Common use of Compliance Expenditure Cap Clause in Contracts

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.14.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.64.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.24.6.2. If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-of- pocket expenses. 3.6.34.6.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.44.6.4. If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

Compliance Expenditure Cap. If ‌ (a) The Parties acknowledge that an essential purpose of this Agreement is to provide renewable generation that meets the requirements of the California Renewables Portfolio Standard and that Governmental Authorities, including the CEC, CPUC, CAISO and WREGIS, may undertake actions to implement changes in Law. Seller establishes agree to use commercially reasonable efforts to cooperate with respect to any future changes to this Agreement needed to satisfy requirements of Governmental Authorities associated with changes in Law to maximize benefits to Buyer, including: (i) modification of the description of Green Attributes, Capacity Attributes as may be required, including updating the Agreement to reflect any mandatory contractual language required by Governmental Authorities; (ii) submission of any reports, data, or other information required by Governmental Authorities; or (iii) all other actions that may be required to assure that this Agreement or the Facility is eligible. as an ERR and other benefits under the California Renewables Portfolio Standard; provided that Seller shall have no obligation to modify this Agreement, or take other actions not required under this Agreement, if such modifications or actions would materially adversely affect, or could reasonably be expected to have or result in a material adverse effect on, any of Seller’s reasonable satisfaction that rights, benefits, risks and/or obligations under this Agreement. (b) If a change in Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost that could known or reasonably have been contemplated as of the Execution Date to take all actions expected costs to comply with Seller’s obligations under the this Agreement with respect to obtaining obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product pursuant to Sections 3.5, 3.7(b) and maintaining CEC Pre-Certification(c), CEC Certification or CEC Verification3.9, 3.11, 4.3(g), 4.4(d), 4.11, and 4.12 (any action required to be taken by Seller to comply with such change in Law, a “Compliance Action”), then Seller’s the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required out-of-pocket expenses are limited to Twenty-bear during the Delivery Term to comply with all of such obligations shall be capped at Twenty- Five Thousand dollars Dollars ($25,000.00) per MW of Guaranteed Capacity in aggregate over the aggregate each year of the Contract Term (the “Compliance Expenditure Cap”) between the Execution Date and the last day of the Term). 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. (c) If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. (d) Buyer will have ninety sixty (9060) days Days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costscosts (including lost production, if any), the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions. If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Xxxxx’s receipt of same, or any part thereof for which Xxxxx has not agreed Buyer shall be deemed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in have waived its sole discretion, elects rights to seek CPUC approval before Xxxxx agrees require Seller to reimburse anticipated out-of-pocket expenses that exceed take the Compliance Expenditure Cap or waive Seller’s obligation to take such Actions for the Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions Action(s) described in the Notice. 3.6.4. (e) If Xxxxx 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 Buyer shall reimburse pay Seller for Seller’s actual costs in advance to effect the Compliance Actions, not . Under no circumstances shall Seller be obligated to exceed expend more than the Accepted Compliance Costs. When the Compliance Actions are completed, if the Seller’s actual costs are less than the Accepted Compliance Costs, Seller shall refund the excess to Buyer. Any change in the value of any attributes provided by Seller to Buyer resulting from any change in Law shall not affect the Contract Price or Buyer’s obligation to pay Seller for any attributes delivered.

