Common use of Capacity Attributes Clause in Contracts

Capacity Attributes. Seller has obtained Full Capacity Deliverability Status as part of its CAISO generator interconnection process. Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌ (a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with the Facility during the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery Term, Seller shall maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (d) Commencing on the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product of (i) the difference, expressed in kW, of (A) the Qualifying Capacity of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity Attributes, if any, and Seller shall not report to any person or entity that the Capacity Attributes, if any, belong to anyone other than Buyer. Buyer may, at its own risk and expense, report to any person or entity that Capacity Attributes belong exclusively to Buyer. (f) At Buyer’s request Seller shall: (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer.

Capacity Attributes. (a) Prior to the Delivery Term, Seller has obtained Full Capacity Deliverability Status shall qualify the Facility as part of its a Pseudo-Tie Resource with the CAISO generator interconnection processpursuant to the CAISO’s New Resource Implementation process (as defined in the CAISO Tariff). Seller shall be responsible for maintain the cost and installation of any Network Upgrades associated Facility as a Pseudo-Tie Resource in compliance with obtaining such Full Capacity Deliverability Status.‌the CAISO Tariff throughout the Delivery Term. (ab) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (b) Buyer shall be entitled to all Capacity Attributesand Resource Adequacy Benefits, including Flexible Capacity, if any, associated with available from the Facility Facility. Subject to Section 3.12, Seller shall take all commercially reasonable administrative actions during the Delivery Term. The consideration for , including complying with all such applicable registration and reporting requirements, and execute all documents or instruments necessary to enable the Project Participants to use all the Capacity Attributes is included within the Contract Price. and Resource Adequacy Benefits committed by Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and Buyer pursuant to Capacity Attributes, if any, existing during the Delivery Termthis Agreement. (c) Throughout Buyer shall cause the Project Participants to use commercially reasonable efforts to obtain the Import Capability at the Delivery Point and at necessary to import the Guaranteed Net Qualifying Capacity from the Facility into the CAISO. Seller shall use commercially reasonable efforts to support Buyer and Project Participants in obtaining such Import Capability. To the extent Project Participants do not or cannot maintain Import Capability at the Delivery Point, or at , if applicable, necessary to support the importation of the Guaranteed Net Qualifying Capacity into the CAISO for reasons other than a Seller failure under this Agreement or the inability of Seller to maintain the Facility as a Pseudo-Tie Resource, the Capacity Attributes that are not imported or that cannot be imported shall constitute Deemed Delivered RA. (d) No later than the Notification Deadline corresponding to each Showing Month of the Delivery Term, Seller shall maintain eligibility for Full Capacity Deliverability Status submit, or Interim Deliverability Status for cause the Facility from Facility’s Scheduling Coordinator to submit, Supply Plans to identify and confirm the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits provided to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (d) Commencing on the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product of (i) the difference, expressed in kW, of (A) the Qualifying Capacity of the Facility Project Participants for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6each Showing Month. (e) During Resource Adequacy Benefits are delivered and received when the XXXX Tool shows that the Supply Plans have been accepted by the CAISO. If CAISO rejects either the Supply Plans or Project Participants’ Resource Adequacy Plans with respect to any part of the Resource Adequacy Benefits in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plans or Resource Adequacy Plans for validation before the applicable Notification Deadline for the relevant Showing Month. (f) If Seller operates the Facility as a dispatchable resource, Seller shall undertake commercially reasonable efforts, subject to Section 3.12, to maximize the quantity of Effective Flexible Capacity provided to the Project Participants from the Facility. At least ninety (90) days before the annual FCR Showings filing deadline, Seller shall provide Buyer with written Notice of the quantity of Effective Flexible Capacity the Facility is expected to provide for the following calendar year. No later than the Notification Deadline for each Showing Month of the Delivery Term, Seller shall not sell or attempt to sell to any other Person notify Buyer of the quantity of Effective Flexible Capacity Attributes, if any, and Seller shall not report to any person or entity that the Capacity Attributes, if any, belong Project Participants are permitted to anyone other than Buyer. Buyer may, at its own risk and expense, report to any person or entity that Capacity Attributes belong exclusively to Buyer. (f) At Buyer’s request Seller shall: (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of include in the Capacity Attributes, if any, to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this AgreementFCR Showings. (g) Subject If Seller anticipates that it will have an RA Shortfall Month, Seller may, provide Replacement RA in the amount of (i) the Guaranteed Net Qualifying Capacity with respect to Section 3.11 and at all times during such Showing Month, minus (ii) the Delivery Termexpected Net Qualifying Capacity that is able to be included in the Supply Plans for Project Participants for such Showing Month plus any Deemed Delivered RA; provided, that any Replacement RA is communicated by Seller to Buyer in the form of Exhibit M by Seller to Buyer no later than the Notification Deadline. (h) Notwithstanding anything to the contrary in this Agreement, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and be permitted to reduce deliveries of Capacity Attributes may be provided from and Resource Adequacy Benefits during any Force Majeure Event that results in Seller’s inability, despite the Facility by Buyeruse of commercially reasonable efforts, to deliver Delivered Energy to the Delivery Point.

