Common use of Allocation of CAISO Payments and Costs Clause in Contracts

Allocation of CAISO Payments and Costs. Provider shall retain any revenues it may receive from, and shall pay all costs charged by, the CAISO or any other third party with respect to any Capacity Attributes, the Showing Quantity, or the Project. In order to verify the accuracy of any such Provider revenues, CPE has the right to perform an audit in accordance with Section Sixteen.5. To the extent that the Project is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments of the CAISO Tariff, the Parties agree that any Availability Incentive Payments are for the benefit of Provider and for Provider’s account and that any Non-Availability Charges are the responsibility of Provider and for Provider’s account, including, without limitation, any charges resulting from Provider’s failure to perform any of the Showing Commitment Actions in accordance with this Agreement. CPE shall be entitled to receive and retain all revenues associated with the Showing Quantity during the Shown Term (“CPE Revenues”), including any capacity or availability revenues from CPM, including through a competitive solicitation process, and Residual Unit Commitment (RUC) Availability Payments. Provider shall be entitled to receive and retain all revenues for CPM that do not constitute the CPE Revenues. Billing and Payment . On or before the fifteenth (15th) calendar day following each Contract Month of the Shown Term: Provider shall invoice CPE, in arrears, for all amounts due from CPE to Provider under this Agreement, including, as applicable: the Monthly Payment, and other compensatory adjustments required by this Agreement; and if applicable, CPE shall invoice Provider, in arrears, for any amounts due from Provider to CPE under this Agreement. Netting . If each Party is required to pay the other an amount in the same month pursuant to this Agreement, then the Party owing the greater aggregate amount will pay to the other Party the difference between the amounts owed. CPE is expressly authorized to set off from any of its payments hereunder an amount owed by Provider to CPE in accordance with this Agreement. Payment . Payment of all undisputed amounts owed shall be due by the later of the twenty-fifth (25th) day of the month or ten (10) calendar days after receipt of invoice (“Monthly Payment Date”). If the Monthly Payment Date is not a Business Day, then such invoice or payment shall be provided on the next following Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any undisputed amounts not paid by the Monthly Payment Date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the Monthly Payment Date to but excluding the date the delinquent amount is paid in full. Disputes and Adjustments of Invoices . In the event an invoice or portion thereof or any other claim or adjustments arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible in accordance with the provisions of Article Fourteen (Dispute Resolution). Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) calendar days of such resolution along with interest accrued at the Interest Rate from and including the due date, but excluding the date on which the payment is made. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent invoices, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is Notified in accordance with this Section Four.7 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance giving rise to the payment obligation occurred (or in the case of amounts based on CAISO invoices within twelve (12) months after the close of the month during which such invoice or revised invoice giving rise to the payment obligation was rendered), the right to payment for such performance is waived. ADDITIONAL COVENANTS Provider Covenants . Throughout the Shown Term, Provider shall at no cost to CPE: comply, and cause the Project’s owner, operator and Scheduling Coordinator (with respect to the performance of the Showing Commitment Actions) to comply, with all applicable Laws, Governmental Approvals, requirements of the Participating Transmission Owner, Utility Distribution Company, CAISO (including CAISO Tariff), CARB, FERC, NERC and WECC; obtain and maintain all Governmental Approvals necessary for it to legally perform its obligations under this Agreement; and take all other reasonable actions, including promptly providing information or documents or executing all documents or instruments, complying with all applicable reporting and filing requirements of CAISO and all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that CPE has the exclusive use of the Local RA Attributes forming part of Showing Quantity for each Showing Year and each Showing Month of the Shown Term, including enabling the CPE to apply the Showing Quantity towards the CPE’s Compliance Obligations at all times during the Shown Term and to comply with the requirements of any Governmental Authority with respect to CPE’s Compliance Obligations. Nothing hereunder shall cause CPE to assume any liability or obligation with respect to Provider’s compliance obligations under applicable Law, including any Law applicable to the operation of the Project. Additional Covenants . Throughout the Shown Term: If CPE is required under applicable Law to obtain any certification or registration with respect to the Showing Quantity, upon request from CPE, Provider shall use commercially reasonable efforts to ensure that CPE is able to secure such certification. Upon request from CPE, Provider shall cooperate with CPE in taking actions required to be taken by CPE with regard to CPE’s use of the Showing Quantity. Throughout the Shown Term, Xxxxxxxx agrees, upon CPE’s request, to provide, or cause the Project’s Scheduling Coordinator to provide, information, including meter data and any operational information related to bidding the Project into the wholesale energy market, to CPE in its capacity as a Central Procurement Entity. Such information shall be treated by CPE as Confidential Information. Provider shall provide any applicable data to CPE in a format and to a platform specified by CPE that is reasonably acceptable to Provider within five (5) Business Days of CPE’s request. Provider shall, and shall cause the Project Owner to, comply with, and to operate, and maintain the Project, deliver the Capacity Attributes and conduct all Work or cause all Work to be conducted in accordance with, the Safety Requirements. Provider shall, and shall cause the Project Owner to, take all actions to comply with the Safety Requirements. Throughout the Shown Term, CPE shall have the right to request Provider demonstrate its compliance with the Safety Requirements to CPE’s reasonable satisfaction within thirty (30) days of CPE’s Notice to Provider. Provider is responsible for, as applicable, scheduling or causing the applicable Project’s Scheduling Coordinator to schedule with, or make available to, the CAISO the Showing Quantity delivered to CPE for each day during the Shown Term in compliance with the CAISO Tariff, and performing all, or causing the Project’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the CAISO Tariff that are associated with the commitment of the Showing Quantity hereunder. The CPE is not liable for the failure of Provider or the failure of any Project’s Scheduling Coordinator, owner, or operator to comply with such CAISO Tariff provisions or any penalties or fines imposed on Provider or the Project’s Scheduling Coordinator, owner, or operator for such noncompliance. Provider shall not offer, and shall ensure that the Project’s Scheduling Coordinator does not offer, any portion of the Showing Quantity for any day in any Showing Month of the Shown Term to the CAISO as CPM Capacity. However, if the CAISO designates any portion of the Showing Quantity as CPM Capacity, then Provider shall promptly notify CPE, or shall cause the Project’s Scheduling Coordinator to promptly notify CPE, within one (1) Business Day of the date Provider receives notification from the CAISO. If the CAISO makes such a designation, Provider shall not accept, and shall ensure that the Project’s Scheduling Coordinator does not accept, any such designation by the CAISO unless and until CPE has agreed to accept such designation. Provider shall, upon request, furnish CPE, CAISO, CPUC or other applicable Governmental Authority a written representation and warranty that it is in compliance with the requirements set forth in this Section Five.2(f). Provider shall (i) maintain the Provider Supply Agreement in full force and effect, not breach or be in default thereunder in any material respect, and not amend, modify, supplement or otherwise vary the Provider Supply Agreement, or consent to any of the foregoing, if such amendment, modification, supplement or other variance results, or is reasonably likely to result, in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity, in each case in accordance with this Agreement (“Material Amendment”) and (ii) Notify CPE promptly (and in no event later than two (2) Business Days after such event) of the termination or default under the