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

Allocation of Other Payments and Costs. Seller shall retain any revenues it may receive from and pay all costs charged by, the CAISO or any other third party with respect to any Unit including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, and (iv) any revenues for black start or reactive power services. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity during the Delivery Period including any capacity or availability revenues from RMR Contracts for any Unit, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv). In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in Section 4.3(b), but received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a Unit’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, 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 documents, records or data of Seller associated with the Contract Quantity. If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit the Contract Quantity for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees that the Units are subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments under Section 40.9 of the Tariff. Furthermore, the Parties agree that any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any Non-Availability Charges are the responsibility of Seller and for Seller’s account. In the event that Seller fails, or fails to cause a Unit’s SC, to notify Buyer of a Planned Outage with respect to such Unit in accordance with Section 3.3(a), Seller agrees that it shall reimburse Buyer for the backstop capacity costs, if any, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this Confirmation.

Allocation of Other Payments and Costs. Seller shall retain any revenues it may receive from and pay all costs charged by, the CAISO or any other third party with respect to any Unit including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, and (iv) any revenues for black start or reactive power services. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity during the Delivery Period including any capacity or availability revenues from RMR Contracts Agreements for any Unit, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv). In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in Section 4.3(b), but received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a the Unit’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, 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 documents, records or data of Seller associated with the Contract Quantity. If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit the Contract Quantity for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units Unit being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees that the Units are Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments under Section 40.9 of the Tariff. Furthermore, the Parties agree that any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any Non-Availability Charges are the responsibility of Seller and for Seller’s account. In the event that Seller fails, or fails to cause a Unit’s SC, to notify Buyer of a Planned Outage with respect to such Unit in accordance with Section 3.3(a), Seller agrees that it shall reimburse Buyer for the backstop capacity costs, if any, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this Confirmation.

Allocation of Other Payments and Costs. Seller shall is entitled to 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 the Unit including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, (iv) revenue for flexible ramping product, and (ivv) any revenues for black start or reactive power services. All Seller revenues described in this Section 3.2(a) and received by Buyer or a purchaser of Resold Product must be remitted to Seller and Buyer shall pay such revenues to Seller if received by Buyer or if a subsequent purchaser of Resold Product fails to remit those revenues to Seller. If Buyer fails to pay such revenues to Seller, Seller may recoup any amounts owing to it for such revenues against any future amounts it may owe to Buyer. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' ’ fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity during the Delivery Period including any capacity or availability revenues from RMR Contracts for any Unit, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv). In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in Section 4.3(b), but received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a Unit’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, Buyer shall have has 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 documents, records or data of Seller associated with the Contract QuantityQuantity and in accordance with Section 3.1 of this Confirmation and Article Six of the Master Agreement. If CAISO or CPUC develops a centralized capacity market develops within the CAISO regionmarket, Buyer will have exclusive rights to tell the Seller or the Unit’s Scheduling Coordinator to offer, bid, or otherwise submit the Contract Quantity applicable Designated RA Capacity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any all revenues from such re-sale. Buyer and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees agree that the Units are Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the Tariff. Furthermore, the Parties agree that any Any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any or Non-Availability Charges are for the account, or are the responsibility of, the Seller, as applicable. CAISO OFFER REQUIREMENTS Seller is responsible for, as applicable, scheduling or causing the applicable Unit’s Scheduling Coordinator to schedule with, or make available to, the CAISO the Designated RA Capacity delivered to Buyer for each day during the Delivery Period in compliance with the Tariff, and performing all, or causing the Unit’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff that are associated with the sale of Designated RA Capacity hereunder. Buyer is not liable for the failure of Seller or the failure of any Unit’s Scheduling Coordinator, owner, or operator to comply with such Tariff provisions or any penalties or fines imposed on Seller or the Unit’s Scheduling Coordinator (unless Seller is the Scheduling Coordinator), owner, or operator for such noncompliance. Other Buyer and for Seller Covenants Seller’s account. In and Xxxxx’s Duty to Take Action to Allow the event that Utilization of the Product Buyer and Seller failsshall, throughout the Delivery Period, take all commercially reasonable actions and execute any and all documents or fails instruments reasonably necessary to cause a Unitensure Buyer’s SC, right to notify Buyer the use of a Planned Outage with respect to such Unit in accordance with Section 3.3(a), Seller agrees that it shall reimburse Buyer the Contract Quantity on each day during the Delivery Period for the backstop capacity costs, if any, charged to sole benefit of Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset or any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments applicable subsequent purchaser pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this ConfirmationSection 2.5.