Capacity Attributes. Seller has obtained shall request Full Capacity Deliverability Status as part of its in the CAISO generator interconnection processprocess for the Storage Facility. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌Status. (a) Throughout the Delivery TermTerm and subject to Section 3.12, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with the Facility during the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery TermTerm and subject to Section 3.12, Seller shall use commercially reasonable efforts to maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Storage Facility from the CAISO and shall perform all commercially reasonable actions reasonably necessary to ensure that the Storage Facility qualifies to provide Resource Adequacy Benefits to SellerBuyer. Throughout the Delivery Term, and subject to Section 3.12, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits from the Facility to Buyer. (dc) Commencing on For the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product duration of (i) the difference, expressed in kW, of (A) the Qualifying Capacity of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, and subject to Section 3.7(d) and Section 3.12, Seller shall not sell or attempt to sell to any other Person the Capacity Attributestake all commercially reasonable actions, if anyincluding complying with all applicable registration and reporting requirements, and Seller shall not report execute all documents or instruments necessary to any person or entity that the Capacity Attributes, if any, belong enable Buyer to anyone other than Buyer. Buyer may, at its own risk and expense, report to any person or entity that Capacity Attributes belong exclusively to Buyer. (f) At Buyer’s request Seller shall: (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer use all of the Capacity Attributes, if any, Attributes committed by Seller to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able pursuant to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (gd) Subject to Section 3.11 and at all times during the Delivery Term, Seller shall install such meters use commercially reasonable efforts to obtain and power electronics as are necessary so that Ancillary Services and deliver Capacity Attributes may be provided or Resource Adequacy Benefits for the Generating Facility for Buyer’s benefit, including applying for a deliverability allocation for the Generating Facility one (1) time after the Effective Date, at no cost to Buyer, and thereafter applying for a deliverability allocation from the Facility by time to time at Buyer’s request and Buyer shall reimburse Seller for Seller’s costs associated therewith.

Capacity Attributes. Seller has shall have obtained Full Capacity Deliverability Status as part of its CAISO generator interconnection processby the Commercial Operation Date. The Parties agree that Seller shall will be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌Status. (a) Throughout During the entire Delivery Term, Xxxxx is entitled to and Seller grants, pledges, assigns assigns, and otherwise commits to Buyer all the Capacity Attributes from the Facility. The consideration for Capacity Attributes is included in the Contract Price. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with During the Facility during the entire Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. , Seller transfers will transfer to Buyer, and Xxxxx accepts will accept from Seller, any right, title, and interest that Seller may will have in and to Capacity Attributes, if any, existing during Attributes associated with the Delivery TermFacility. (c) Throughout During the entire Delivery Term, Seller shall will maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall will perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (d) Commencing on Starting from the RA Guarantee Date, if during any month the Facility has does not achieved achieve or has failed fails to maintain Full Capacity Deliverability Status, Seller shall will pay to Buyer an amount equal to the product of (i) the difference, expressed in kW, sum of (A) the Qualifying Capacity of the Facility for such month, minus CPUC System RA Penalty and (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted offset against amounts owing owed to Seller pursuant to Section section 8.6. (e) During the Delivery Term, Seller shall will not sell or make an attempt to sell the Capacity Attributes to any other Person or entity during the Capacity Attributes, if any, and Delivery Term. Seller shall will not report disclose to any person other Person or entity that the Capacity Attributes, if any, Attributes belong to anyone other than Buyerto the Buyer during the Delivery Term. Buyer mayretains the ability to, at its own risk and expenserisk, report disclose to any person Person or entity that Capacity Attributes belong exclusively to Buyer. (f) At BuyerUpon Xxxxx’s request Seller shall: (i) execute such request, seller will: a. Execute the requisite documents and instruments as may be reasonably required in order to effect recognition and transfer of the Capacity AttributesAttributes to Buyer, if any, to Buyer and (ii) and b. Reasonably cooperate reasonably with Buyer in order that for Buyer may to satisfy the Resource Adequacy requirements, if any, including (Abut not limited to) assisting the following: i. Assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able to be recognized and counted for Resource Adequacy purposes, (B) assist , ii. Working with Buyer in making such to make annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating , iii. Coordinating with Buyer on the submission to the make submissions to CAISO submissions (or corrections), as that are required by per the CAISO Tariff, and (D) providing , iv. Providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such . c. Deliver the documents, instruments, submissions submissions, and information as may be requested by Buyer in connection required for Seller to comply with the Capacity Attributes and Resource Adequacy; provided that in Section 3.7(f). In responding to any such requeststhe request, Seller shall have is under no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, agreement that adversely affects, would negatively affect (or could reasonably be expected to have or result in an and adverse effect on, ) any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at all times during During the entire Delivery Term, Seller shall will install such meters and power electronics as that are necessary so that for Ancillary Services and Capacity Attributes may be provided from the Facility by to be delivered to Buyer.