Provider Supply Agreement or such Material Amendment. The Showing Quantity shall be free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person. Provider will take no action or permit any Person (other than CPE) to take any action that would impair in any way CPE’s ability to rely on the Project in order to satisfy its Compliance Obligations. Provider shall cause the Project to be operated during the Shown Term in accordance with the Safety Requirements. Provider shall maintain, and shall cause the Project Owner and operator to maintain, all Governmental Approvals necessary for Provider and Project Owner to be able to perform their respective obligations under the Provider Supply Agreement. Provider shall provide Showing Quantity that counts towards CPE’s local resource adequacy central procurement requirement established by the CPUC Decision, including without limitation, the Local RA Central Procurement Decision. To the extent a change in Law occurs after execution of this Agreement that causes Provider to fail to perform this covenant, it shall not be an event of default if Provider has used commercially reasonable efforts to comply with such change in Law. Provider shall comply with the Project specific requirements set forth in Appendix E. Provider shall, or shall cause the Project Owner to, maintain a complete and accurate log of all material operations on a daily basis. Such log will include, but not be limited to, information on availability, maintenance performed, outages, project modifications, electrical characteristics of the Project, any Project specific requirements set forth in Appendix E and similar information relating to the availability, testing and operation of the Project. Provider shall provide, or cause the Project Owner to provide, this information electronically to Provider within ten (10) Business Days of CPE’s written request. At the request of CPE, the CPUC, the staff of the CPUC, or any Governmental Authority, Provider shall provide all records, or cause the Project Owner to provide all records, demonstrating that the Project is operated and maintained in accordance with Prudent Electrical Practices and applicable Laws, including CPUC General Order 167. REPRESENTATIONS AND WARRANTIES

Allocation of CAISO Payments and Costs. Provider Except as provided in this Article Six, Seller shall retain any revenues it may receive from, and shall pay all costs charged by, the CAISO or any other third party with respect to the Product or Project. Buyer shall be entitled to receive and retain all revenues associated with the Product during the Delivery Term (“Buyer Revenues”), including any Capacity Attributescapacity or availability revenues from CPM, the Showing Quantityincluding through a competitive solicitation process, and Residual Unit Commitment (RUC) Availability Payments. Seller shall be entitled to receive and retain all revenues for CPM that do not constitute Buyer Revenues. All such Buyer Revenues received by Seller[, Project Company] or the Project’s SC (and if Behind the Meter Project, any Customer, Unit owner or operator) shall be remitted to Buyer, and Seller shall be responsible for paying for such revenues to Buyer if [Project Company or] the Project’s SC (and if Behind the Meter Project, any Customer, Unit owner or operator) fails to remit those revenues to Buyer. In order to verify the accuracy of Buyer Revenues submitted by Seller or the Project’s SC, Buyer shall have the right, at its sole expense and during normal working hours after reasonable prior Notice, to hire an independent third party reasonably acceptable to Seller to audit any such Provider revenuesdocuments, CPE has records or data of Seller[, or if required, of Project Company (and Seller shall cause Project Company to reasonably cooperate with Buyer and its independent auditor),] associated with the right to perform an audit in accordance with Section Sixteen.5Product. To the extent that the Project is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments of the CAISO Tariff, the Parties agree that any Availability Incentive Payments are for the benefit of Provider Seller and for ProviderSeller’s account and that any Non-Availability Charges are the responsibility of Provider Seller and for ProviderSeller’s account, including, without limitation, any charges resulting from ProviderSeller’s failure to perform deliver any of the Showing Commitment Actions in accordance with this AgreementCapacity Attributes. CPE shall be entitled to receive and retain all revenues associated with the Showing Quantity during the Shown Term (“CPE Revenues”), including any capacity or availability revenues from CPM, including through a competitive solicitation process, and Residual Unit Commitment (RUC) Availability Payments. Provider shall be entitled to receive and retain all revenues for CPM that do not constitute the CPE Revenues. Billing and Payment . On or before the fifteenth (15th) calendar day following each Contract Month of the Shown Term: Provider shall invoice CPE, in arrears, for all amounts due from CPE to Provider under this Agreement, including, as applicable: the Monthly Payment, and other compensatory adjustments required by this AgreementEVENTS OF DEFAULT; and if applicable, CPE shall invoice Provider, in arrears, for any amounts due from Provider to CPE under this Agreement. Netting . If each Party is required to pay the other an amount in the same month pursuant to this Agreement, then the Party owing the greater aggregate amount will pay to the other Party the difference between the amounts owed. CPE is expressly authorized to set off from any of its payments hereunder an amount owed by Provider to CPE in accordance with this Agreement. Payment . Payment of all undisputed amounts owed shall be due by the later of the twenty-fifth (25th) day of the month or ten (10) calendar days after receipt of invoice (“Monthly Payment Date”). If the Monthly Payment Date is not a Business Day, then such invoice or payment shall be provided on the next following Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any undisputed amounts not paid by the Monthly Payment Date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the Monthly Payment Date to but excluding the date the delinquent amount is paid in full. Disputes and Adjustments of Invoices . In the event an invoice or portion thereof or any other claim or adjustments arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible in accordance with the provisions of Article Fourteen (Dispute Resolution). Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) calendar days of such resolution along with interest accrued at the Interest Rate from and including the due date, but excluding the date on which the payment is made. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent invoices, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is Notified in accordance with this Section Four.7 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance giving rise to the payment obligation occurred (or in the case of amounts based on CAISO invoices within twelve (12) months after the close of the month during which such invoice or revised invoice giving rise to the payment obligation was rendered), the right to payment for such performance is waived. ADDITIONAL COVENANTS Provider Covenants . Throughout the Shown Term, Provider shall at no cost to CPE: comply, and cause the Project’s owner, operator and Scheduling Coordinator (with respect to the performance of the Showing Commitment Actions) to comply, with all applicable Laws, Governmental Approvals, requirements of the Participating Transmission Owner, Utility Distribution Company, CAISO (including CAISO Tariff), CARB, FERC, NERC and WECC; obtain and maintain all Governmental Approvals necessary for it to legally perform its obligations under this Agreement; and take all other reasonable actions, including promptly providing information or documents or executing all documents or instruments, complying with all applicable reporting and filing requirements of CAISO and all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that CPE has the exclusive use of the Local RA Attributes forming part of Showing Quantity for each Showing Year and each Showing Month of the Shown Term, including enabling the CPE to apply the Showing Quantity towards the CPE’s Compliance Obligations at all times during the Shown Term and to comply with the requirements of any Governmental Authority with respect to CPE’s Compliance Obligations. Nothing hereunder shall cause CPE to assume any liability or obligation with respect to Provider’s compliance obligations under applicable Law, including any Law applicable to the operation of the Project. Additional Covenants . Throughout the Shown Term: If CPE is required under applicable Law to obtain any certification or registration with respect to the Showing Quantity, upon request from CPE, Provider shall use commercially reasonable efforts to ensure that CPE is able to secure such certification. Upon request from CPE, Provider shall cooperate with CPE in taking actions required to be taken by CPE