Allocation of Other Payments and Costs. Seller shall retain any revenues it may receive from and pay all costs charged by, the CAISO or any other third party with respect to any Unit including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, and (iv) any revenues for black start or reactive power services. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity during the Delivery Period including any capacity or availability revenues from RMR Contracts for any Unit, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv). In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in Section 4.3(b), but received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a Unit’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, Buyer shall have the right, at its sole expense and during normal working hours after reasonable prior noticeNotice, to hire an independent third party reasonably acceptable to Seller to audit any documents, records or data of Seller associated with the Contract Quantity. If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit the Contract Quantity for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees that the Units are subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments under Section 40.9 of the Tariff. Furthermore, the Parties agree that any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any Non-Availability Charges are the responsibility of Seller and for Seller’s account. In the event that Seller fails, or fails to cause a Unit’s SC, to notify Notify Buyer of a Planned Outage with respect to such Unit in accordance with Section 3.3(a), Seller agrees that it shall reimburse Buyer for the backstop capacity costs, if any, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this ConfirmationNotice.

Allocation of Other Payments and Costs. Seller shall is entitled to 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 the Unit including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, (iv) revenue for flexible ramping product, and (ivv) any revenues for black start or reactive power services. All Seller revenues described in this Section 3.2(a) and received by Buyer or a purchaser of Resold Product must be remitted to Seller and Buyer shall pay such revenues to Seller if received by Buyer or if a subsequent purchaser of Resold Product fails to remit those revenues to Seller. If Buyer fails to pay such revenues to Seller, Seller may recoup any amounts owing to it for such revenues against any future amounts it may owe to Buyer. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' ’ fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity during the Delivery Period including any capacity or availability revenues from RMR Contracts for any Unit, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv). In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in Section 4.3(b), but received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a Unit’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, Buyer shall have has 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 documents, records or data of Seller associated with the Contract QuantityQuantity and in accordance with Section 3.1 of this Confirmation and Article Six of the Master Agreement. If CAISO or CPUC develops a centralized capacity market develops within the CAISO regionmarket, Buyer will have exclusive rights to tell the Seller or the Unit’s Scheduling Coordinator to offer, bid, or otherwise submit the applicable Contract Quantity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any all revenues from such re-sale. Buyer and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees agree that the Units are Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the Tariff. Furthermore, the Parties agree that any Any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any or Non-Availability Charges are for the account, or are the responsibility of, the Seller, as applicable. CAISO OFFER REQUIREMENTS Seller is responsible for, as applicable, scheduling or causing the applicable Unit’s Scheduling Coordinator to schedule with, or make available to, CAISO the Product delivered to Buyer for each day during the Delivery Period in compliance with the Tariff, and performing all, or causing the Unit’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff that are associated with the Product sold hereunder. Buyer is not liable for the failure of Seller or the failure of any Unit’s Scheduling Coordinator, owner, or operator to comply with such Tariff provisions or any penalties or fines imposed on Seller or the Unit’s Scheduling Coordinator (unless Seller is the Scheduling Coordinator), owner, or operator for such noncompliance. Other Buyer and for Seller Covenants Seller’s accountand Buyer’s Duty to Take Action to Allow the Utilization of the Product Buyer and Seller shall, throughout the Delivery Period, take commercially reasonable actions (including the execution of documents or instruments) reasonably necessary to ensure Buyer’s right to the use of the Contract Quantity on each day during the Delivery Period for the sole benefit of Buyer or any applicable subsequent purchaser pursuant to Section 2.7. In The Parties shall make commercially reasonable changes to this Confirmation necessary to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by the event CPUC, FERC, CAISO or other Governmental Body having jurisdiction to administer Compliance Obligations, with regard to the following proceedings: (a) the Resource Adequacy (RA) Order Instituting Rulemaking (OIR) (Rulemaking (R.)17-09-020) at the CPUC; (b) the RA Enhancements stakeholder initiative at the CAISO; (c) the Integrated Resource Plan OIR (R.16-02-007) at the CPUC; (d) the Power Charge Indifference Adjustment (PCIA) OIR (R.17-06-026) at the CPUC. Representations, Warranties and Covenants Seller represents and warrants to Buyer throughout the Delivery Period that: no portion of the Contract Quantity for any day during