to Section 1.11, Seller shall take all actions necessary for the Product delivered to SCE to qualify under the requirements of the California Renewables Portfolio Standard. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) The Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.11. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE Anaheim that throughout the Delivery Term: (i) Seller shall own and fully own, or shall have the exclusive rights to sell the output of, the Generating Facility. Notwithstanding the foregoing, Seller may maintain a partial ownership in the Generating Facility; provided that, this ownership interest (i) shall not cause an Event of Default or otherwise prevent Seller from fulfilling its obligations herein; (ii) shall not be grounds for the change of law relief set forth in Section 1.06 herein. Seller shall not allow a change of ownership of Generating Facility without Anaheim's prior written consent, which consent shall not be unreasonably withheld or delayed; (ii) Seller shall Operate the Generating Facility; (iiiii) Seller has the sole and exclusive right to sell all rights, title, and interest in the Product, including any of its Green Attributes, to Anaheim throughout the Term, and, except as set forth herein, Seller shall not sell the Product to any other person or entity; (iv) Seller shall deliver to SCE Anaheim the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person; (iii) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder; (ivv) Seller shall obtain, maintain and remain in compliance with all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy Product from the Generating Facility to the Delivery Point; (vvi) Subject to Section 1.11Sections 1.06, 3.02, and 3.17, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and; (vivii) Subject to Section 1.111.06, Seller shall take all necessary steps, including making or supporting timely filings with the CEC, to obtain and maintain CEC Certification and CEC Verification throughout the Term; (viii) Subject to Sections 1.06, 3.02, and 3.17, Seller shall take all actions necessary for the Product delivered to SCE Anaheim to qualify under the requirements of the RPS Law and to meet the criteria set forth in California Renewables Portfolio StandardPublic Utilities Code Section 399.16(b)(1) ; and (ix) Seller shall at all times operate the Generating Facility in full compliance with all applicable local, state, and federal laws, rules, and regulations, including without limitation those related to Cal/OSHA, Fed/OSHA, and environmental compliance. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement thatAgreement: (i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined , and the Project’s output delivered to Anaheim meets the criteria set forth in California Public Utilities Code Section 399.12 or Section 399.16399.16 (b)(1); and (ii) The Project’s output delivered to Buyer Anaheim qualifies under the requirements of the California Renewables Portfolio StandardRPS Law. To the extent a change in law Applicable Laws occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawApplicable Laws. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits RECs transferred to Buyer Anaheim conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislationRPS Law. To the extent a change in law occurs Applicable Laws occur after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in lawgoverned by Section 1.06. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.111.06. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer Anaheim to be tracked in the Western Renewable Energy Generation Information System WREGIS, or its successor, will be taken prior to the first delivery under the contractAgreement. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.

Additional Seller Representations, Warranties and Covenants. (a) Seller hereby represents, warrants and covenants to SCE that throughout the Delivery Term: (i) Other than a Sale-Leaseback Transaction that occurs no later than three (3) months after the Initial Operation Date, Seller shall own and Operate the Generating Facility; (ii) 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 person; (iii) Seller shall hold ensure that the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Benefits that Seller has conveyed and has committed to convey to SCE hereunderhereunder are conveyed; (iv) Seller shall obtainhave, maintain and remain in compliance with all Permits necessary to construct and Operate the Generating Facility and to perform its obligations hereunder; and (v) Seller shall have CEC Certification and Verification and all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; (v) Subject to Section 1.11, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and (vi) Subject to Section 1.11, Seller shall take all actions necessary for the Product delivered to SCE to qualify under the requirements of the California Renewables Portfolio Standard. (b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: : (i) The the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in California Public Utilities Code Section 399.12 or Section 399.16; and and (ii) The the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used “commercially reasonable efforts efforts” to comply with such change in law. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (d) The term “commercially reasonable efforts” as used in Section 10.02(b) and Section 10.02(c) means efforts consistent with and subject to Section 1.11. (e) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (f) Seller hereby represents and warrants that, as of the Effective Date, it has no knowledge of any plans by SCE or another Transmission Provider to seek to construct a transmission or distribution line through or on the Site.