with regard to CPE’s use of the Showing Quantity. Throughout the Shown Term, Xxxxxxxx agrees, upon CPE’s request, to provide, or cause the Project’s Scheduling Coordinator to provide, information, including meter data and any operational information related to bidding the Project into the wholesale energy market, to CPE in its capacity as a Central Procurement Entity. Such information shall be treated by CPE as Confidential Information. Provider shall provide any applicable data to CPE in a format and to a platform specified by CPE that is reasonably acceptable to Provider within five (5) Business Days of CPE’s request. Provider shall, and shall cause the Project Owner to, comply with, and to operate, and maintain the Project, deliver the Capacity Attributes and conduct all Work or cause all Work to be conducted in accordance with, the Safety Requirements. Provider shall, and shall cause the Project Owner to, take all actions to comply with the Safety Requirements. Throughout the Shown Term, CPE shall have the right to request Provider demonstrate its compliance with the Safety Requirements to CPE’s reasonable satisfaction within thirty (30) days of CPE’s Notice to Provider. Provider is responsible for, as applicable, scheduling or causing the applicable Project’s Scheduling Coordinator to schedule with, or make available to, the CAISO the Showing Quantity delivered to CPE for each day during the Shown Term in compliance with the CAISO Tariff, and performing all, or causing the Project’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the CAISO Tariff that are associated with the commitment of the Showing Quantity hereunder. The CPE is not liable for the failure of Provider or the failure of any Project’s Scheduling Coordinator, owner, or operator to comply with such CAISO Tariff provisions or any penalties or fines imposed on Provider or the Project’s Scheduling Coordinator, owner, or operator for such noncompliance. Provider shall not offer, and shall ensure that the Project’s Scheduling Coordinator does not offer, any portion of the Showing Quantity for any day in any Showing Month of the Shown Term to the CAISO as CPM Capacity. However, if the CAISO designates any portion of the Showing Quantity as CPM Capacity, then Provider shall promptly notify CPE, or shall cause the Project’s Scheduling Coordinator to promptly notify CPE, within one (1) Business Day of the date Provider receives notification from the CAISO. If the CAISO makes such a designation, Provider shall not accept, and shall ensure that the Project’s Scheduling Coordinator does not accept, any such designation by the CAISO unless and until CPE has agreed to accept such designation. Provider shall, upon request, furnish CPE, CAISO, CPUC or other applicable Governmental Authority a written representation and warranty that it is in compliance with the requirements set forth in this Section Five.2(f). Provider shall (i) maintain the Provider Supply Agreement in full force and effect, not breach or be in default thereunder in any material respect, and not amend, modify, supplement or otherwise vary the Provider Supply Agreement, or consent to any of the foregoing, if such amendment, modification, supplement or other variance results, or is reasonably likely to result, in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity, in each case in accordance with this Agreement (“Material Amendment”) and (ii) Notify CPE promptly (and in no event later than two (2) Business Days after such event) of the termination or default under the Provider Supply Agreement or such Material Amendment. The Showing Quantity shall be free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person. Provider will take no action or permit any Person (other than CPE) to take any action that would impair in any way CPE’s ability to rely on the Project in order to satisfy its Compliance Obligations. Provider shall cause the Project to be operated during the Shown Term in accordance with the Safety Requirements. Provider shall maintain, and shall cause the Project Owner and operator to maintain, all Governmental Approvals necessary for Provider and Project Owner to be able to perform their respective obligations under the Provider Supply Agreement. Provider shall provide Showing Quantity that counts towards CPE’s local resource adequacy central procurement requirement established by the CPUC Decision, including without limitation, the Local RA Central Procurement Decision. To the extent a change in Law occurs after execution of this Agreement that causes Provider to fail to perform this covenant, it shall not be an event of default if Provider has used commercially reasonable efforts to comply with such change in Law. Provider shall comply with the Project specific requirements set forth in Appendix E. Provider shall, or shall cause the Project Owner to, maintain a complete and accurate log of all material operations on a daily basis. Such log will include, but not be limited to, information on availability, maintenance performed, outages, project modifications, electrical characteristics of the Project, any Project specific requirements set forth in Appendix E and similar information relating to the availability, testing and operation of the Project. Provider shall provide, or cause the Project Owner to provide, this information electronically to Provider within ten (10) Business Days of CPE’s written request. At the request of CPE, the CPUC, the staff of the CPUC, or any Governmental Authority, Provider shall provide all records, or cause the Project Owner to provide all records, demonstrating that the Project is operated and maintained in accordance with Prudent Electrical Practices and applicable Laws, including CPUC General Order 167. REPRESENTATIONS AND WARRANTIESREMEDIES

Allocation of CAISO Payments and Costs. Provider (a) Except as provided in this Article Six, Seller shall retain any revenues it may receive from, from and shall pay all costs charged by, the CAISO or any other third party with respect to any Capacity Attributes, the Showing Quantity, Product or the Project. In order to verify the accuracy of any such Provider revenues, CPE has the right to perform an audit in accordance with Section Sixteen.5. To the extent that the Project is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments of the CAISO Tariff, the Parties agree that any Availability Incentive Payments are for the benefit of Provider and for Provider’s account and that any Non-Availability Charges are the responsibility of Provider and for Provider’s account, including, without limitation, any charges resulting from Provider’s failure to perform any of the Showing Commitment Actions in accordance with this Agreement. CPE . (b) Buyer shall be entitled to receive and retain all revenues associated with the Showing Quantity Product at the Contract Quantities during the Shown Delivery Term (“CPE Buyer Revenues”), including any capacity or availability revenues from CPM, including through a competitive solicitation process, and Residual Unit Commitment (RUC) Availability Incentive Payments. Provider Buyer Revenues from the CPM shall be pro-rated by the following calculation: the ratio of (i) the amount of RA Attributes listed in the Contract Quantities to (ii) the Project NQC. Seller shall be entitled to receive and retain all revenues for CPM that do not constitute the CPE Revenues. Billing and Payment . On or before the fifteenth (15th) calendar day following each Contract Month in excess of the Shown Term: Provider Buyer Revenues. (c) All such Buyer Revenues received by Seller or SC shall invoice CPE, in arrears, for all amounts due from CPE be remitted to Provider under this Agreement, including, as applicable: the Monthly PaymentBuyer, and other compensatory adjustments required by this Agreement; and if applicable, CPE shall invoice Provider, in arrears, for any amounts due from Provider to CPE under this Agreement. Netting . If each Party is required to pay the other an amount in the same month pursuant to this Agreement, then the Party owing the greater aggregate amount will pay to the other Party the difference between the amounts owed. CPE is expressly authorized to set off from any of its payments hereunder an amount owed by Provider to CPE in accordance with this Agreement. Payment . Payment of all undisputed amounts owed Seller shall be due responsible for paying for such revenues to Buyer if a SC fails to remit those revenues to Buyer. In order to verify the accuracy of Buyer Revenues submitted by Seller or its SC, Buyer shall have the later of the twenty-fifth (25th) day of the month or ten (10) calendar days right, at its sole expense and during normal working hours after receipt of invoice (“Monthly Payment Date”). If the Monthly Payment Date is not a Business Day, then such invoice or payment shall be provided on the next following Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s)reasonable prior Notice, to the account designated by the other Party. Any undisputed amounts not paid by the Monthly Payment Date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the Monthly Payment Date to but excluding the date the delinquent amount is paid in full. Disputes and Adjustments of Invoices . In the event hire an invoice or portion thereof or any other claim or adjustments arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible in accordance with the provisions of Article Fourteen (Dispute Resolution). Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) calendar days of such resolution along with interest accrued at the Interest Rate from and including the due date, but excluding the date on which the payment is made. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent invoices, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is Notified in accordance with this Section Four.7 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance giving rise to the payment obligation occurred (or in the case of amounts based on CAISO invoices within twelve (12) months after the close of the month during which such invoice or revised invoice giving rise to the payment obligation was rendered), the right to payment for such performance is waived. ADDITIONAL COVENANTS Provider Covenants . Throughout the Shown Term, Provider shall at no cost to CPE: comply, and cause the Project’s owner, operator and Scheduling Coordinator (with respect to the performance of the Showing Commitment Actions) to comply, with all applicable Laws, Governmental Approvals, requirements of the Participating Transmission Owner, Utility Distribution Company, CAISO (including CAISO Tariff), CARB, FERC, NERC and WECC; obtain and maintain all Governmental Approvals necessary for it to legally perform its obligations under this Agreement; and take all other reasonable actions, including promptly providing information or documents or executing all documents or instruments, complying with all applicable reporting and filing requirements of CAISO and all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that CPE has the exclusive use of the Local RA Attributes forming part of Showing Quantity for each Showing Year and each Showing Month of the Shown Term, including enabling the CPE to apply the Showing Quantity towards the CPE’s Compliance Obligations at all times during the Shown Term and to comply with the requirements of any Governmental Authority with respect to CPE’s Compliance Obligations. Nothing hereunder shall cause CPE to assume any liability or obligation with respect to Provider’s compliance obligations under applicable Law, including any Law applicable to the operation of the Project. Additional Covenants . Throughout the Shown Term: If CPE is required under applicable Law to obtain any certification or registration with respect to the Showing Quantity, upon request from CPE, Provider shall use commercially reasonable efforts to ensure that CPE is able to secure such certification. Upon request from CPE, Provider shall cooperate with CPE in taking actions required to be taken by CPE with regard to CPE’s use of the Showing Quantity. Throughout the Shown Term, Xxxxxxxx agrees, upon CPE’s request, to provide, or cause the Project’s Scheduling Coordinator to provide, information, including meter data and any operational information related to bidding the Project into the wholesale energy market, to CPE in its capacity as a Central Procurement Entity. Such information shall be treated by CPE as Confidential Information. Provider shall provide any applicable data to CPE in a format and to a platform specified by CPE that is independent third party reasonably acceptable to Provider within five Seller to audit any documents, records or data of Seller associated with the Product. (5d) Business Days The Project is subject to the terms of CPE’s request. Provider shallthe Availability Standards, Non-Availability Charges, and shall cause the Project Owner to, comply with, and to operate, and maintain the Project, deliver the Capacity Attributes and conduct all Work or cause all Work to be conducted in accordance with, the Safety Requirements. Provider shall, and shall cause the Project Owner to, take all actions to comply with the Safety Requirements. Throughout the Shown Term, CPE shall have the right to request Provider demonstrate its compliance with the Safety Requirements to CPE’s reasonable satisfaction within thirty (30) days Availability Incentive Payments of CPE’s Notice to Provider. Provider is responsible for, as applicable, scheduling or causing the applicable Project’s Scheduling Coordinator to schedule with, or make available to, the CAISO the Showing Quantity delivered to CPE for each day during the Shown Term in compliance with the CAISO Tariff. Furthermore, and performing all, or causing the Project’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the CAISO Tariff Parties agree that any Availability Incentive Payments are associated with the commitment of the Showing Quantity hereunder. The CPE is not liable for the failure benefit of Provider or Seller and for Seller’s account and that any Non-Availability Charges are the failure responsibility of any ProjectSeller and for Seller’s Scheduling Coordinator, owner, or operator to comply with such CAISO Tariff provisions or any penalties or fines imposed on Provider or the Project’s Scheduling Coordinator, owner, or operator for such noncompliance. Provider shall not offer, and shall ensure that the Project’s Scheduling Coordinator does not offer, any portion of the Showing Quantity for any day in any Showing Month of the Shown Term to the CAISO as CPM Capacity. However, if the CAISO designates any portion of the Showing Quantity as CPM Capacity, then Provider shall promptly notify CPE, or shall cause the Project’s Scheduling Coordinator to promptly notify CPE, within one (1) Business Day of the date Provider receives notification from the CAISO. If the CAISO makes such a designation, Provider shall not accept, and shall ensure that the Project’s Scheduling Coordinator does not accept, any such designation by the CAISO unless and until CPE has agreed to accept such designation. Provider shall, upon request, furnish CPE, CAISO, CPUC or other applicable Governmental Authority a written representation and warranty that it is in compliance with the requirements set forth in this Section Five.2(f). Provider shall (i) maintain the Provider Supply Agreement in full force and effect, not breach or be in default thereunder in any material respect, and not amend, modify, supplement or otherwise vary the Provider Supply Agreement, or consent to any of the foregoing, if such amendment, modification, supplement or other variance results, or is reasonably likely to result, in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity, in each case in accordance with this Agreement (“Material Amendment”) and (ii) Notify CPE promptly (and in no event later than two (2) Business Days after such event) of the termination or default under the Provider Supply Agreement or such Material Amendment. The Showing Quantity shall be free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person. Provider will take no action or permit any Person (other than CPE) to take any action that would impair in any way CPE’s ability to rely on the Project in order to satisfy its Compliance Obligations. Provider shall cause the Project to be operated during the Shown Term in accordance with the Safety Requirements. Provider shall maintain, and shall cause the Project Owner and operator to maintain, all Governmental Approvals necessary for Provider and Project Owner to be able to perform their respective obligations under the Provider Supply Agreement. Provider shall provide Showing Quantity that counts towards CPE’s local resource adequacy central procurement requirement established by the CPUC Decision, including without limitation, the Local RA Central Procurement Decision. To the extent a change in Law occurs after execution of this Agreement that causes Provider to fail to perform this covenant, it shall not be an event of default if Provider has used commercially reasonable efforts to comply with such change in Law. Provider shall comply with the Project specific requirements set forth in Appendix E. Provider shall, or shall cause the Project Owner to, maintain a complete and accurate log of all material operations on a daily basis. Such log will include, but not be limited to, information on availability, maintenance performed, outages, project modifications, electrical characteristics of the Project, any Project specific requirements set forth in Appendix E and similar information relating to the availability, testing and operation of the Project. Provider shall provide, or cause the Project Owner to provide, this information electronically to Provider within ten (10) Business Days of CPE’s written request. At the request of CPE, the CPUC, the staff of the CPUC, or any Governmental Authority, Provider shall provide all records, or cause the Project Owner to provide all records, demonstrating that the Project is operated and maintained in accordance with Prudent Electrical Practices and applicable Laws, including CPUC General Order 167. REPRESENTATIONS AND WARRANTIESaccount.