Compliance Expenditure Cap. If (a) The Parties acknowledge that an essential purpose of this Agreement is to provide renewable generation and capacity that meets the requirements of the California Renewables Portfolio Standard and that Governmental Authorities, including the CEC, CPUC, CAISO and WREGIS, may undertake actions to implement changes in Law. Seller establishes agrees to use commercially reasonable efforts subject to the provisions of this Section 3.12 to cooperate with respect to any future changes to this Agreement needed to satisfy requirements of Governmental Authorities associated with changes in Law to maximize benefits to Buyer’s reasonable satisfaction , including: (i) the modification of the description of Green Attributes and/or Capacity Attributes as may be required, including updating the Agreement to reflect any mandatory contractual language required by Governmental Authorities; (ii) submission of any reports, data, or other information required by Governmental Authorities; or (iii) all other actions that may be required to ensure that this Agreement or the Facility is eligible as an ERR and for other benefits under the California Renewables Portfolio Standard; provided, Seller shall have no obligation to modify this Agreement, or take other actions not required under this Agreement, if such modifications or actions would materially adversely affect, or could reasonably be expected to have or result in a material adverse effect on, any of Seller's rights, benefits, risks and/or obligations under this Agreement. (b) If a change in Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost that could known or reasonably have been contemplated as of the Execution Date to take all actions expected costs to comply with Seller’s obligations under the this Agreement with respect to obtaining obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product pursuant to Sections 3.7(b) and maintaining CEC Pre-Certification(c), CEC Certification or CEC Verification3.8, 3.9, 3.11, 4.8 and 13.1(h) (any action required to be taken by Seller to comply with such change in Law, a “Compliance Action”), then Seller’s the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) bear during the Delivery Term to comply with all of such obligations shall be capped in aggregate over the aggregate each year of the Contract Term (the “Compliance Expenditure Cap”) between the Execution Date and the last day of the Term). 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. (c) If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. (d) Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costscosts (including lost production, if any), the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoingIf Buyer fails to timely respond to any such Notice, if Buyer, in its sole discretion, elects it will be deemed to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive have waived Seller’s obligation obligations to take such Compliance Actions. For the avoidance of doubt, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in during the Noticependency of Buyer’s sixty (60) day evaluation period. 3.6.4. (e) If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Effective Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable), the items listed in Sections 3.13(a), (b) and maintaining CEC Pre-Certification(c), then the Parties agree that the maximum amount of costs and expenses Seller shall be required to bear during the Delivery Term shall be capped‌‌ (a) CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars and Verification;‌ ($25,000.00b) in the aggregate each year of the Term Green Attributes; and (c) Capacity Attributes. (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Buyer has not agreed to reimburse Seller. Notwithstanding the foregoingIf Buyer does not respond to a Notice given by Seller under this Section 3.13 within sixty (60) days after Buyer’s receipt of same, if Buyer, in Buyer shall be deemed to have waived its sole discretion, elects rights to seek CPUC approval before Xxxxx agrees require Seller to reimburse anticipated out-of-pocket expenses that exceed take the Compliance Expenditure Cap or waive Seller’s Actions that are the subject of the Notice, and Seller shall have no further obligation to take such Compliance Actionstake, Buyer may seek CPUC approvaland no liability for any failure to take, during which time period Seller is not obligated to take any these Compliance Actions described in for the Notice. 3.6.4remainder of the Term. If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. Seller shall ensure that the Generating Facility Energy and associated RECs qualify as Portfolio Content Category 1 throughout the Delivery Term. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring of law occurs after the Execution Effective Date has increased Sellerthat affects the Generating Facility’s cost above CEC certification, the cost that could reasonably have been contemplated Generating Facility Energy’s (and associated RECs’) qualification as of Portfolio Content Category 1, or the Execution Date Product’s eligibility to take all actions qualify for or maintain Resource Adequacy, then Seller shall use commercially reasonable efforts to comply with Sellersuch change of law as necessary to maintain the Generating Facility’s obligations under CEC certification and Product eligibility described above, subject to the Agreement with respect following sentence. Notwithstanding anything to obtaining and maintaining CEC Pre-Certificationthe contrary, CEC Certification or CEC Verification, then Seller’s required the Parties agree that the maximum out-of-pocket costs and expenses are limited (“Compliance Costs”) Seller shall be required to Twenty-Five Thousand dollars bear during the term of this Agreement to comply with all of such obligations shall be capped at (a) $25,000.0025,000 per MW of Guaranteed Capacity with respect to changes that impact the Generating Facility’s CEC certification or the Generating Facility Energy’s (and associated RECs’) in qualification as Portfolio Content Category 1, and (b) $25,000 per MW of Storage Contract Capacity with respect to changes that impact the aggregate Product’s eligibility to qualify for or maintain Resource Adequacy, each year of to the Term extent as applicable (the “Compliance Expenditure Cap”). Seller’s internal administrative costs association with obtaining, maintaining, conveying or effectuating, Buyer’s use of (as applicable) between any Product are excluded from the Execution Date and the last day of the Term. 3.6.1Compliance Expenditure Cap. Any actions required for Seller to comply with its obligations set forth in Section 3.6the immediately preceding paragraph, the cost Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3Compliance Costs. Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Buyer has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller. If Buyer does not pay the Compliance Costs in excess of the Compliance Expenditure Cap, or if it is not possible for Seller to achieve compliance with a change in law through the payment or incurrence of costs, then in each case (i) Seller shall be excused from the corresponding Compliance Actions under this Agreement, (ii) Buyer shall continue to pay Seller under this Agreement without any reduction in revenues that otherwise would result from the change in law, and (iii) with respect to Resource Adequacy, the Guaranteed RA Amount shall be adjusted downward to reflect the effect of the change in law. OBLIGATIONS AND DELIVERIES .