the Delivery Period has been committed by Seller to any third party in order to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; the Unit is connected to the CAISO Controlled Grid, is within the CAISO Control Area, and is under the control of CAISO; each Unit’s Scheduling Coordinator, owner and operator is obligated to comply with applicable laws, including the Tariff, relating to the Product; if Seller is the owner of the Unit, the aggregation of all amounts of Capacity Attributes that Seller failshas sold, assigned or transferred for the Unit for each day included in the Delivery Period does not exceed the Unit NQC and, if applicable, the Unit EFC, for that Unit; and Seller has notified either the Scheduling Coordinator of the Unit or the entity from which Seller purchased the Product of the fact that Seller has transferred the Contract Quantity for each day of the Delivery Period to Buyer, or, if applicable, to a subsequent purchaser. Seller represents and warrants to Buyer as of the date of the relevant Compliance Showing, that Seller owns or has the exclusive right to the Product sold under this Confirmation from the Unit; Seller covenants as follows: Seller shall not offer, and shall ensure that the Unit’s Scheduling Coordinator does not offer, any portion of the Contract Quantity for any day during the Delivery Period to CAISO as CPM Capacity. However, if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall promptly notify Buyer, or fails to shall cause a the Unit’s SC, Scheduling Coordinator to promptly notify Buyer within one (1) Business Day of the xxxx Xxxxxx receives notification from CAISO. If CAISO makes such a Planned Outage with respect to such Unit in accordance with Section 3.3(a)designation, Seller agrees shall not accept, and shall ensure that it shall reimburse the Unit’s Scheduling Coordinator does not accept, any such designation by CAISO unless and until Buyer for the backstop capacity costshas agreed to accept such designation; and Seller shall, if anyupon request, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenuesfurnish Buyer, penaltiesCAISO, fines, costs, reimbursement CPUC or other payments pursuant applicable Governmental Body evidence that its representation made in Section 5.2(c)(i) is true and correct Each Party covenants to Article Six the other Party throughout the Delivery Period to comply with the Tariff, relating to the Product. The Parties agree that the following sections of the Master Agreement against any future amounts it may owe between the Parties shall not be applicable to this Confirmation or Transactions hereunder until Party B’s exit from the Chapter 11 Cases has occurred: Sections 5.1(d), 5.1(e), 5.1(f), 10.2(v), 10.2(vi), and 10.10. Notwithstanding anything to the other contrary contained herein, with respect to Party B: Party A acknowledges and agrees that (i) representations and warranties under Section 10.2(x) of the Master Agreement are made subject to the provisions of the Bankruptcy Code and any order of the Bankruptcy Court; and (ii) until Party B’s exit from the Chapter 11 Cases has occurred, the existence or continuation of Party B being Bankrupt is not an Event of Default with respect to Party B under this Confirmation.Agreement (including pursuant to Section 5.1(g) of the Master Agreement) and does not entitle Party A to terminate this Agreement solely because of such existence or continuation. Confidentiality

Allocation of Other Payments and Costs. Seller shall retain any revenues it may receive from and pay all costs charged by, by the CAISO or any other third party with respect to any the Unit including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, and (iviii) any revenues for black start or reactive power services. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be entitled to receive and retain all revenues associated with the Aggregate Contract Quantity during the Delivery Period (including any capacity or availability revenues from RMR Contracts for any the Unit, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) RUC Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv3.2(a)(i)-(iv)). In accordance with Section 4.1 3.1 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in this Section 4.3(b)3.2, but received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a the Unit’s SC, owner, or operator fails to remit those revenues to Buyer. If Seller fails to pay such revenues to Buyer, Buyer may offset any amounts owing to it for such revenues pursuant to Article Six of the Master Agreement against any future amounts Buyer may owe to Seller. In order to verify the accuracy of such revenues, 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 documents, records or data of Seller associated with the Contract Quantity; and all such Seller, or a Unit’s SC, owner, or operator revenues described in this Section 3.2, but received by Buyer shall be remitted to Seller. If Buyer fails to pay such revenues to Seller, Seller may offset any amounts owing to it for such revenues pursuant to Article Six of the Master Agreement against any future amounts it may owe to Buyer. If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit the applicable Contract Quantity of Product for each day of each Showing Month provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees that the Units are Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the CAISO Tariff. Furthermore, the Parties agree that any Availability Incentive Payments are for the benefit of the Seller and for Seller’s account and that any Non-Availability Charges are the responsibility of the Seller and for Seller’s account. In the event that Seller fails, or fails to cause a Unit’s SC, to notify Buyer of a Planned Outage with respect to such Unit in accordance with Section 3.3(a), Seller agrees that it shall reimburse Buyer for the backstop capacity costs, if any, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this Confirmation.