Capacity Attributes. Seller has obtained Full Capacity Deliverability Status as part of its CAISO generator interconnection process. Seller shall be responsible for the cost and installation of any Network Upgrades and all costs associated with obtaining such Full Capacity Deliverability Status.‌securing firm transmission service to deliver Facility Energy to the Delivery Point as required to obtain Resource-Specific Import RA status from this Dynamic Resource-Specific System Resource. (a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the FacilityFacility up to the Buyer’s Contract Capacity. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with the Facility up to the Buyer’s Contract Capacity during the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity AttributesAttributes associated with Buyer’s Contract Capacity, if any, existing during the Delivery Term. (c) Throughout the Delivery Term, Seller shall maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for firm transmission service rights from the Facility from to the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (d) Commencing on the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product of (i) the difference, expressed in kW, of (A) the Qualifying Capacity of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity AttributesAttributes committed to Buyer, if any, and Seller shall not report to any person or entity that the such Capacity Attributes, if any, belong to anyone other than Buyer. Buyer may, at its own risk and expense, report to any person or entity that Capacity Attributes belong exclusively to Buyer. (e) For the duration of the Delivery Term, Seller shall take all reasonable actions, including complying with all applicable registration and reporting requirements, and execute all documents or instruments necessary to enable Buyer to use all of the Capacity Attributes committed by Seller to Buyer pursuant to this Agreement, including submitting Supply Plans in accordance with CAISO and CPUC requirements. (f) No later than the Notification Deadline corresponding to the Showing Month of the Delivery Term, Seller shall submit, or cause the Facility’s Scheduling Coordinator to submit, Supply Plans to identify and confirm the Resource Adequacy Benefits for Buyer for each Showing Month. Resource Adequacy Benefits are delivered and received when the XXXX Tool shows that the Supply Plans have been accepted by the CAISO. If CAISO rejects either the Supply Plan or Buyer’s Resource Adequacy Plans with respect to the Resource Adequacy Benefits in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable compliance deadlines. (g) At Buyer’s request Seller shall: (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirementsdocument, if anyletter from the CPUC Executive Director, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able or other communication of approval or confirmation mutually agreed to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this AgreementParties. (g) Subject to Section 3.11 and at all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer.