Compliance Expenditure Cap. If Seller establishes to Buyer’s 's reasonable satisfaction that a change in Laws occurring after the Execution Effective Date has increased Seller’s 's cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s 's obligations under the this Agreement with respect to obtaining obtaining, maintaining, conveying or effectuating Buyer's use of Green Attributes and maintaining CEC Pre-Certification, CEC Certification or CEC VerificationCapacity Attributes (as applicable), then Seller’s the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required outto bear (a) during the Delivery Term shall be capped at twenty-of-pocket expenses are limited to Twenty-Five Thousand five thousand dollars ($25,000.0025,000) in the aggregate each year per MW of the Term Guaranteed Capacity and (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.1). Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s 's obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoingIf 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, if Buyer, in Buyer shall be deemed to have waived its sole discretion, elects rights to seek CPUC approval before Xxxxx agrees require Seller to reimburse anticipated out-of-pocket expenses that exceed take the Compliance Expenditure Cap or waive Seller’s Actions that are the subject of the Notice, and Seller shall have no further obligation to take such Compliance Actionstake, Buyer may seek CPUC approvaland no liability for any failure to take, during which time period Seller is not obligated to take any these Compliance Actions described in for the Notice. 3.6.4remainder of the Term. If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s 's actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety sixty (9060) days Days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costscosts (including lost production, if any), the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer shall reimburse pay Seller for Seller’s actual costs in advance to effect the Compliance Actions, not . Under no circumstances shall Seller be obligated to exceed expend more than the Accepted Compliance Costs. When the Compliance Actions are completed, if the Seller’s actual costs are less than the Accepted Compliance Costs, Seller shall refund the excess to Buyer. Any change in the value of any attributes provided by Seller to Buyer resulting from any change in Law shall not affect the Contract Price or Buyer’s obligation to pay Seller for any attributes delivered.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.1. 4.6.1 Any actions required for Seller to comply with its obligations set forth in Section 3.64.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. 4.6.2 If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses. 3.6.3. 4.6.3 Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. 4.6.4 If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Effective Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable), the items listed in Section 3.10(b) (i), (ii) and maintaining CEC Pre-Certification, CEC Certification or CEC Verification(iii) below, then Seller’s the Parties agree that the maximum amount of costs and expenses Seller shall be required out-of-pocket expenses are limited to Twenty-Five Thousand bear during the Delivery Term shall be capped at five thousand dollars ($25,000.005,000.00) in the aggregate each year per MW of the Term Guaranteed Generation Capacity (“Compliance Expenditure Cap”) between the Execution Date ): CEC Certification and the last day of the Term. 3.6.1Verification; Green Attributes; and Capacity Attributes. Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety sixty (9060) days Days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Buyer has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the this Agreement with respect to obtaining and maintaining CEC Pre-Certificationobtaining, CEC Certification maintaining, conveying or CEC Verificationeffectuating Buyer’s use of Capacity Attributes, and/or any electrical energy products that did not exist as of the Effective Date that Buyer requires Seller to provide based on the definition of Energy herein, then Seller’s the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required out-of-pocket expenses are limited to bear during the Contract Term to comply with all of such obligations shall be capped at Twenty-Five Thousand dollars Dollars ($25,000.0025,000) in the aggregate each year per MW of the Term Guaranteed Capacity (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term). 3.6.1. (a) Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. (b) If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. (c) Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoingIf Buyer does not respond to a Notice given by Seller under this Section 3.6 within sixty (60) days after Buyer’s receipt of same, if Buyer, in Buyer shall be deemed to have waived its sole discretion, elects rights to seek CPUC approval before Xxxxx agrees require Seller to reimburse anticipated out-of-pocket expenses that exceed take the Compliance Expenditure Cap or waive Seller’s Actions that are the subject of the Notice, and Seller shall have no further obligation to take such Compliance Actionstake, Buyer may seek CPUC approvaland no liability for any failure to take, during which time period Seller is not obligated to take any these Compliance Actions described in for the Noticeremainder of the Contract Term. 3.6.4. (d) If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. ‌ (a) If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost that could known or reasonably have been contemplated as of the Execution Date to take all actions expected costs to comply with Seller’s obligations under the this Agreement with respect to obtaining obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product pursuant to Sections 3.3, 3.4(b) and maintaining CEC Pre-Certification(c) (any action required to be taken by Seller to comply with such change in Law, CEC Certification or CEC Verificationa “Compliance Action”), then Seller’s the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required out-of-pocket expenses are limited to bear during the Delivery Term to comply with all of such obligations shall be capped at Twenty-Five Thousand dollars Dollars ($25,000.00) per MW of Storage Contract Capacity in aggregate at over the aggregate each year of the Contract Term (the “Compliance Expenditure Cap”) between the Execution Date and the last day of the Term). 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. (b) If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. (c) Buyer will have ninety sixty (9060) days Days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costscosts (including lost production, if any), the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions. If Buyer does not respond to a Notice given by Seller under this Section 3.6 within sixty (60) days after Xxxxx’s receipt of same, or any part thereof for which Xxxxx has not agreed Buyer shall be deemed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in have waived its sole discretion, elects rights to seek CPUC approval before Xxxxx agrees require Seller to reimburse anticipated out-of-pocket expenses that exceed take the Compliance Expenditure Cap or waive Seller’s obligation to take such Actions for the Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions Action(s) described in the Notice. 3.6.4. (d) If Xxxxx 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 Buyer shall reimburse pay Seller for Seller’s actual costs in advance to effect the Compliance Actions, not . Under no circumstances shall Seller be obligated to exceed expend more than the Accepted Compliance Costs. When the Compliance Actions are completed, if the Seller’s actual costs are less than the Accepted Compliance Costs, Seller shall refund the excess to Buyer. Any change in the value of any attributes provided by Seller to Buyer resulting from any change in Law shall not affect the Contract Price or Buyer’s obligation to pay Seller for any attributes delivered.