Allocation of CAISO Payments and Costs. Provider (a) Except as provided in this Article Six, Seller shall retain any revenues it may receive from, from and shall pay all costs charged by, the CAISO or any other third party with respect to any Capacity Attributes, the Showing Quantity, Product or the Project. In order to verify the accuracy of any such Provider revenues, CPE has the right to perform an audit in accordance with Section Sixteen.5. To the extent that the Project is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments of the CAISO Tariff, the Parties agree that any Availability Incentive Payments are for the benefit of Provider and for Provider’s account and that any Non-Availability Charges are the responsibility of Provider and for Provider’s account, including, without limitation, any charges resulting from Provider’s failure to perform any of the Showing Commitment Actions in accordance with this Agreement. CPE . (b) Buyer shall be entitled to receive and retain all revenues associated with the Showing Quantity Product at the Contract Quantities during the Shown Delivery Term (“CPE Buyer Revenues”), including any capacity or availability revenues from CPM, including through a competitive solicitation process, and Residual Unit Commitment (RUC) Availability Incentive Payments. Provider Buyer Revenues from the CPM shall be pro-rated by the following calculation: the ratio of (i) the amount of RA Attributes listed in the Contract Quantities to (ii) the Project’s NQC. Seller shall be entitled to receive and retain all revenues for CPM that do not constitute the CPE Revenues. Billing and Payment . On or before the fifteenth (15th) calendar day following each Contract Month in excess of the Shown Term: Provider Buyer Revenues. (c) All such Buyer Revenues received by Seller or SC shall invoice CPE, in arrears, for all amounts due from CPE be remitted to Provider under this Agreement, including, as applicable: the Monthly PaymentBuyer, and other compensatory adjustments required by this Agreement; and if applicable, CPE shall invoice Provider, in arrears, for any amounts due from Provider to CPE under this Agreement. Netting . If each Party is required to pay the other an amount in the same month pursuant to this Agreement, then the Party owing the greater aggregate amount will pay to the other Party the difference between the amounts owed. CPE is expressly authorized to set off from any of its payments hereunder an amount owed by Provider to CPE in accordance with this Agreement. Payment . Payment of all undisputed amounts owed Seller shall be due responsible for paying for such revenues to Buyer if a SC fails to remit those revenues to Buyer. In order to verify the accuracy of Buyer Revenues submitted by Seller or its SC, Buyer shall have the later of the twenty-fifth (25th) day of the month or ten (10) calendar days right, at its sole expense and during normal working hours after receipt of invoice (“Monthly Payment Date”). If the Monthly Payment Date is not a Business Day, then such invoice or payment shall be provided on the next following Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s)reasonable prior Notice, to the account designated by the other Party. Any undisputed amounts not paid by the Monthly Payment Date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the Monthly Payment Date to but excluding the date the delinquent amount is paid in full. Disputes and Adjustments of Invoices . In the event hire an invoice or portion thereof or any other claim or adjustments arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible in accordance with the provisions of Article Fourteen (Dispute Resolution). Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) calendar days of such resolution along with interest accrued at the Interest Rate from and including the due date, but excluding the date on which the payment is made. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent invoices, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is Notified in accordance with this Section Four.7 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance giving rise to the payment obligation occurred (or in the case of amounts based on CAISO invoices within twelve (12) months after the close of the month during which such invoice or revised invoice giving rise to the payment obligation was rendered), the right to payment for such performance is waived. ADDITIONAL COVENANTS Provider Covenants . Throughout the Shown Term, Provider shall at no cost to CPE: comply, and cause the Project’s owner, operator and Scheduling Coordinator (with respect to the performance of the Showing Commitment Actions) to comply, with all applicable Laws, Governmental Approvals, requirements of the Participating Transmission Owner, Utility Distribution Company, CAISO (including CAISO Tariff), CARB, FERC, NERC and WECC; obtain and maintain all Governmental Approvals necessary for it to legally perform its obligations under this Agreement; and take all other reasonable actions, including promptly providing information or documents or executing all documents or instruments, complying with all applicable reporting and filing requirements of CAISO and all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that CPE has the exclusive use of the Local RA Attributes forming part of Showing Quantity for each Showing Year and each Showing Month of the Shown Term, including enabling the CPE to apply the Showing Quantity towards the CPE’s Compliance Obligations at all times during the Shown Term and to comply with the requirements of any Governmental Authority with respect to CPE’s Compliance Obligations. Nothing hereunder shall cause CPE to assume any liability or obligation with respect to Provider’s compliance obligations under applicable Law, including any Law applicable to the operation of the Project. Additional Covenants . Throughout the Shown Term: If CPE is required under applicable Law to obtain any certification or registration with respect to the Showing Quantity, upon request from CPE, Provider shall use commercially reasonable efforts to ensure that CPE is able to secure such certification. Upon request from CPE, Provider shall cooperate with CPE in taking actions required to be taken by CPE with regard to CPE’s use of the Showing Quantity. Throughout the Shown Term, Xxxxxxxx agrees, upon CPE’s request, to provide, or cause the Project’s Scheduling Coordinator to provide, information, including meter data and any operational information related to bidding the Project into the wholesale energy market, to CPE in its capacity as a Central Procurement Entity. Such information shall be treated by CPE as Confidential Information. Provider shall provide any applicable data to CPE in a format and to a platform specified by CPE that is independent third party reasonably acceptable to Provider within five Seller to audit any documents, records or data of Seller associated with the Product. (5d) Business Days The Project is subject to the terms of CPE’s request. Provider shallthe Availability Standards, Non-Availability Charges, and shall cause the Project Owner to, comply with, and to operate, and maintain the Project, deliver the Capacity Attributes and conduct all Work or cause all Work to be conducted in accordance with, the Safety Requirements. Provider shall, and shall cause the Project Owner to, take all actions to comply with the Safety Requirements. Throughout the Shown Term, CPE shall have the right to request Provider demonstrate its compliance with the Safety Requirements to CPE’s reasonable satisfaction within thirty (30) days Availability Incentive Payments of CPE’s Notice to Provider. Provider is responsible for, as applicable, scheduling or causing the applicable Project’s Scheduling Coordinator to schedule with, or make available to, the CAISO the Showing Quantity delivered to CPE for each day during the Shown Term in compliance with the CAISO Tariff. Furthermore, and performing all, or causing the Project’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the CAISO Tariff Parties agree that any Availability Incentive Payments are associated with the commitment of the Showing Quantity hereunder. The CPE is not liable for the failure benefit of Provider or Seller and for Seller’s account and that any Non-Availability Charges are the failure responsibility of any ProjectSeller and for Seller’s Scheduling Coordinator, owner, or operator to comply with such CAISO Tariff provisions or any penalties or fines imposed on Provider or the Project’s Scheduling Coordinator, owner, or operator for such noncompliance. Provider shall not offer, and shall ensure that the Project’s Scheduling Coordinator does not offer, any portion of the Showing Quantity for any day in any Showing Month of the Shown Term to the CAISO as CPM Capacity. However, if the CAISO designates any portion of the Showing Quantity as CPM Capacity, then Provider shall promptly notify CPE, or shall cause the Project’s Scheduling Coordinator to promptly notify CPE, within one (1) Business Day of the date Provider receives notification from the CAISO. If the CAISO makes such a designation, Provider shall not accept, and shall ensure that the Project’s Scheduling Coordinator does not accept, any such designation by the CAISO unless and until CPE has agreed to accept such designation. Provider shall, upon request, furnish CPE, CAISO, CPUC or other applicable Governmental Authority a written representation and warranty that it is in compliance with the requirements set forth in this Section Five.2(f). Provider shall (i) maintain the Provider Supply Agreement in full force and effect, not breach or be in default thereunder in any material respect, and not amend, modify, supplement or otherwise vary the Provider Supply Agreement, or consent to any of the foregoing, if such amendment, modification, supplement or other variance results, or is reasonably likely to result, in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity, in each case in accordance with this Agreement (“Material Amendment”) and (ii) Notify CPE promptly (and in no event later than two (2) Business Days after such event) of the termination or default under the Provider Supply Agreement or such Material Amendment. The Showing Quantity shall be free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person. Provider will take no action or permit any Person (other than CPE) to take any action that would impair in any way CPE’s ability to rely on the Project in order to satisfy its Compliance Obligations. Provider shall cause the Project to be operated during the Shown Term in accordance with the Safety Requirements. Provider shall maintain, and shall cause the Project Owner and operator to maintain, all Governmental Approvals necessary for Provider and Project Owner to be able to perform their respective obligations under the Provider Supply Agreement. Provider shall provide Showing Quantity that counts towards CPE’s local resource adequacy central procurement requirement established by the CPUC Decision, including without limitation, the Local RA Central Procurement Decision. To the extent a change in Law occurs after execution of this Agreement that causes Provider to fail to perform this covenant, it shall not be an event of default if Provider has used commercially reasonable efforts to comply with such change in Law. Provider shall comply with the Project specific requirements set forth in Appendix E. Provider shall, or shall cause the Project Owner to, maintain a complete and accurate log of all material operations on a daily basis. Such log will include, but not be limited to, information on availability, maintenance performed, outages, project modifications, electrical characteristics of the Project, any Project specific requirements set forth in Appendix E and similar information relating to the availability, testing and operation of the Project. Provider shall provide, or cause the Project Owner to provide, this information electronically to Provider within ten (10) Business Days of CPE’s written request. At the request of CPE, the CPUC, the staff of the CPUC, or any Governmental Authority, Provider shall provide all records, or cause the Project Owner to provide all records, demonstrating that the Project is operated and maintained in accordance with Prudent Electrical Practices and applicable Laws, including CPUC General Order 167. REPRESENTATIONS AND WARRANTIESaccount.