Capacity Attributes. Seller has obtained shall request Full Capacity Deliverability Status as part of its in the CAISO generator interconnection process. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌Status. (a) Throughout the Delivery Term, subject to Section 3.12, Seller grants, pledges, assigns and otherwise commits to Buyer all the Generating Facility Capacity Attributes from the Generating Facility. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with the Facility during the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery Term, Seller shall use commercially reasonable efforts to maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. . (c) Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits and other Generating Facility Capacity Attributes associated with the Generating Facility to Buyer. (d) Commencing on For the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product duration of (i) the difference, expressed in kW, of (A) the Qualifying Capacity of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity Attributestake all reasonable actions, if anyincluding complying with all applicable registration and reporting requirements, and Seller shall not report execute all documents or instruments necessary to any person or entity that enable Buyer to use all of the Capacity Attributes, if any, belong to anyone other than Buyer. Buyer may, at its own risk and expense, report to any person or entity that Generating Facility Capacity Attributes belong exclusively to Buyer. (f) At Buyer’s request committed by Seller shall: (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able pursuant to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (ge) Subject No later than one (1) year prior to Section 3.11 the Guaranteed Commercial Operation Date, Seller will provide notice to Buyer (the “ Storage Facility Capacity Notice”) describing the expected discharge capacity (in MW) of the Storage Facility that can be sustained for four (4) hours (“Storage Capacity”), if any. For the avoidance of doubt, Seller has no obligation to develop a Storage Facility, and the expected Storage Capacity specified by Seller in the Storage Facility Capacity Notice may be . Following Seller’s delivery of the Storage Facility Capacity Notice, Buyer will have the right for to elect to purchase the Resource Adequacy Benefits and other Storage Facility Capacity Attributes associated with the Storage Facility at all times during a price (“Storage Facility RA Capacity Price”) and corresponding delivery term (“Storage Facility RA Capacity Delivery Term”) equal to The Storage Facility RA Capacity Price shall be multiplied by the amount of RA Capacity associated with the Storage Facility that Buyer can claim in its RAR Showing for the applicable Showing Month (“ Monthly Storage Facility RA Payment”), and such payment will be made by Buyer to Seller in arrears following the Showing Month. If Buyer elects to purchase the Resource Adequacy Benefits and other Storage Facility Capacity Attributes associated with the Storage Facility, Buyer must exercise this right by providing written notice of such election to Seller (“Buyer Exercise Notice”) no later than after Seller delivers the Storage Facility Capacity Notice, which Buyer Exercise Notice must specify the Storage Facility Capacity Price and corresponding Storage Facility Capacity Delivery Term selected by Buyer. If Buyer does not deliver its Buyer Exercise Notice to Seller within after Seller delivers the Storage Facility Capacity Notice, then Buyer will be deemed to have declined to purchase the Resource Adequacy Benefits and other Storage Facility Capacity Attributes associated with the Storage Facility and Seller will no longer have any obligation to offer or sell such Resource Adequacy Benefits and other Storage Facility Capacity Attributes associated with the Storage Facility to Buyer. Notwithstanding the foregoing, if Buyer declines to purchase the Resource Adequacy Benefits and other Storage Facility Capacity Attributes associated with the Storage Facility, Seller agrees that for the remainder of the Delivery Term, Seller shall install such meters Term all Resource Adequacy Benefits and power electronics as are necessary so that Ancillary Services and other Generating Facility Capacity Attributes may be provided from associated with the Generating Facility shall have first priority to all CAISO deliverability to the extent the Facility by Buyerdoes not have Full Capacity Deliverability Status.

Capacity Attributes. Seller has obtained shall request Full Capacity Deliverability Status as part of its in the CAISO generator interconnection process. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌Status.9‌ (a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with the Facility during the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery Term, Seller shall maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to BuyerBuyer.‌ (c) For the duration of the Delivery Term, Seller shall take all reasonable actions, including complying with all applicable provisions of the CAISO Tariff, all registration and reporting requirements, and execute all documents or instruments necessary to enable Buyer to use all of the Capacity Attributes and Resource Adequacy Benefits committed by Seller to Buyer pursuant to this Agreement. (d) Commencing on the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product of (i) the difference, expressed in kW, of (A) the Qualifying Capacity of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity Attributes, if any, and Seller shall not report to any person or entity that the Capacity Attributes, if any, belong to anyone other than Buyer. (e) No later than the Notification Deadline corresponding to each Showing Month of the Delivery Term, Seller shall submit, or cause the Facility’s Scheduling Coordinator to submit, Supply Plans to identify and confirm the Resource Adequacy Benefits provided to Buyer for each Showing Month. Buyer may, at its own risk Resource Adequacy Benefits are delivered and expense, report received when the XXXX Tool shows that the Supply Plans have been accepted by the CAISO. If CAISO rejects either the Supply Plans or Buyer’s Resource Adequacy Plans with respect to any person part of the Resource Adequacy Benefits in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plans or entity that Capacity Attributes belong exclusively to BuyerResource Adequacy Plans for validation before the applicable Notification Deadline for the relevant Showing Month. (f) At BuyerWithout limiting Seller’s obligations above, at Xxxxx’s request Seller shall: : (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource AdequacyAdequacy Benefits; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at At all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer.