Compliance Expenditure Cap. If Seller establishes to BuyerAnaheim’s reasonable satisfaction that a change in Applicable Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost (out‐of‐pocket expenses for Compliance Expenditure Cap) that could reasonably have been contemplated as of the Execution Effective Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certificationobtaining, CEC Certification conveying or CEC Verificationeffectuating Anaheim’s use of (as applicable), the items listed in Sections 1.12(a) through Error! Reference source not found., then Seller’s required out-of-pocket out‐ of‐pocket expenses are limited to Twenty-Five Thousand fifty thousand dollars ($25,000.0050,000.00) in the aggregate each year of the Term Year (“Compliance Expenditure Cap”) between the Execution Effective Date and the last day of the Term.: 3.6.1. (a) Obtaining and maintaining CEC Pre‐Certification or CEC Certification and CEC Verification; (b) Green Attributes; Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket out‐of‐pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and Anaheim of such anticipated out-of-pocket out‐of‐pocket expenses. 3.6.3. Buyer Anaheim will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either do any of the following: (a1) agree to reimburse Seller for all or some portion of the costs out‐of‐pocket expenses that exceed the Compliance Expenditure Cap (such Buyer-agreed Anaheim‐agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Anaheim has not agreed to reimburse Seller. Notwithstanding Seller for such amounts that exceed the foregoingCompliance Expenditure Cap, if Buyer, or (3) terminate this Agreement with written Notice to Seller in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse the event that the noticed anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation by fifty-thousand dollars ($50,000) per Term Year; provided Anaheim will not terminate the Agreement if Anaheim and Seller mutually agree in writing within the 60 day Notice period to take such an allocation of the amount in excess of the Compliance Actions, Buyer may seek CPUC approval, during Expenditure Cap between the Parties. Any costs under (3) above in excess of the Compliance Expenditure Cap as to which time period Anaheim agrees to reimburse Seller is not obligated shall be also referred to take any herein as the “Accepted Compliance Actions described in the Notice. 3.6.4Costs”. If Xxxxx Anaheim agrees to reimburse Seller for the Accepted Compliance CostsCosts in excess of the Compliance Expenditure Cap, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Buyer Anaheim shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs. The Public Utilities General Manager, or designee, is authorized to approve (a) Accepted Compliance Costs and/or (b) waive Seller's Compliance Actions between the Compliance Expenditure Cap and below or equal to One Hundred Thousand Dollars ($100,000).

Compliance Expenditure Cap. If Seller establishes to BuyerSCE’s reasonable satisfaction that a change in Applicable Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Effective Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certificationobtaining, CEC Certification conveying or CEC Verificationeffectuating SCE’s use of (as applicable), the items listed in Sections 1.13(a) through (d), then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand one hundred thousand dollars ($25,000.00100,000) in the aggregate each year of the Term Year (“Compliance Expenditure Cap”) between the Execution Effective Date and the last day of the Term.: 3.6.1(a) Obtaining and maintaining CEC Pre-Certification or CEC Certification and Verification Article One -- §1.09 Seller’s Obligations (b) Green Attributes; (c) Capacity Attributes; and (d) Resource Adequacy Benefits (except as set forth in Section 3.01(c)(iv) for Deliverability Network Upgrades). Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and SCE of such anticipated out-of-pocket expenses. 3.6.3. Buyer SCE will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a3) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such BuyerSCE-agreed upon costs, the “Accepted Compliance Costs”), or (b4) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx SCE has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx SCE 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 Buyer SCE shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.. Article One -- §0 Seller’s Obligations