Allocation of Other Payments and Costs. Seller shall may 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 Unit including those charged to Buyer for (i) start-up, shutdownshut-down, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, and (iv) any revenues for black start or reactive power services. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilitiesor (v) the sale of the unit-contingent call rights on the generation capacity of the Unit to provide energy to a third party, damagesso long as such rights do not confer on such third party the right to claim any portion of the RA Capacity sold hereunder in order to make an RAR Showing, claimsLAR Showing, lossesFCR Showing, costs or expenses (including, without limitation, attorneys' fees) incurred by any similar capacity or brought against Buyer in connection resource adequacy showing with Environmental Coststhe CAISO or CPUC. Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity Designated RA Capacity of any Unit during the Delivery Period (including any capacity or availability revenues from RMR Contracts Agreements for any Unit, Capacity Procurement Mechanism (CPM) or its successorReliability Compensation Services Tariff, and Residual Unit Commitment (RUC) Availability Payments, or its successorcapacity payments, but excluding payments described in Section 4.3(a)(i)-(iv4.10(a) (i)-(v) above). In accordance with Section 4.1 4.9 of this Confirmation and Article Six of the Master Agreement, : all such Buyer revenues described in Section 4.3(b), but 4.10(b) received by Seller, or a Unit’s SCScheduling Coordinator, owner, or operator shall be remitted to Buyer, and Seller shall indemnify Buyer for any such revenues that Buyer does not receive, and Seller shall pay such revenues to Buyer if a the Unit’s SCScheduling Coordinator, owner, or operator fails to remit those revenues to Buyer. In order Buyer (and upon any such payment by Seller, Seller shall be subrogated to verify all rights of Buyer against such Unit’s Scheduling Coordinator, owner, or operator for the accuracy amount of such revenuesrevenues paid). If Seller fails to pay such revenues to Buyer, Buyer may offset any amounts owing to it for such revenues against any future amounts it may owe to Seller under this Confirmation. all such Seller, or a Unit’s Scheduling Coordinator, owner, or operator revenues described in Section 4.10(a)(i)-(v), but received by Buyer shall be remitted to Seller, and Buyer shall pay such revenues to Seller if the Unit’s Scheduling Coordinator, owner, or operator fails to remit those revenues to Seller (and upon any such payment by Buyer, Buyer shall have the right, at its sole expense and during normal working hours after reasonable prior notice, be subrogated to hire an independent third party reasonably acceptable to Seller to audit any documents, records or data all rights of Seller associated with against such Unit’s Scheduling Coordinator, owner, or operator for the Contract Quantityamount of such revenues paid). If Buyer fails to pay such revenues to Seller, Seller may offset any amounts owing to it for such revenues against any future amounts it may owe to Buyer under this Confirmation. If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit the Contract Quantity Designated RA Capacity provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller Xxxxx acknowledges and agrees that the Units are subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments under Section 40.9 of the Tariff. Furthermore, the Parties agree that any all Availability Incentive Payments are for the benefit of Seller and for Seller’s account account, and that Seller shall receive, retain, or be entitled to receive all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards. The Parties acknowledge and agree that any Non-Availability Charges are the responsibility of Seller Seller, and for Seller’s account. In the event that account and Seller failsshall be responsible for all fees, charges, or fails to cause a Unit’s SC, to notify Buyer of a Planned Outage with respect to such Unit in accordance with Section 3.3(a), Seller agrees that it shall reimburse Buyer for the backstop capacity costspenalties, if any, charged resulting from Seller failing to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this Confirmationachieve Availability Standards.