Capacity Attributes. Seller has obtained shall request Full Capacity Deliverability Status as part of its in the CAISO generator interconnection process. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌Status.8‌ (a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with the Facility during the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery Term, Seller shall maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to BuyerBuyer.‌ (c) For the duration of the Delivery Term, Seller shall take all reasonable actions, including complying with all applicable provisions of the CAISO Tariff, all registration and reporting requirements, and execute all documents or instruments necessary to enable Buyer to use all of the Capacity Attributes and Resource Adequacy Benefits committed by Seller to Buyer pursuant to this Agreement. (d) Commencing on the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product of (i) the difference, expressed in kW, of (A) the Qualifying Capacity of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity Attributes, if any, and Seller shall not report to any person or entity that the Capacity Attributes, if any, belong to anyone other than Buyer. (e) No later than the Notification Deadline corresponding to each Showing Month of the Delivery Term, Seller shall submit, or cause the Facility’s Scheduling Coordinator to submit, Supply Plans to identify and confirm the Resource Adequacy Benefits provided to Buyer for each Showing Month. Buyer may, at its own risk Resource Adequacy Benefits are delivered and expense, report received when the XXXX Tool shows that the Supply Plans have been accepted by the CAISO. If CAISO rejects either the Supply Plans or Buyer’s Resource Adequacy Plans with respect to any person part of the Resource Adequacy Benefits in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plans or entity that Capacity Attributes belong exclusively to BuyerResource Adequacy Plans for validation before the applicable Notification Deadline for the relevant Showing Month. (f) At BuyerWithout limiting Seller’s obligations above, at Xxxxx’s request Seller shall: : (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource AdequacyAdequacy Benefits; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at At all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer.

Capacity Attributes. Seller has obtained shall request Full Capacity Deliverability Status as part of its for the Facility in the CAISO generator interconnection process. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌Status. (a) Throughout the Delivery TermTerm and subject to Section 3.12, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with the Facility during the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery TermTerm and subject to Section 3.12, Seller shall use commercially reasonable efforts to maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide all Resource Adequacy Benefits Benefits, including Flexible Capacity, to SellerBuyer. Throughout the Delivery Term, and subject to Section 3.12, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (dc) Commencing on For the RA Guarantee Dateduration of the Delivery Term, during any month the Facility has not achieved or has failed and subject to maintain Full Capacity Deliverability StatusSection 3.12, Seller shall pay take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute all documents or instruments necessary to enable Buyer to use all the Capacity Attributes committed by Seller to Buyer an pursuant to this Agreement. (d) If Seller anticipates that it will have any RA Deficiency Amounts in a Showing Month, Seller may provide Replacement RA in the amount equal to the product of (i) the difference, expressed in kW, of (AX) the Qualifying Capacity of the Facility for with respect to such monthShowing Month, minus (BY) the expected Net Qualifying Capacity of the Facility with respect to such Showing Month, provided that any intended Replacement RA is communicated by Seller to Buyer in a Notice substantially in the form of Exhibit M at least Business Days before the applicable Showing Month for the purpose of including in Buyer’s RA Compliance Showing for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6Showing Month. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity Attributes, if any, and Seller shall not report to any person or entity that the Capacity Attributes, if any, belong to anyone other than Buyer. Buyer may, at its own risk and expense, report to any person or entity that Capacity Attributes belong exclusively to Buyer. (f) At Buyer’s request Seller shall: (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer.