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Effective Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable), the items listed in Sections 3.10 (a), (b) and maintaining CEC Pre-Certification, CEC Certification or CEC Verification(c), then Seller’s the Parties agree that the maximum amount of costs and expenses Seller shall be required out-of-pocket expenses are limited to Twenty-Five Thousand bear during the Delivery Term shall be capped at twenty thousand dollars ($25,000.0020,000.00) in the aggregate each year per MW of the Term Guaranteed Capacity (“Compliance Expenditure Cap”) between the Execution Date ): CEC Certification and the last day of the Term. 3.6.1Verification; Green Attributes; and Capacity Attributes. Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety sixty (9060) days Days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs., within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws Law occurring after the Execution Effective Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the this Agreement that are made subject to this Section 3.12, including with respect to obtaining obtaining, maintaining, conveying or effectuating Buyer’s use of Green Attributes and maintaining CEC Pre-Certification, CEC Certification or CEC VerificationCapacity Attributes (as applicable), then Seller’s the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in bear during the aggregate each year Delivery Term to comply with all of the Term such obligations shall be capped (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term). 3.6.1. (a) Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. (b) If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. (c) Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Buyer’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the foregoingCompliance Actions that are the subject of the Notice, if Buyerand Seller shall have no further obligation to take, in its sole discretionand no liability for any failure to take, elects to seek CPUC approval before Xxxxx such Compliance Actions until such time as Buyer agrees to reimburse anticipated out-of-pocket expenses that exceed the pay such Accepted Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the NoticeCosts. 3.6.4. (d) If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring of law occurs after the Execution Effective Date has increased Sellerthat affects the Product’s cost above the cost that could reasonably have been contemplated as of the Execution Date eligibility to take all actions qualify for or maintain Resource Adequacy, then Seller shall use commercially reasonable efforts to comply with Seller’s obligations under such change of law as necessary to maintain the Agreement with respect Product eligibility described above, subject to obtaining and maintaining CEC Pre-Certificationthe following sentence. Notwithstanding anything to the contrary, CEC Certification or CEC Verification, then Seller’s required the Parties agree that the maximum out-of-pocket costs and expenses are limited (“Compliance Costs”) Seller shall be required to Twenty-Five Thousand dollars bear during the term of this Agreement to comply with all of such obligations shall be capped at $25,000 per MW of Storage Contract Capacity with respect to changes that impact the Product’s eligibility to qualify for or maintain Resource Adequacy ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”). Seller’s internal administrative costs association with obtaining, maintaining, conveying or effectuating, Buyer’s use of (as applicable) between any Product are excluded from the Execution Date and the last day of the Term. 3.6.1Compliance Expenditure Cap. Any actions required for Seller to comply with its obligations set forth in Section 3.6the immediately preceding paragraph, the cost Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3Compliance Costs. Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs., within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller. If Buyer does not pay the Compliance Costs in excess of the Compliance Expenditure Cap, or if it is not possible for Seller to achieve compliance with a change in law through the payment or incurrence of costs, then in each case (i) Seller shall be excused from the corresponding Compliance Actions under this Agreement, (ii) Buyer shall continue to pay Seller under this Agreement without any reduction in revenues that otherwise would result from the change in law, and (iii) with respect to Resource Adequacy, the Guaranteed RA Amount shall be adjusted downward to reflect the effect of the change in law. OBLIGATIONS AND DELIVERIES

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Effective Date has increased would increase Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with any of Seller’s obligations under the this Agreement with respect to obtaining and maintaining CEC Pre-Certificationobtaining, CEC Certification maintaining, conveying, or CEC Verificationeffectuating Buyer’s use of, any Capacity Attributes, then Seller’s the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required out-of-pocket expenses are limited to bear during the Delivery Term to comply with all of such obligations shall be capped at Twenty-Five Thousand dollars Dollars ($25,000.0025,000) in the aggregate each year per MW of the Term Guaranteed Capacity (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term). 3.6.1. (a) Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions”; provided, Compliance Actions shall not require Seller to install any additional MW or MWh of energy storage or generation capacity as a result of any change in Laws occurring after the Effective Date with respect to obtaining, maintaining, conveying, or effectuating Buyer’s use of, any Capacity Attributes.” 3.6.2. (b) If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. (c) Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoingIf Buyer does not respond to a Notice given by Seller under this Section 3.6 within sixty (60) days after Xxxxx’s receipt of same, if Buyer, in Buyer shall be deemed to have waived its sole discretion, elects rights to seek CPUC approval before Xxxxx agrees require Seller to reimburse anticipated out-of-pocket expenses that exceed take the Compliance Expenditure Cap or waive Seller’s Actions that are the subject of the Notice, and Seller shall have no further obligation to take such Compliance Actionstake, Buyer may seek CPUC approvaland no liability for any failure to take, during which time period Seller is not obligated to take any these Compliance Actions described in for the Noticeremainder of the Term. 3.6.4. (d) If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. ‌ If Seller establishes to BuyerAnaheim’s reasonable satisfaction that a change in Applicable Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost (out-of-pocket expenses for Compliance Expenditure Cap) that could reasonably have been contemplated as of the Execution Effective Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certificationobtaining, CEC Certification conveying or CEC Verificationeffectuating Anaheim’s use of (as applicable), the items listed in Sections 1.12(a) through (b), then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand fifty thousand dollars ($25,000.0050,000.00) in the aggregate each year of the Term Year (“Compliance Expenditure Cap”) between the Execution Effective Date and the last day of the Term.: 3.6.1. (a) Obtaining and maintaining CEC Pre-Certification or CEC Certification and CEC Verification; (b) Green Attributes; Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and Anaheim of such anticipated out-of-pocket expenses. 3.6.3. Buyer Anaheim will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either do any of the following: (a1) agree to reimburse Seller for all or some portion of the costs out-of-pocket expenses that exceed the Compliance Expenditure Cap (such BuyerAnaheim-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Anaheim has not agreed to reimburse Seller. Notwithstanding Seller for such amounts that exceed the foregoingCompliance Expenditure Cap, if Buyer, or (3) terminate this Agreement with written Notice to Seller in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse the event that the noticed anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation by fifty-thousand dollars ($50,000) per Term Year; provided Anaheim will not terminate the Agreement if Anaheim and Seller mutually agree in writing within the 60 day Notice period to take such an allocation of the amount in excess of the Compliance Actions, Buyer may seek CPUC approval, during Expenditure Cap between the Parties. Any costs under (3) above in excess of the Compliance Expenditure Cap as to which time period Anaheim agrees to reimburse Seller is not obligated shall be also referred to take any herein as the “Accepted Compliance Actions described in the Notice. 3.6.4Costs”. If Xxxxx Anaheim agrees to reimburse Seller for the Accepted Compliance CostsCosts in excess of the Compliance Expenditure Cap, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Buyer Anaheim shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs. The Public Utilities General Manager, or designee, is authorized to approve (a) Accepted Compliance Costs and/or (b) waive Seller's Compliance Actions between the Compliance Expenditure Cap and below or equal to One Hundred Thousand Dollars ($100,000).

Compliance Expenditure Cap. Seller shall ensure that the Generating Facility Energy and associated RECs qualify as Portfolio Content Category 1 throughout the Delivery Term. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring of law occurs after the Execution Effective Date has increased Sellerthat affects the Generating Facility’s cost above CEC certification, the cost that could reasonably have been contemplated Generating Facility Energy’s (and associated RECs’) qualification as of Portfolio Content Category 1, or the Execution Date Product’s eligibility to take all actions qualify for or maintain Resource Adequacy, then Seller shall use commercially reasonable efforts to comply with Sellersuch change of law as necessary to maintain the Generating Facility’s obligations under CEC certification and Product eligibility described above, subject to the Agreement with respect following sentence. Notwithstanding anything to obtaining and maintaining CEC Pre-Certificationthe contrary, CEC Certification or CEC Verification, then Seller’s required the Parties agree that the maximum out-of-pocket costs and expenses are limited (“Compliance Costs”) Seller shall be required to Twenty-Five Thousand dollars bear during the term of this Agreement to comply with all of such obligations shall be capped at (a) $25,000.0025,000 per MW of Guaranteed Capacity with respect to changes that impact the Generating Facility’s CEC certification or the Generating Facility Energy’s (and associated RECs’) in qualification as Portfolio Content Category 1, and (b) $25,000 per MW of Storage Contract Capacity with respect to changes that impact the aggregate Product’s eligibility to qualify for or maintain Resource Adequacy, each year of to the Term extent as applicable (the “Compliance Expenditure Cap”). Seller’s internal administrative costs association with obtaining, maintaining, conveying or effectuating, Buyer’s use of (as applicable) between any Product are excluded from the Execution Date and the last day of the Term. 3.6.1Compliance Expenditure Cap. Any actions required for Seller to comply with its obligations set forth in Section 3.6the immediately preceding paragraph, the cost Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3Compliance Costs. Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Buyer has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller. If Buyer does not pay the Compliance Costs in excess of the Compliance Expenditure Cap, or if it is not possible for Seller to achieve compliance with a change in law through the payment or incurrence of costs, then in each case (i) Seller shall be excused from the corresponding Compliance Actions under this Agreement, and (ii) Buyer shall continue to pay Seller under this Agreement without any reduction in revenues that otherwise would result from the change in law. OBLIGATIONS AND DELIVERIES .

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.13.7.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.23.7.2. If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses. 3.6.33.7.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.43.7.4. If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

Compliance Expenditure Cap. (i) If Seller establishes to BuyerSCE’s reasonable satisfaction that a change an RA Change in Laws occurring after the Execution Date Law has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verificationoccurred, then Seller’s required out-of-pocket expenses are in connection with any Compliance Actions with respect to such RA Change in Law (and any other RA Changes in Law established to SCE’s reasonable satisfaction) shall be limited to Twenty-Five Thousand [ ] dollars ($25,000.00$ ) {SCE Note: Dollar amount to be provided by SCE based upon the size of the Project} in the aggregate each year of throughout the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the TermDelivery Period. 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. (ii) If Seller reasonably anticipates the need to incur out-of-pocket costs and expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate SCE within sixty (60) days after the expenses incurred up to the Compliance Expenditure Cap and enactment of such RA Change in Law of such anticipated out-of-pocket costs and expenses. 3.6.3, together with an explanation of the RA Change in Law and resulting change to Compliance Actions that would cause the increased costs or expenses. Buyer SCE will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either either: (a1) agree to reimburse Seller for all or or, to the extent such Compliance Actions may be partially accomplished, some portion of the costs and expenses that exceed the Compliance Expenditure Cap (such BuyerSCE-agreed upon costs, the “Accepted Compliance Costs”, and those costs not accepted, the “Rejected Compliance Costs”), or and (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof Actions for which Xxxxx costs exceed the Compliance Expenditure Cap and for which SCE has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.; or

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.14.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.64.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.24.6.2. If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-of- pocket expenses. 3.6.34.6.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice.Notice.‌‌‌ 3.6.44.6.4. If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.13.7.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.23.7.2. If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses. 3.6.33.7.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.43.7.4. If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.64.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Buyer has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx Buyer agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

Compliance Expenditure Cap. If Seller establishes to BuyerAnaheim’s reasonable satisfaction that a change in Applicable Laws occurring after the Execution Effective Date has increased Seller’s cost above the cost (out-of-pocket expenses for Compliance Expenditure Cap) that could reasonably have been contemplated as of the Execution Effective Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certificationobtaining, CEC Certification conveying or CEC Verificationeffectuating Anaheim’s use of (as applicable), the items listed in Sections 1.12(a) through (b), then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand fifty thousand dollars ($25,000.0050,000.00) in the aggregate each year of the Term Year (“Compliance Expenditure Cap”) between the Execution Effective Date and the last day of the Term.: 3.6.1. (a) Obtaining and maintaining CEC Pre-Certification or CEC Certification and CEC Verification; (b) Green Attributes; Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and Anaheim of such anticipated out-of-pocket expenses. 3.6.3. Buyer Anaheim will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either do any of the following: (a1) agree to reimburse Seller for all or some portion of the costs out-of-pocket expenses that exceed the Compliance Expenditure Cap (such BuyerAnaheim-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Anaheim has not agreed to reimburse Seller. Notwithstanding Seller for such amounts that exceed the foregoingCompliance Expenditure Cap, if Buyer, or (3) terminate this Agreement with written Notice to Seller in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse the event that the noticed anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation by fifty-thousand dollars ($50,000) per Term Year; provided Anaheim will not terminate the Agreement if Anaheim and Seller mutually agree in writing within the 60 day Notice period to take such an allocation of the amount in excess of the Compliance Actions, Buyer may seek CPUC approval, during Expenditure Cap between the Parties. Any costs under (3) above in excess of the Compliance Expenditure Cap as to which time period Anaheim agrees to reimburse Seller is not obligated shall be also referred to take any herein as the “Accepted Compliance Actions described in the Notice. 3.6.4Costs”. If Xxxxx Anaheim agrees to reimburse Seller for the Accepted Compliance CostsCosts in excess of the Compliance Expenditure Cap, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Buyer Anaheim shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs. The Public Utilities General Manager, or designee, is authorized to approve (a) Accepted Compliance Costs and/or (b) waive Seller's Compliance Actions between the Compliance Expenditure Cap and below or equal to One Hundred Thousand Dollars ($100,000).

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-CertificationCertif ication, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx bef ore Buyer agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws Law occurring after the Execution Effective Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the this Agreement that are made subject to this Section 3.12, including with respect to obtaining obtaining, maintaining, conveying or effectuating Buyer’s use of Green Attributes and maintaining CEC Pre-Certification, CEC Certification or CEC VerificationCapacity Attributes (as applicable), then Seller’s the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in bear during the aggregate each year Delivery Term to comply with all of the Term such obligations shall be capped at of Guaranteed Capacity (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term). 3.6.1. (a) Any actions required for Seller to comply with its obligations set forth in Section 3.6the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. (b) If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3. (c) Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Buyer’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the foregoingCompliance Actions that are the subject of the Notice, if Buyerand Seller shall have no further obligation to take, in its sole discretionand no liability for any failure to take, elects to seek CPUC approval before Xxxxx such Compliance Actions until such time as Buyer agrees to reimburse anticipated out-of-pocket expenses that exceed the pay such Accepted Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the NoticeCosts. 3.6.4. (d) If Xxxxx 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 Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring of law occurs after the Execution Effective Date has increased Sellerthat affects the Product’s cost above the cost that could reasonably have been contemplated as of the Execution Date eligibility to take all actions qualify for or maintain Resource Adequacy, then Seller shall use commercially reasonable efforts to comply with Seller’s obligations under such change of law as necessary to maintain the Agreement with respect Product eligibility described above, subject to obtaining and maintaining CEC Pre-Certificationthe following sentence. Notwithstanding anything to the contrary, CEC Certification or CEC Verification, then Seller’s required the Parties agree that the maximum out-of-pocket costs and expenses are limited (“Compliance Costs”) Seller shall be required to bear during the term of this Agreement to comply with all of such obligations shall be capped at Twenty-Five Thousand dollars Dollars ($25,000.0025,000) in per MW of Storage Contract Capacity with respect to changes that impact the aggregate each year of Product’s eligibility to qualify for or maintain Resource Adequacy (the Term (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating, Buyer’s use of (as applicable) between any Product are excluded from the Execution Date and the last day of the Term. 3.6.1Compliance Expenditure Cap. Any actions required for Seller to comply with its obligations set forth in Section 3.6the immediately preceding paragraph, the cost Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Action Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and of such anticipated out-of-pocket expenses. 3.6.3Compliance Costs. Buyer will have ninety sixty (9060) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a1) agree to reimburse Seller for all or some portion of the costs Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Buyer has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx 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 Buyer Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs., within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller. If Buyer does not pay the Compliance Costs in excess of the Compliance Expenditure Cap, or if it is not possible for Seller to achieve compliance with a change in law through the payment or incurrence of costs, then in each case (i) Seller shall be excused from the corresponding Compliance Actions under this Agreement, and (ii) Buyer shall continue to pay Seller under this Agreement without any reduction in revenues that otherwise would result from the change in law. OBLIGATIONS AND DELIVERIES

Compliance Expenditure Cap. If Notwithstanding anything to the contrary in this Agreement, the Parties agree that the maximum aggregate amount of Compliance Costs that Seller establishes shall be required to Buyer’s reasonable satisfaction that a change in Laws occurring after incur during the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions Contract Term to comply with Seller’s obligations under the Agreement any such Change in Law shall be capped at forty thousand dollars ($40,000) per MW of Guaranteed Capacity with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) any Change in the aggregate each year of the Term Law (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term. 3.6.1). Any Compliance Cost actions required for Seller to comply with its obligations set forth in Section 3.63.7(a), the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 3.6.2. ” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses. 3.6.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. 3.6.4. If Xxxxx agrees to reimburse pay 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 Buyer shall reimburse pay Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller. If Buyer does not agree to pay the Compliance Costs in excess of the Compliance Expenditure Cap, or if it is not possible for Seller to achieve compliance with a Change in Law through the payment or incurrence of Compliance Costs, then in each case: (i) Seller shall be excused from the corresponding Compliance Actions under this Agreement, (ii) Buyer shall continue to pay Seller under this Agreement without any reduction in revenues that otherwise would result from the Change in Law, and (iii) Seller shall be excused from any obligations, including any RA Shortfall- related obligations, to the extent resulting from the Change in Law; provided, for clarification purposes, (1) Seller shall not be excused from any such obligations that Seller can still perform despite such Change in Law (e.g., if CAISO were to modify the Resource Adequacy Requirements such that a 300 MW installed capacity 4-hour duration storage facility were to qualify for only 200 MW of Resource Adequacy Benefits, Seller would still be obligated to provide to Buyer the Contract Capacity, but would not be assessed 100 MW of RA Shortfall), and (2) Seller shall not be excused from any such obligations to the extent this Agreement is “grandfathered in” with respect to such Change in Law, or the Governmental Authority otherwise reverses its decision with respect to the Facility, such that the Change in Law does not apply to this Agreement or the Facility, as applicable.