Allocation of CAISO Payments and Costs. Provider shall retain any revenues it may receive from, and shall pay all costs charged by, the CAISO or any other third party with respect to any Capacity Attributes, the Showing Quantity, or the Project. In order to verify the accuracy of any such Provider revenues, CPE has the right to perform an audit in accordance with Section Sixteen.5. To the extent that the Project is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments of the CAISO Tariff, the Parties agree that any Availability Incentive Payments are for the benefit of Provider and for Provider’s account and that any Non-Availability Charges are the responsibility of Provider and for Provider’s account, including, without limitation, any charges resulting from Provider’s failure to perform any of the Showing Commitment Actions in accordance with this Agreement. CPE shall be entitled to receive and retain all revenues associated with the Showing Quantity during the Shown Term (“CPE Revenues”), including any capacity or availability revenues from CPM, including through a competitive solicitation process, and Residual Unit Commitment (RUC) Availability Payments. Provider shall be entitled to receive and retain all revenues for CPM that do not constitute the CPE Revenues. Billing and Payment . On or before the fifteenth (15th) calendar day following each Contract Month of the Shown Term: Provider shall invoice CPE, in arrears, for all amounts due from CPE to Provider under this Agreement, including, as applicable: the Monthly Payment, and other compensatory adjustments required by this Agreement; and if applicable, CPE shall invoice Provider, in arrears, for any amounts due from Provider to CPE under this Agreement. Netting . If each Party is required to pay the other an amount in the same month pursuant to this Agreement, then the Party owing the greater aggregate amount will pay to the other Party the difference between the amounts owed. CPE is expressly authorized to set off from any of its payments hereunder an amount owed by Provider to CPE in accordance with this Agreement. Payment . Payment of all undisputed amounts owed shall be due by the later of the twenty-fifth (25th) day of the month or ten (10) calendar days after receipt of invoice (“Monthly Payment Date”). If the Monthly Payment Date is not a Business Day, then such invoice or payment shall be provided on the next following Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any undisputed amounts not paid by the Monthly Payment Date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the Monthly Payment Date to but excluding the date the delinquent amount is paid in full. Disputes and Adjustments of Invoices . In the event an invoice or portion thereof or any other claim or adjustments arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible in accordance with the provisions of Article Fourteen (Dispute Resolution). Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) calendar days of such resolution along with interest accrued at the Interest Rate from and including the due date, but excluding the date on which the payment is made. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent invoices, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is Notified in accordance with this Section Four.7 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance giving rise to the payment obligation occurred (or in the case of amounts based on CAISO invoices within twelve (12) months after the close of the month during which such invoice or revised invoice giving rise to the payment obligation was rendered), the right to payment for such performance is waived. ADDITIONAL COVENANTS Provider Covenants . Throughout the Shown Term, Provider shall at no cost to CPE: comply, and cause the Project’s owner, operator and Scheduling Coordinator (with respect to the performance of the Showing Commitment Actions) to comply, with all applicable Laws, Governmental Approvals, requirements of the Participating Transmission Owner, Utility Distribution Company, CAISO (including CAISO Tariff), CPUC (including CPUC Filing Guide), CARB, FERC, NERC and WECC; obtain and maintain all Governmental Approvals necessary for it to legally perform its obligations under this Agreement; and take all other reasonable actions, including promptly providing information or documents or executing all documents or instruments, complying with all applicable reporting and filing requirements of CAISO CAISO, CPUC (including the CPUC Filing Guide) and all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that CPE has the exclusive use of the Local RA Attributes forming part of Showing Quantity for each Showing Year and each Showing Month of the Shown Term, including enabling the CPE to apply the Showing Quantity towards the CPE’s Compliance Obligations at all times during the Shown Term and to comply with the requirements of any Governmental Authority with respect to CPE’s Compliance Obligations. Nothing hereunder shall cause CPE to assume any liability or obligation with respect to Provider’s compliance obligations under applicable Law, including any Law applicable to the operation of the Project. Additional Covenants . Throughout the Shown Term: If CPE is required under applicable Law to obtain any certification or registration with respect to the Showing Quantity, upon request from CPE, Provider shall use commercially reasonable efforts to ensure that CPE is able to secure such certification. Upon request from CPE, Provider shall cooperate with CPE in taking actions required to be taken by CPE with regard to CPE’s use of the Showing Quantity. Throughout the Shown Term, Xxxxxxxx agrees, upon CPE’s request, to provide, or cause the Project’s Scheduling Coordinator to provide, information, including meter data and any operational information related to bidding the Project into the wholesale energy market, to CPE in its capacity as a Central Procurement Entity. Such information shall be treated by CPE as Confidential Information. Provider shall provide any applicable data to CPE in a format and to a platform specified by CPE that is reasonably acceptable to Provider within five (5) Business Days of CPE’s requestrequest therefor. Provider shall, and shall cause the Project Owner to, comply with, and to operate, and maintain the Project, deliver provide the Capacity Attributes and conduct all Work or cause all Work to be conducted in accordance with, the Safety Requirements. Provider shall, and shall cause the Project Owner to, take all actions to comply with the Safety Requirements. Throughout the Shown Term, CPE shall have the right to request Provider demonstrate its compliance with the Safety Requirements to CPE’s reasonable satisfaction within thirty (30) days of CPE’s Notice to Provider. Provider is responsible for, as applicable, scheduling or causing the applicable Project’s Scheduling Coordinator to schedule with, or make available to, the CAISO the Showing Quantity delivered to committed on behalf of CPE for each day during the Shown Term in compliance with the CAISO Tariff, and performing all, or causing the Project’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the CAISO Tariff that are associated with the commitment of the Showing Quantity hereunder. The CPE is not liable for the failure of Provider or the failure of any Project’s Scheduling Coordinator, owner, or operator to comply with such CAISO Tariff provisions or any penalties or fines imposed on Provider or the Project’s Scheduling Coordinator, owner, or operator for such noncompliance. Provider shall not offer, and shall ensure that the Project’s Scheduling Coordinator does not offer, any portion of the Showing Quantity for any day in any Showing Month of the Shown Term to the CAISO as CPM Capacity. However, if the CAISO designates any portion of the Showing Quantity as CPM Capacity, then Provider shall promptly notify CPE, or shall cause the Project’s Scheduling Coordinator to promptly notify CPE, within one (1) Business Day of the date Provider receives notification from the CAISO. If the CAISO makes such a designation, Provider shall not accept, and shall ensure that the Project’s Scheduling Coordinator does not accept, any such designation by the CAISO unless and until CPE has agreed to accept such designation. Provider shall, upon request, furnish CPE, CAISO, CPUC or other applicable Governmental Authority a written representation and warranty that it is in compliance with the requirements set forth in this Section Five.2(f). Provider shall (i) maintain the Provider Supply Agreement in full force and effect, not breach or be in default thereunder in any material respect, and not amend, modify, supplement or otherwise vary the Provider Supply Agreement, or consent to any of the foregoing, if such amendment, modification, supplement or other variance results, or is reasonably likely to result, in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of related to the Showing Quantity, in each case in accordance with this Agreement (“Material Amendment”) and (ii) Notify CPE promptly (and in no event later than two (2) Business Days after such event) of the termination or default under the Provider Supply Agreement or such Material Amendment. The Showing Quantity shall be free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person. Provider will take no action or permit any Person (other than CPE) to take any action that would impair in any way CPE’s ability to rely on the Project in order to satisfy its Compliance Obligations. Provider shall cause the Project to be operated during the Shown Term in accordance with the Safety Requirements. Provider shall maintain, and shall cause the Project Owner and operator to maintain, all Governmental Approvals necessary for Provider and Project Owner to be able to perform their respective obligations under the Provider Supply Agreement. Provider shall provide Showing Quantity that counts towards CPE’s local resource adequacy central procurement requirement established by the CPUC Decision, including without limitation, the Local RA Central Procurement Decision. To the extent a change in Law occurs after execution of this Agreement that causes Provider to fail to perform this covenant, it shall not be an event of default if Provider has used commercially reasonable efforts to comply with such change in Law. Provider shall comply with the Project specific requirements set forth in Appendix E. Provider shall, or shall cause the Project Owner to, maintain a complete and accurate log of all material operations of the Project on a daily basis. Such log will include, but not be limited to, information on availability, maintenance performed, outages, project modifications, electrical characteristics of the Project, any Project specific requirements set forth in Appendix E and similar information relating to the availability, testing and operation of the Project. Provider shall provide, or cause the Project Owner to provide, this information electronically to Provider CPE within ten (10) Business Days of CPE’s written requestrequest therefor. At the request of CPE, the CPUC, the staff of the CPUC, or any Governmental Authority, Provider shall provide all records, or cause the Project Owner to provide all records, demonstrating that the Project is operated and maintained in accordance with Prudent Electrical Practices and applicable Laws, including CPUC General Order 167. REPRESENTATIONS AND WARRANTIES

Allocation of CAISO Payments and Costs. Provider Except as provided in this Article Six, Seller shall retain any revenues it may receive from, and shall pay all costs charged by, the CAISO or any other third party with respect to the Product or Project. Buyer shall be entitled to receive and retain all revenues associated with the Product during the Delivery Term (“Buyer Revenues”), including any Capacity Attributescapacity or availability revenues from CPM, the Showing Quantityincluding through a competitive solicitation process, and Residual Unit Commitment (RUC) Availability Payments. Seller shall be entitled to receive and retain all revenues for CPM that do not constitute Buyer Revenues. All such Buyer Revenues received by Seller[, Project Company] or the Project’s SC (and if Behind the Meter Project, any Customer, Unit owner or operator) shall be remitted to Buyer, and Seller shall be responsible for paying for such revenues to Buyer if [Project Company or] the Project’s SC (and if Behind the Meter Project, any Customer, Unit owner or operator) fails to remit those revenues to Buyer. In order to verify the accuracy of Buyer Revenues submitted by Seller or the Project’s SC, Buyer shall have the right, at its sole expense and during normal working hours after reasonable prior Notice, to hire an independent third party reasonably acceptable to Seller to audit any such Provider revenuesdocuments, CPE has records or data of Seller[, or if required, of Project Company (and Seller shall cause Project Company to reasonably cooperate with Buyer and its independent auditor),] associated with the right to perform an audit in accordance with Section Sixteen.5Product. To the extent that the Project is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments of the CAISO Tariff, the Parties agree that any Availability Incentive Payments are for the benefit of Provider Seller and for ProviderSeller’s account and that any Non-Availability Charges are the responsibility of Provider Seller and for ProviderSeller’s account, including, without limitation, any charges resulting from ProviderSeller’s failure to perform deliver any Capacity Attributes. EVENTS OF DEFAULT; REMEDIES Events of Default . Seller will be deemed a Defaulting Party upon the occurrence of any of the Showing Commitment Actions in accordance with this Agreement. CPE shall be entitled following (each a “Seller’s Event of Default”): any asset of Seller[, the Project Company] or the Project that is material to receive and retain all revenues associated with the Showing Quantity during the Shown Term (“CPE Revenues”), including any capacity or availability revenues from CPM, including through a competitive solicitation process, and Residual Unit Commitment (RUC) Availability Payments. Provider shall be entitled to receive and retain all revenues for CPM that do not constitute the CPE Revenues. Billing and Payment . On or before the fifteenth (15th) calendar day following each Contract Month of the Shown Term: Provider shall invoice CPE, in arrears, for all amounts due from CPE to Provider Seller’s performance under this Agreement, includingAgreement is taken by or is subject to any attachment by any creditor of or claimant against Seller [or the Project Company, as applicable: ,] and the Monthly Payment, and other compensatory adjustments required by this Agreement; and if applicable, CPE shall invoice Provider, in arrears, for any amounts due from Provider to CPE under this Agreement. Netting . If each Party attachment is required to pay the other an amount in the same month pursuant to this Agreement, then the Party owing the greater aggregate amount will pay to the other Party the difference between the amounts owed. CPE is expressly authorized to set off from any not disposed of its payments hereunder an amount owed by Provider to CPE in accordance with this Agreement. Payment . Payment of all undisputed amounts owed shall be due by the later of the twenty-fifth within sixty (25th60) day of the month or ten (10) calendar days after receipt of invoice (“Monthly Payment Date”). If its levy; Seller fails to satisfy the Monthly Payment Date is not a Business Day, then such invoice or payment shall be provided on the next following Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), creditworthiness and collateral requirements and Seller fails to the account designated by the other Party. Any undisputed amounts not paid by the Monthly Payment Date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the Monthly Payment Date to but excluding the date the delinquent amount is paid in full. Disputes and Adjustments of Invoices . In the event an invoice or portion thereof or any other claim or adjustments arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible in accordance with the provisions of Article Fourteen (Dispute Resolution). Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) calendar days of such resolution along with interest accrued at the Interest Rate from and including the due date, but excluding the date on which the payment is made. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent invoices, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is Notified in accordance with this Section Four.7 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance giving rise to the payment obligation occurred (or in the case of amounts based on CAISO invoices within twelve (12) months after the close of the month during which such invoice or revised invoice giving rise to the payment obligation was rendered), the right to payment for such performance is waived. ADDITIONAL COVENANTS Provider Covenants . Throughout the Shown Term, Provider shall at no cost to CPE: comply, and cause the Project’s owner, operator and Scheduling Coordinator (with respect to the performance of the Showing Commitment Actions) to comply, with all applicable Laws, Governmental Approvals, requirements of the Participating Transmission Owner, Utility Distribution Company, CAISO (including CAISO Tariff), CARB, FERC, NERC and WECC; obtain and maintain all Governmental Approvals necessary for it to legally perform its obligations under this Agreement; and take all other reasonable actions, including promptly providing information or documents or executing all documents or instruments, complying with all applicable reporting and filing requirements of CAISO and all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that CPE has the exclusive use of the Local RA Attributes forming part of Showing Quantity for each Showing Year and each Showing Month of the Shown Term, including enabling the CPE to apply the Showing Quantity towards the CPE’s Compliance Obligations at all times during the Shown Term and to comply with the requirements of any Governmental Authority with respect to CPE’s Compliance Obligations. Nothing hereunder shall cause CPE to assume any liability or obligation with respect to Provider’s compliance obligations under applicable Law, including any Law applicable to the operation of the Project. Additional Covenants . Throughout the Shown Term: If CPE is required under applicable Law to obtain any certification or registration with respect to the Showing Quantity, upon request from CPE, Provider shall use commercially reasonable efforts to ensure that CPE is able to secure such certification. Upon request from CPE, Provider shall cooperate with CPE in taking actions required to be taken by CPE with regard to CPE’s use of the Showing Quantity. Throughout the Shown Term, Xxxxxxxx agrees, upon CPE’s request, to provide, or cause the Project’s Scheduling Coordinator to provide, information, including meter data and any operational information related to bidding the Project into the wholesale energy market, to CPE in its capacity as a Central Procurement Entity. Such information shall be treated by CPE as Confidential Information. Provider shall provide any applicable data to CPE in a format and to a platform specified by CPE that is reasonably alternate collateral acceptable to Provider Buyer within five (5) Business Days of CPEBuyer’s request. Provider shallwritten demand therefor pursuant to Sections Ten.4, Ten.5, and shall cause Ten.6; any material misrepresentation or omission in any metering (or submetering), Supply Plans or any report or Notice with regard to delivery of the Project Owner to, comply with, and to operate, and maintain Product (including if Behind the Meter Project, deliver the Capacity Attributes and conduct all Work or cause all Work to be conducted in accordance with, the Safety Requirements. Provider shall, and shall cause the Project Owner to, take all actions to comply with the Safety Requirements. Throughout the Shown Term, CPE shall have the right to request Provider demonstrate its compliance with the Safety Requirements to CPESeller’s reasonable satisfaction within thirty (30) days of CPE’s Notice to Provider. Provider is responsible for, as applicable, scheduling or causing the applicable Project’s Scheduling Coordinator to schedule withPortfolio List), or make available toundue delay or withholding of such data, the CAISO the Showing Quantity delivered to CPE for each day during the Shown Term in compliance with the CAISO Tariffreport or Notice, and performing allwhich misrepresentation, omission or causing the Project’s Scheduling Coordinator, owner, undue delay or operator, as applicable, to perform all obligations under the CAISO Tariff that are associated with the commitment of the Showing Quantity hereunder. The CPE withholding is not liable for the failure of Provider or the failure of any Project’s Scheduling Coordinator, owner, or operator to comply with such CAISO Tariff provisions or any penalties or fines imposed on Provider or the Project’s Scheduling Coordinator, owner, or operator for such noncompliance. Provider shall not offer, and shall ensure that the Project’s Scheduling Coordinator does not offer, any portion of the Showing Quantity for any day in any Showing Month of the Shown Term to the CAISO as CPM Capacity. However, if the CAISO designates any portion of the Showing Quantity as CPM Capacity, then Provider shall promptly notify CPE, or shall cause the Project’s Scheduling Coordinator to promptly notify CPE, within one (1) Business Day of the date Provider receives notification from the CAISO. If the CAISO makes such a designation, Provider shall not accept, and shall ensure that the Project’s Scheduling Coordinator does not accept, any such designation by the CAISO unless and until CPE has agreed to accept such designation. Provider shall, upon request, furnish CPE, CAISO, CPUC or other applicable Governmental Authority a written representation and warranty that it is in compliance with the requirements set forth in this Section Five.2(f). Provider shall (i) maintain the Provider Supply Agreement in full force and effect, not breach or be in default thereunder in any material respect, and not amend, modify, supplement or otherwise vary the Provider Supply Agreement, or consent to any of the foregoing, if such amendment, modification, supplement or other variance results, or is reasonably likely to result, in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity, in each case in accordance with this Agreement (“Material Amendment”) and (ii) Notify CPE promptly (and in no event later than two (2) Business Days after such event) of the termination or default under the Provider Supply Agreement or such Material Amendment. The Showing Quantity shall be free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person. Provider will take no action or permit any Person (other than CPE) to take any action that would impair in any way CPE’s ability to rely on the Project in order to satisfy its Compliance Obligations. Provider shall cause the Project to be operated during the Shown Term in accordance with the Safety Requirements. Provider shall maintain, and shall cause the Project Owner and operator to maintain, all Governmental Approvals necessary for Provider and Project Owner to be able to perform their respective obligations under the Provider Supply Agreement. Provider shall provide Showing Quantity that counts towards CPE’s local resource adequacy central procurement requirement established by the CPUC Decision, including without limitation, the Local RA Central Procurement Decision. To the extent a change in Law occurs after execution of this Agreement that causes Provider to fail to perform this covenant, it shall not be an event of default if Provider has used commercially reasonable efforts to comply with such change in Law. Provider shall comply with the Project specific requirements set forth in Appendix E. Provider shall, or shall cause the Project Owner to, maintain a complete and accurate log of all material operations on a daily basis. Such log will include, but not be limited to, information on availability, maintenance performed, outages, project modifications, electrical characteristics of the Project, any Project specific requirements set forth in Appendix E and similar information relating to the availability, testing and operation of the Project. Provider shall provide, or cause the Project Owner to provide, this information electronically to Provider cured within ten (10) Business Days of CPEBuyer’s written request. At the request of CPE, the CPUC, the staff of the CPUCdemand therefor; Seller [or Project Company] intentionally or knowingly delivers, or any Governmental Authority, Provider shall provide all records, or cause attempts to deliver Product that is not produced by the Project Owner Project; [Reserved]; Seller fails to provide all records, demonstrating that the Project is operated and maintained comply with obligations set forth in accordance with Prudent Electrical Practices and applicable Laws, including CPUC General Order 167. REPRESENTATIONS AND WARRANTIESSection Three.2;