Capacity Attributes. Any actions required for Seller has obtained Full Capacity Deliverability Status to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as part the “Compliance Actions.” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of its CAISO generator interconnection process. the Compliance Expenditure Cap in order to take any Compliance Action Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌ (a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits provide Notice to Buyer of such anticipated out-of-pocket expenses. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all of the Capacity Attributes from costs that exceed the Facility. Compliance Expenditure Cap (bsuch Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.13 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be entitled deemed to all Capacity Attributes, if any, associated with have waived its rights to require Seller to take the Facility during Compliance Actions that are the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery Term, Seller shall maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (d) Commencing on the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product of (i) the difference, expressed in kW, of (A) the Qualifying Capacity subject of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity Attributes, if anyNotice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Contract Term. If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not report to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and reasonable documentation of such costs from Seller. The Compliance Expenditure Cap shall apply to any person or entity change of Law that lowers the Facility’s Qualifying Capacity Attributes(including a change of Law that modifies the methodology for calculating the Qualifying Capacity), if any, belong and no RA Deficiency Amount shall be owed to anyone other than Buyer. Buyer may, at its own risk and expense, report in the event Seller’s actions to any person or entity that Capacity Attributes belong exclusively to Buyer. (f) At Buyer’s request Seller shall: address such change in Law are either (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and impossible or (ii) cooperate reasonably would cost more than the Compliance Expenditure Cap for Compliance Actions and Buyer does not agree to fund such excess. For the avoidance of doubt, any failure by Seller to operate the [Generating/Storage] Facility in accordance with Buyer in order Prudent Operating Practice, or to meet availability or other operational metrics or requirements established by CAISO or the CPUC (including as part of a change of Law) that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission apply generally to the CAISO submissions (or corrections)[Generating/Storage] Facility and facilities similar to the [Generating/Storage] Facility, shall not be treated as required by a Compliance Action subject to the CAISO Tariff, and (D) providing CAISO Compliance Expenditure Cap for all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any purposes of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer.

Capacity Attributes. Seller has obtained shall request Full Capacity Deliverability Status as part of its for the Guaranteed Capacity in the CAISO generator interconnection process. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌Status. (a) Throughout the Delivery TermTerm and subject to Section 3.143.1314, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with the Facility during the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery TermTerm and subject to Section 3.1314, Seller shall use commercially reasonable efforts to maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits Benefits, including Flexible Capacity, to SellerBuyer. Throughout the Delivery Term, and subject to Section 3.13,3.14, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (dc) Commencing on For the RA Guarantee Dateduration of the Delivery Term, during any month the Facility has not achieved or has failed and subject to maintain Full Capacity Deliverability StatusSection 3.133.14, Seller shall pay take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute all documents or instruments necessary to enable Buyer to use all of the Capacity Attributes committed by Seller to Buyer an pursuant to this Agreement. (d) If Seller anticipates that it will have any RA Deficiency Amounts in a Showing Month, Seller may provide Replacement RA in the amount equal to the product of (i) the difference, expressed in kW, of (AX) the Qualifying Capacity of the Facility for with respect to such monthShowing Month, minus (BY) the expected Net Qualifying Capacity of the Facility for with respect to such monthShowing Month; provided, multiplied by that (iia) the CPM Soft Offer Cap (the “amount of Replacement RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller in any Contract Year shall not sell or attempt to sell to any other Person the Capacity Attributes, if any, and Seller shall not report to any person or entity that the Capacity Attributes, if any, belong to anyone other than Buyer. Buyer may, at its own risk and expense, report to any person or entity that Capacity Attributes belong exclusively to Buyer. exceed twenty-five percent (f25%) At Buyer’s request Seller shall: (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the annual total amount of Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able Benefits expected to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required provided by the CAISO TariffFacility, and (Db) providing CAISO all necessary information for annual and other outage planning. any intended Replacement RA is communicated by Seller shall deliver such documents, instruments, submissions and information as may be requested by to Buyer in connection with a Notice substantially in the Capacity Attributes and Resource Adequacy; provided that form of Exhibit M at least fifty (50) Business Days before the applicable Showing Month for the purpose of including in responding to any Buyer’s RA Compliance Showing for such requests, Showing Month.] [Applies if Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer.is providing RA]

Capacity Attributes. Any actions required for Seller has obtained Full Capacity Deliverability Status to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as part the “Compliance Actions.” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of its CAISO generator interconnection process. the Compliance Expenditure Cap in order to take any Compliance Action Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌ (a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits provide Notice to Buyer of such anticipated out-of-pocket expenses. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the Capacity Attributes from costs that exceed the Facility. Compliance Expenditure Cap (bsuch Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.13 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be entitled deemed to all Capacity Attributes, if any, associated with have waived its rights to require Seller to take the Facility during Compliance Actions that are the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery Term, Seller shall maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (d) Commencing on the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product of (i) the difference, expressed in kW, of (A) the Qualifying Capacity subject of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity Attributes, if anyNotice, and Seller shall not report have no further obligation to take, and no liability for any person or entity that failure to take, these Compliance Actions for the Capacity Attributesremainder of the Term. If Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, if any, belong to anyone other than Buyer. Buyer may, at its own risk then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and expense, report to any person or entity that Capacity Attributes belong exclusively to Buyer. (f) At BuyerXxxxx shall reimburse Seller for Seller’s request Seller shall: (i) execute such documents and instruments as may be reasonably required actual costs to effect recognition and transfer of the Capacity AttributesCompliance Actions, if anynot to exceed the Accepted Compliance Costs, to Buyer and within sixty (ii60) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided days from the Facility by Buyertime that Xxxxx receives an invoice and documentation of such costs from Seller.