Allocation of Other Payments and Costs. Seller shall is entitled to 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 the Unit including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, (iv) revenue for flexible ramping product, and (ivv) any revenues for black start or reactive power services. All Seller revenues described in this Section 3.2(a) and received by Buyer or a purchaser of Resold Product must be remitted to Seller and Buyer shall pay such revenues to Seller if received by Buyer or if a subsequent purchaser of Resold Product fails to remit those revenues to Seller. [For Payment in Arrears] If Buyer fails to pay such revenues to Seller, Seller may recoup any amounts owing to it for such revenues against any future amounts it may owe to Buyer pursuant to Article Six of the Master Agreement. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' ’ fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity during the Delivery Period including any capacity or availability revenues from RMR Contracts for any Unit, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv). In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in Section 4.3(b), but received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a Unit’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, Buyer shall have has 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 documents, records or data of Seller associated with the Contract QuantityQuantity and in accordance with Section 3.1 of this Confirmation and Article Six of the Master Agreement. If CAISO or CPUC develops a centralized capacity market develops within the CAISO regionmarket, Buyer will have exclusive rights to tell the Seller or the Unit’s Scheduling Coordinator to offer, bid, or otherwise submit the applicable Contract Quantity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any all revenues from such re-sale. Buyer and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees agree that the Units are Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the Tariff. Furthermore, the Parties agree that any Any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any or Non-Availability Charges are for the account, or are the responsibility of, the Seller, as applicable. CAISO OFFER REQUIREMENTS Seller is responsible for, as applicable, scheduling or causing the applicable Unit’s Scheduling Coordinator to schedule with, or make available to, CAISO the Product delivered to Buyer for each day during the Delivery Period in compliance with the Tariff, and performing all, or causing the Unit’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff that are associated with the Product sold hereunder. Buyer is not liable for the failure of Seller or the failure of any Unit’s Scheduling Coordinator, owner, or operator to comply with such Tariff provisions or any penalties or fines imposed on Seller or the Unit’s Scheduling Coordinator (unless Seller is the Scheduling Coordinator), owner, or operator for such noncompliance. Other Buyer and for Seller Covenants Seller’s accountand Buyer’s Duty to Take Action to Allow the Utilization of the Product Buyer and Seller shall, throughout the Delivery Period, take commercially reasonable actions (including the execution of documents or instruments) reasonably necessary to ensure Buyer’s right to the use of the Contract Quantity on each day during the Delivery Period for the sole benefit of Buyer or any applicable subsequent purchaser pursuant to Section 2.7. In The Parties shall make commercially reasonable changes to this Confirmation necessary to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by the event CPUC, FERC, CAISO or other Governmental Body having jurisdiction to administer Compliance Obligations, with regard to the following proceedings: (a) the Resource Adequacy (RA) Order Instituting Rulemaking (OIR) (Rulemaking (R.)17-09-020) at the CPUC; (b) the RA Enhancements stakeholder initiative at the CAISO; (c) the Integrated Resource Plan OIR (R.16-02-007) at the CPUC; (d) the Power Charge Indifference Adjustment (PCIA) OIR (R.17-06-026) at the CPUC. Representations, Warranties and Covenants Seller represents and warrants to Buyer throughout the Delivery Period that: no portion of the Contract Quantity for any day during the Delivery Period has been committed by Seller to any third party in order to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; the Unit is connected to the CAISO Controlled Grid, is within the CAISO Control Area, and is under the control of CAISO; each Unit’s Scheduling Coordinator, owner and operator is obligated to comply with applicable laws, including the Tariff, relating to the Product; if Seller is the owner of the Unit, the aggregation of all amounts of Capacity Attributes that Seller failshas sold, assigned or fails transferred for the Unit for each day included in the Delivery Period does not exceed the Unit NQC and, if applicable, the Unit EFC, for that Unit; and Seller has notified either the Scheduling Coordinator of the Unit or the entity from which Seller purchased the Product of the fact that Seller has transferred the Contract Quantity for each day of the Delivery Period to Buyer. Seller represents and warrants to Buyer as of the date of the relevant Compliance Showing, that Seller owns or has the exclusive right to the Product sold under this Confirmation from the Unit; Seller covenants as follows: Seller shall not, and shall cause a the Unit’s SCScheduling Coordinator to not, offer any portion of the Contract Quantity for any day during the Delivery Period to CAISO as CPM Capacity. However, if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall, and shall cause the Unit’s Scheduling Coordinator to promptly (and in any event within one (1) Business Day of the xxxx Xxxxxx receives notification from CAISO) notify Buyer if CAISO designates any portion of a Planned Outage with respect to such Unit in accordance with Section 3.3(a), Seller agrees that it shall reimburse Buyer the Contract Quantity for any day during the backstop capacity costsDelivery Period as CPM Capacity and, if anyCAISO makes such a designation, charged shall, and shall cause the Unit’s Scheduling Coordinator to not accept any such designation by CAISO unless and until Buyer by the CAISO due has agreed to Seller’s failure to provide accept such notice. Offset Rights Either Party may offset any amounts owing to it for revenuesdesignation; and Seller shall, penaltiesupon request, finesfurnish Buyer, costsCAISO, reimbursement CPUC or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe applicable Governmental Body evidence that its representation made in Section 5.2(c)(i) is true and correct Each Party covenants to the other Party under this Confirmationthroughout the Delivery Period to comply with the Tariff, relating to the Product.

Allocation of Other Payments and Costs. Seller shall is entitled to 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 the Unit including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary servicesservices , (iii) energy sales, (iv) revenue for flexible ramping product, and (ivv) any revenues for black start or reactive power services. All Seller revenues described in this Section 3.2(a) and received by Buyer or a purchaser of Resold Product must be remitted to Seller and Buyer shall pay such revenues to Seller if received by Buyer or if a purchaser of Resold Product fails to remit those revenues to Seller. If Buyer fails to pay such revenues to Seller, Seller may recoup any amounts owing to it for such revenues against any future amounts it may owe to Buyer pursuant to Article Six of the Master Agreement. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be is entitled to receive and retain all revenues associated with the Contract Quantity for each day during the Delivery Period (including any capacity or and availability revenues from RMR Contracts for any the Unit, Capacity Procurement Mechanism (CPM) Mechanism, or its successor, and Residual Unit Commitment (RUC) RUC Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv3.2(a)(i)-(v)). In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such All Buyer revenues described in this Section 4.3(b), but 3.2(b) and received by Seller, or a Unit’s SC, owner, or operator shall operator, must be remitted to Buyer, and Seller shall pay such revenues to Buyer if a received by Seller or if the Unit’s SC, owner, or operator fails to remit those revenues to Buyer. If Seller fails to pay such revenues to Buyer, Buyer may recoup any amounts owing to it for such revenues against any future amounts Buyer may owe to Seller pursuant to Article Six of the Master Agreement. In order to verify the accuracy of such revenues, Buyer shall have has 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 documents, records or data of Seller associated with the Contract QuantityQuantity and in accordance with Section 3.1 of this Confirmation and Article Six of the Master Agreement. If CAISO develops a centralized capacity market develops within the CAISO regionmarket, Buyer will have exclusive rights to tell the Seller or the Unit’s SC to offer, bid, or otherwise submit the applicable Contract Quantity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Buyer and Seller agrees agree that the Units are Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the Tariff. Furthermore, the Parties agree that any Any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any or Non-Availability Charges are for the account, or are the responsibility of of, the Seller, as applicable. CAISO OFFER REQUIREMENTS Seller and for Selleris responsible for, as applicable, scheduling or causing the applicable Unit’s account. In the event that Seller failsSC to schedule with, or fails make available to, CAISO the Product delivered to cause a Buyer for each day during the Delivery Period in compliance with the Tariff, and performing all, or causing the Unit’s SC, owner, or operator, as applicable, to notify perform all obligations under the Tariff that are associated with the Product sold hereunder. Buyer is not liable for the failure of a Planned Outage Seller or the failure of any Unit’s SC, owner, or operator to comply with respect to such Unit in accordance with Section 3.3(aTariff provisions or any penalties or fines imposed on Seller or the Unit’s SC (unless Seller is the SC), Seller agrees that it shall reimburse Buyer owner, or operator for the backstop capacity costs, if any, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this Confirmationnoncompliance.

Allocation of Other Payments and Costs. Seller shall retain any revenues it may receive from and pay all costs costs, charges charged by, by the CAISO or any other third party with respect to any Unit including those charged to Buyer the Storage Units for (i) start-up, shutdown, charging, discharging, minimum load, and minimum load any other operational costs, (ii) capacity revenue for ancillary services, (iii) energy Energy sales, and (iv) any revenues for black start or reactive power services. , (v) any Bids or revisions to any market-cleared Bids made by Seller shall indemnifypursuant to Section 6.04(b), defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' feesvi) incurred by or brought against Buyer in connection with Environmental Costssales of any other products other than the Product sold to SCE hereunder. Buyer shall be entitled to receive and retain all capacity revenues associated with respect to the Contract Quantity during the Delivery Period Storage Units, including any capacity or availability revenues from RMR Contracts for any UnitContracts, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) Capacity Procurement Mechanism, or its successor, or RUC Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv3.06(a). In accordance with Sections 3.01, 3.02, 3.03, and 3.04, (i) all such Seller, or a Storage Unit’s SC, owner, or operator revenues described in this Section 4.1 of this Confirmation 3.06, but received by SCE shall be remitted to Seller; and Article Six of the Master Agreement, (ii) all such Buyer revenues described in this Section 4.3(b)3.06, but received by Seller, or a Storage Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a the Storage Unit’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, 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 documents, records or data of Seller associated with the Contract Quantity. If a centralized capacity market develops within the CAISO region, Buyer SCE will have exclusive rights to offer, bid, or otherwise submit the Contract Quantity Product for each day of each Showing Month provided to SCE pursuant to this Agreement for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees that the Units are Project and each Storage Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the CAISO Tariff. Furthermore, the Parties agree that any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any Non-Availability Charges are the responsibility of Seller and for Seller’s account. In If (i) a Storage Unit is designated as a Resource Adequacy Resource and (ii) Applicable Laws require that, during periods that a Storage Unit is on a Planned Outage, the event SC for a Resource Adequacy Resource is required to (A) replace the Storage Unit with a resource that Seller fails, is not a Resource Adequacy Resource or fails to cause a Unit’s SC, to notify Buyer (B) face the imposition of a Planned Outage charge, cost, sanction or penalty for failing to replace that Storage Unit, then Seller is responsible for (x) replacing the Storage Unit with respect a resource that is not a Resource Adequacy Resource, and (y) any and all charges, costs, sanctions and/or penalties for failing to such Unit in accordance with Section 3.3(a), replace all or a portion of the Storage Unit. Seller agrees that it SCE is not required to take any action, or use or change its utilization of its owned or controlled assets or market positions, to allow Seller to replace the Storage Unit with a resource that is not a Resource Adequacy Resource and that SCE shall reimburse Buyer have no liability for the backstop capacity costs, if any, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under obligations described in this ConfirmationSection 3.06(f).

Allocation of Other Payments and Costs. Seller shall is entitled to 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 the Unit including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, (iv) revenue for flexible ramping product, and (ivv) any revenues for black start or reactive power services. All Seller revenues described in this Section 3.2(a) and received by Buyer or a purchaser of Resold Product must be remitted to Seller and Buyer shall pay such revenues to Seller if received by Buyer or if a purchaser of Resold Product fails to remit those revenues to Seller. If Buyer fails to pay such revenues to Seller, Seller may recoup any amounts owing to it for such revenues against any future amounts it may owe to Buyer pursuant to Article Six of the Master Agreement. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be is entitled to receive and retain all revenues associated with the Contract Quantity for each day during the Delivery Period (including any capacity or and availability revenues from RMR Contracts for any the Unit, Capacity Procurement Mechanism (CPM) Mechanism, or its successor, and Residual Unit Commitment (RUC) RUC Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv3.2(a)(i)-(v)). In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such All Buyer revenues described in this Section 4.3(b), but 3.2(b) and received by Seller, or a Unit’s SC, owner, or operator shall operator, must be remitted to Buyer, and Seller shall pay such revenues to Buyer if a received by Seller or if the Unit’s SC, owner, or operator fails to remit those revenues to Buyer. If Seller fails to pay such revenues to Buyer, Buyer may recoup any amounts owing to it for such revenues against any future amounts Buyer may owe to Seller pursuant to Article Six of the Master Agreement. In order to verify the accuracy of such revenues, Buyer shall have has 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 documents, records or data of Seller associated with the Contract QuantityQuantity and in accordance with Section 3.1 of this Confirmation and Article Six of the Master Agreement. If CAISO develops a centralized capacity market develops within the CAISO regionmarket, Buyer will have exclusive rights to tell the Seller or the Unit’s SC to offer, bid, or otherwise submit the applicable Contract Quantity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Buyer and Seller agrees agree that the Units are Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the Tariff. Furthermore, the Parties agree that any Any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any or Non-Availability Charges are for the account, or are the responsibility of of, the Seller, as applicable. CAISO OFFER REQUIREMENTS Seller and for Selleris responsible for, as applicable, scheduling or causing the applicable Unit’s account. In the event that Seller failsSC to schedule with, or fails make available to, CAISO the Product delivered to cause a Buyer for each day during the Delivery Period in compliance with the Tariff, and performing all, or causing the Unit’s SC, owner, or operator, as applicable, to notify perform all obligations under the Tariff that are associated with the Product sold hereunder. Buyer is not liable for the failure of a Planned Outage Seller or the failure of any Unit’s SC, owner, or operator to comply with respect to such Unit in accordance with Section 3.3(aTariff provisions or any penalties or fines imposed on Seller or the Unit’s SC (unless Seller is the SC), Seller agrees that it shall reimburse Buyer owner, or operator for the backstop capacity costs, if any, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this Confirmationnoncompliance.

Allocation of Other Payments and Costs. Seller shall retain any revenues it may receive from and pay all costs charged by, by the CAISO or any other third party with respect to any Unit including those charged to Buyer each Import Resource for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, and (iv) any revenues for black start or reactive power services. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be entitled to receive and retain all revenues associated with the Aggregate Contract Quantity during the Delivery Period (including any capacity or availability revenues from RMR Contracts for any Uniteach Import Resource, Capacity Procurement Mechanism (CPM) ), or its successor, and Residual Unit Commitment (RUC) RUC Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv3.02(a)(i)-(iv)). In accordance with Section 4.1 3.01 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in this Section 4.3(b)3.02, but received by Seller, or a Unitan Import Resource’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a Unitthe Import Resource’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, 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 documents, records or data of Seller associated with the Contract Quantity; and all such Seller, or an Import Resource’s SC, owner, or operator revenues described in this Section 3.02, but received by Buyer shall be remitted to Seller. If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit the applicable Contract Quantity of Product for each day of each Showing Month provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees that the Units are each Import Resource is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the CAISO Tariff. Furthermore, the Parties agree that any Availability Incentive Payments are for the benefit of the Seller and for Seller’s account and that any Non-Availability Charges are the responsibility of the Seller and for Seller’s account. In the event that Seller fails, or fails to cause a Unit’s SC, to notify Buyer of a Planned Outage with respect to such Unit in accordance with Section 3.3(a), Seller agrees that it shall reimburse Buyer for the backstop capacity costs, if any, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costscosts reimbursement, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party Party. Other Buyer and Seller Covenants Seller’s and Buyer’s Duty to Take Action to Allow the Utilization of the Product Buyer and Seller shall, throughout the Delivery Period: (a) cause the required showing information listed in Appendix C to be included in all applicable Supply Plans; (b) execute any and all documents or instruments reasonably necessary to ensure Buyer’s right to the use of the Aggregate Contract Quantity for the sole benefit of Buyer or any subsequent purchaser under Section 2.06; and (c) cause all Supply Plans to be filed in conformance with the requirements of the CPUC Filing Guide and the CAISO Tariff. If during the Delivery Period, there are changes to the information included in Appendix C, the Parties agree to communicate such changes to each other promptly. The Parties further agree to negotiate in good faith to make necessary amendments, if any, to this ConfirmationConfirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by the CPUC, FERC, CAISO or other Governmental Authority having jurisdiction to administer Compliance Obligations, so as to maintain the benefits of the bargain struck by the Parties on the Confirmation Effective Date.

Allocation of Other Payments and Costs. Seller shall retain any revenues it may receive from and pay all costs charged by, the CAISO or any other third party with respect to any Unit Import Resource including those charged to Buyer for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iiiii) energy sales, and (iviii) any revenues for black start or reactive power services. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys' fees) incurred by or brought against Buyer in connection with Environmental Costs. Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity during the Delivery Period including any capacity or availability revenues from RMR Contracts for any UnitImport Resource, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) Availability Payments, or its successor, but excluding payments described in Section 4.3(a)(i)-(iv4.2(a)(i)-(iii). In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in Section 4.3(b4.2(b), but received by Seller, or a Unitan Import Resource’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if a Unitan Import Resource’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, Buyer shall have the right, at its sole expense and during normal working hours after reasonable prior noticeNotice, to hire an independent third party reasonably acceptable to Seller to audit any documents, records or data of Seller associated with the Contract Quantity. If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit the Contract Quantity for re-sale in such market, and retain and receive any and all related revenues. Subject to the Units Import Resources being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees that the Units Import Resources are subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments under Section 40.9 of the Tariff. Furthermore, the Parties agree that any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any Non-Availability Charges are the responsibility of Seller and for Seller’s account. In the event that Seller fails, or fails to cause a Unit’s SC, to notify Buyer of a Planned Outage with respect to such Unit in accordance with Section 3.3(a), Seller agrees that it shall reimburse Buyer for the backstop capacity costs, if any, charged to Buyer by the CAISO due to Seller’s failure to provide such notice. Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this Confirmation.