Capacity Attributes. 21 Seller has obtained shall obtain Full Capacity Deliverability Status as part of its CAISO generator interconnection process. Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌Status. (a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (b) Buyer shall be entitled to all Capacity Attributes, if any, associated with the Facility during the Delivery Term. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery Term, Seller shall maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (d) Commencing on the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product of (i) the difference, expressed in kW, of (A) the Qualifying Capacity of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity Attributes, if any, and Seller shall not report to any person or entity that the Capacity Attributes, if any, belong to anyone other than Buyer. Buyer may, at its own risk and expense, report to any person or entity that Capacity Attributes belong exclusively to Buyer. (f) At Buyer’s request Seller shall: (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer. (h) If the Facility has not achieved FCDS within two (2) years of the RA Guarantee Date, then the provisions of Section 3.7(d) shall be suspended and the Capacity Rate shall be reduced to zero (0). If the Facility subsequently achieves FCDS, the Capacity Rate shall be increased to the original Capacity Rate and the requirements of the Sections 3.7(d) shall apply to all such months occurring after the Facility achieves FCDS once Buyer is able to show it on its RA Showing.

Capacity Attributes. Seller has obtained shall request Full Capacity Deliverability Status as part of its in the CAISO generator interconnection processprocess and shall obtain Full Capacity Deliverability Status by the Commercial Operation Date. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.‌ (a) Status. Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (b) Buyer shall be entitled to all Capacity Attributes, if any, Facility associated with the Facility during Guaranteed Capacity and the Delivery TermStorage Contract Capacity. The consideration for all such Capacity Attributes is included within the Contract Price. Seller transfers to Buyer, and Xxxxx accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Attributes, if any, existing during the Delivery Term. (c) Throughout the Delivery Term, Seller shall use commercially reasonable efforts to maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and shall perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer. (d) Commencing on . For the RA Guarantee Date, during any month the Facility has not achieved or has failed to maintain Full Capacity Deliverability Status, Seller shall pay to Buyer an amount equal to the product duration of (i) the difference, expressed in kW, of (A) the Qualifying Capacity of the Facility for such month, minus (B) the Net Qualifying Capacity of the Facility for such month, multiplied by (ii) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be netted against amounts owing to Seller pursuant to Section 8.6. (e) During the Delivery Term, Seller shall not sell or attempt to sell to any other Person the Capacity Attributestake all commercially reasonable administrative actions, if anyincluding complying with all applicable registration and reporting requirements, and Seller shall not report executing all documents or instruments necessary to any person or entity that the Capacity Attributes, if any, belong enable Buyer to anyone other than Buyer. Buyer may, at its own risk and expense, report to any person or entity that Capacity Attributes belong exclusively to Buyer. (f) At Buyer’s request Seller shall: (i) execute such documents and instruments as may be reasonably required to effect recognition and transfer use all of the Capacity Attributes, if any, Attributes committed by Seller to Buyer and (ii) cooperate reasonably with Buyer in order that Buyer may satisfy the Resource Adequacy requirements, if any, including (A) assisting Buyer in registering the Facility with the CAISO so that the Capacity Rights are able pursuant to be recognized and counted for Resource Adequacy purposes, (B) assist Buyer in making such annual submissions to CAISO associated with establishing the correct quantity of Capacity Rights, (C) coordinating with Buyer on the submission to the CAISO submissions (or corrections), as required by the CAISO Tariff, and (D) providing CAISO all necessary information for annual and other outage planning. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer in connection with the Capacity Attributes and Resource Adequacy; provided that in responding to any such requests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement. (g) Subject to Section 3.11 and at all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer.