Common use of Resource Adequacy Benefits Clause in Contracts

Resource Adequacy Benefits. (a) Seller grants, pledges, assigns and otherwise commits to SCE the Nameplate Contract Capacity in order to contribute to SCE meeting its resource adequacy obligations (including any RAR) under any Resource Adequacy Rulings. (i) Has not used, granted, pledged, assigned or otherwise committed; and (ii) Will not, during the Facility Term use, grant, pledge, assign or otherwise commit, any portion of the Generating Facility to meet the resource adequacy requirements of, or to confer Resource Adequacy Benefits upon, any entity other than SCE. (b) If SCE is not acting as Seller’s Scheduling Coordinator: (i) Seller shall, on a timely basis, submit, or cause Seller’s SC to submit to the ISO, Supply Plans that identify and confirm the Resource Adequacy Benefits of the Generating Facility sold to SCE; (ii) No later than the earlier of: (1) Twenty (20) Business Days after the Power Purchase Agreement Effective Date; or (2) Fifteen (15) Business Days before the relevant deadline for any applicable RAR showing; Seller shall cause Seller’s SC to certify to SCE that the Supply Plan identifies and credits SCE as the holder of all Resource Adequacy Benefits of the Generating Facility for the Facility Term. (iii) Seller shall indemnify and hold harmless SCE from any monetary penalties or fines (including backstop costs) imposed on SCE by the ISO or a Governmental Authority directly attributable to the failure of Seller or Seller’s SC to timely submit Supply Plans that identify SCE’s right to the Resource Adequacy Benefits purchased hereunder; provided that SCE shall use commercially reasonable efforts (not including expending any money for which Seller has not first agreed in writing to reimburse to SCE) to avoid and mitigate any monetary penalties or fines (including backstop costs). Notwithstanding any such failure by Seller or Seller’s SC, Seller’s indemnity obligation shall not exceed the pro rata share of Seller’s Nameplate Contract Capacity relative to the nameplate capacity of generating resources of other Persons on whom SCE relies for meeting its Resource Adequacy Requirements that fail to timely submit Supply Plans, including, if applicable, SCE. If Seller fails to pay those monetary penalties or fines (including backstop costs), or fails to reimburse SCE for those monetary penalties or fines (including backstop costs), then SCE may offset amounts owing to it under this Section 3.02(b)(iii) against any future amounts it may owe to Seller under this Power Purchase Agreement.

Resource Adequacy Benefits. (a) During the Delivery Period, Seller grants, pledges, assigns and otherwise commits to SCE the Nameplate Contract full Capacity of the Project in order for SCE to contribute to SCE meeting meet its resource adequacy obligations (including any RAR) RA Compliance Obligations under any Resource Adequacy Rulings. . Seller represents, warrants and covenants to SCE that Seller (i) Has has not used, granted, pledged, assigned or otherwise committed; and , and (ii) Will not, during the Facility Term will not use, grant, pledge, assign or otherwise commit, commit any portion Capacity of the Generating Facility any Storage Unit to meet the resource adequacy requirements RA Compliance Obligations of, or to confer Resource Adequacy Benefits upon, any entity other than SCE. (b) If SCE is not acting as Seller’s Scheduling Coordinator: (i) Seller shallduring the Delivery Period, on a timely basis, submit, or cause Seller’s SC to submit except to the ISOextent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. Notwithstanding anything to the contrary in this Agreement, Supply Plans the Parties shall take all actions that identify and confirm may be necessary to effect the use of the Resource Adequacy Benefits of the Generating Facility sold Project in accordance with the preceding sentence throughout the Delivery Period; provided, however, that no such action shall require Seller to SCE; modify the Project or to operate the Project in a manner that is inconsistent with the Operating Restrictions. Such actions may include: (i) amending this Agreement and complying with all current and future Tariff provisions and decisions of the CPUC and/or any other Governmental Authority that address Resource Adequacy performance obligations and penalties; (ii) No later than the earlier of: (1) Twenty (20) Business Days after the Power Purchase Agreement Effective Date; or (2) Fifteen (15) Business Days before the relevant deadline for any applicable RAR showing; Seller shall cause Seller’s SC to certify to SCE ensuring that the Supply Plan identifies and credits SCE Project’s Capacity is certified by the CAISO as the holder of all Resource Adequacy Benefits being fully deliverable as of the Generating Facility Initial Delivery Date for the Facility Term. purposes of counting all of the [SCE Note: for a two hour product “RA Contract Capacity”; for a four hour product “Contract Capacity”] towards SCE’s RA Compliance Obligations; and (iii) Seller shall indemnify and hold harmless SCE from executing all documents or instruments; but excluding, in each case, any monetary penalties action which is inconsistent with any Applicable Law or fines (including backstop costs) imposed on SCE by the ISO or a Governmental Authority directly attributable any permit applicable to the failure of Seller or Seller’s SC to timely submit Supply Plans that identify SCE’s right to the Resource Adequacy Benefits purchased hereunder; provided that SCE shall use commercially reasonable efforts (not including expending any money for which Seller has not first agreed in writing to reimburse to SCE) to avoid and mitigate any monetary penalties or fines (including backstop costs). Notwithstanding any such failure by Seller or Seller’s SC, Seller’s indemnity obligation shall not exceed the pro rata share of Seller’s Nameplate Contract Capacity relative to the nameplate capacity of generating resources of other Persons on whom SCE relies for meeting its Resource Adequacy Requirements that fail to timely submit Supply Plans, including, if applicable, SCE. If Seller fails to pay those monetary penalties or fines (including backstop costs), or fails to reimburse SCE for those monetary penalties or fines (including backstop costs), then SCE may offset amounts owing to it under this Section 3.02(b)(iii) against any future amounts it may owe to Seller under this Power Purchase AgreementProject.

Resource Adequacy Benefits. (a) During the Delivery Period, Seller grants, pledges, assigns and otherwise commits to SCE the Nameplate Contract full Capacity of the Project in order for SCE to contribute to SCE meeting meet its resource adequacy obligations (including any RAR) RA Compliance Obligations under any Resource Adequacy Rulings. . Seller represents, warrants and covenants to SCE that Seller (i) Has has not used, granted, pledged, assigned or otherwise committed; and , and (ii) Will not, during the Facility Term will not use, grant, pledge, assign or otherwise commit, commit any portion Capacity of the any Generating Facility Unit to meet the resource adequacy requirements RA Compliance Obligation of, or to confer Resource Adequacy Benefits upon, any entity other than SCE. (b) If SCE is not acting as Seller’s Scheduling Coordinator: (i) Seller shallduring the Delivery Period, on a timely basis, submit, or cause Seller’s SC to submit except to the ISOextent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. Notwithstanding anything to the contrary in this Agreement, Supply Plans the Parties shall take all actions that identify and confirm may be necessary to effect the use of the Resource Adequacy Benefits of the Generating Facility sold Project in accordance with the preceding sentence throughout the Delivery Period; provided, however, that no such action shall require Seller to SCE; modify the Project or to operate the Project in a manner that is inconsistent with the Operating Restrictions. Such action shall include: (i) amending this Agreement and complying with all current and future Tariff provisions and decisions of the CPUC and/or any other Governmental Authority that address Resource Adequacy performance obligations and penalties; (ii) No later than the earlier of: (1) Twenty (20) Business Days after the Power Purchase Agreement Effective Date; or (2) Fifteen (15) Business Days before the relevant deadline for any applicable RAR showing; Seller shall cause Seller’s SC to certify to SCE ensuring that the Supply Plan identifies and credits SCE Project’s Capacity is certified by the CAISO as the holder of all Resource Adequacy Benefits being fully deliverable as of the Generating Facility Initial Delivery Date for the Facility Term. purposes of counting all of the Contract Capacity towards SCE’s RA Compliance Obligations; and (iii) Seller shall indemnify and hold harmless SCE from executing all documents or instruments; but excluding, in each case, any monetary penalties action which is inconsistent with any Applicable Law or fines (including backstop costs) imposed on SCE by the ISO or a Governmental Authority directly attributable any permit applicable to the failure of Seller or Seller’s SC to timely submit Supply Plans that identify SCE’s right to the Resource Adequacy Benefits purchased hereunder; provided that SCE shall use commercially reasonable efforts (not including expending any money for which Seller has not first agreed in writing to reimburse to SCE) to avoid and mitigate any monetary penalties or fines (including backstop costs). Notwithstanding any such failure by Seller or Seller’s SC, Seller’s indemnity obligation shall not exceed the pro rata share of Seller’s Nameplate Contract Capacity relative to the nameplate capacity of generating resources of other Persons on whom SCE relies for meeting its Resource Adequacy Requirements that fail to timely submit Supply Plans, including, if applicable, SCE. If Seller fails to pay those monetary penalties or fines (including backstop costs), or fails to reimburse SCE for those monetary penalties or fines (including backstop costs), then SCE may offset amounts owing to it under this Section 3.02(b)(iii) against any future amounts it may owe to Seller under this Power Purchase AgreementProject.

Resource Adequacy Benefits. (a) Seller grants, pledges, assigns assigns, and otherwise commits to SCE the Nameplate Contract full Capacity of each DR Resource in order for SCE to contribute to SCE meeting meet its resource adequacy obligations Resource Adequacy Requirement (including any “RAR”) and, if applicable, local RAR under any Resource Adequacy Rulings. . Seller represents, warrants, and covenants to SCE that Seller (ia) Has has not used, granted, pledged, assigned assigned, or otherwise committed; and and (iib) Will not, during the Facility Term will not use, grant, pledge, assign assign, or otherwise commit, commit any portion Capacity of the Generating Facility any DR Resource to meet the resource adequacy requirements RAR or local RAR of, or to confer Resource Adequacy Benefits upon, any entity other than SCE during the Term. The Parties shall take all actions (including amending this Agreement and complying with all current and future tariff provisions and decisions of the Commission and/or any other governmental authority that address Resource Adequacy performance obligations and penalties) and execute all documents or instruments necessary to effect the use of the Resource Adequacy Benefits of each DR Resource for SCE’s sole benefit throughout the Term. (b) If SCE is the DR Resources will not acting as Seller’s Scheduling Coordinator: (i) be available to provide the Contract Capacity in the full amount for any RAR or Local RAR showing for the Delivery Period, Seller shall, on a timely basis, submit, or cause Seller’s SC to submit to the ISO, Supply Plans that identify and confirm the Resource Adequacy Benefits of the Generating Facility sold to SCE; (ii) No no later than the earlier of: of (1a) Twenty twenty (20) Business Days after the Power Purchase Agreement Effective Date; or loss of any Contract Capacity, or (2b) Fifteen fifteen (15) Business Days before the relevant deadline for any applicable such RAR or local RAR showing; Seller shall cause Seller’s SC to certify to SCE that the Supply Plan identifies and credits SCE as the holder of all Resource Adequacy Benefits , notify Buyer of the Generating Facility for the Facility TermCapacity of each DR Resource which can be included in such showing. (iiic) At any time after the Effective Date, if SCE enters into any demand response resource purchase agreement or similar agreement that provides a seller with more favorable terms and conditions than the terms and conditions of this section, then Seller shall indemnify and hold harmless SCE from any monetary penalties or fines (including backstop costs) imposed on SCE by have the ISO or a Governmental Authority directly attributable to the failure of Seller or Seller’s SC to timely submit Supply Plans that identify SCE’s right to avail itself of such terms and conditions as if the Resource Adequacy Benefits purchased hereunder; provided that SCE shall use commercially reasonable efforts (not including expending any money for which Seller has not first agreed in writing to reimburse to SCE) to avoid and mitigate any monetary penalties or fines (including backstop costs). Notwithstanding any such failure by Seller or Seller’s SC, Seller’s indemnity obligation shall not exceed the pro rata share of Seller’s Nameplate Contract Capacity relative to the nameplate capacity of generating resources of other Persons on whom SCE relies for meeting its Resource Adequacy Requirements that fail to timely submit Supply Plans, including, if applicable, SCE. If Seller fails to pay those monetary penalties or fines (including backstop costs), or fails to reimburse SCE for those monetary penalties or fines (including backstop costs), then SCE may offset amounts owing to it under same were written into this Section 3.02(b)(iii) against any future amounts it may owe to Seller under this Power Purchase Agreementsection.

Resource Adequacy Benefits. The Parties agree that the Compliance Costs that Seller shall be required to incur shall not exceed 1% of the Expected Annual Net Energy Production multiplied by the Product Price in the aggregate each Term Year (a“Compliance Expenditure Cap”) between the Effective Date and the last day of the Term. Any actions required for Seller grantsto comply with its obligations set forth in the first paragraph above, pledges, assigns shall be referred to individually as a "Compliance Action" and otherwise commits collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to SCE incur Compliance Costs in excess of the Nameplate Contract Capacity Compliance Expenditure Cap in order to contribute take any Compliance Action, Seller shall provide Notice ("Initial Compliance Costs Notice") to SCE meeting its resource adequacy obligations Anaheim of such anticipated Compliance Costs. Anaheim will have sixty (including any RAR60) under any Resource Adequacy Rulings. days to evaluate such Initial Compliance Costs Notice and if Seller's representation in the Initial Compliance Costs Notice are reasonably acceptable to Anaheim then (i) Has not usedAnaheim shall reimburse Seller for all Compliance Costs associated with one or more Compliance Actions, grantedthat exceed the Compliance Expenditure Cap, pledged, assigned but the Compliance Costs of those Compliance Actions are below or otherwise committedequal to 2% of the Expected Annual Net Energy Production multiplied by the Product Price in the aggregate per Term Year ("Anaheim Compliance Expenditure Cap"); and and/or (ii) Will notEach Party shall pay half of all Compliance Costs associated with one or more Compliance Actions, during that exceed the Facility Term useAnaheim Compliance Expenditure Cap, grant, pledge, assign but the Compliance Costs of those Compliance Actions are below or otherwise commit, any portion equal to 4% of the Generating Facility Expected Annual Net Energy Production multiplied by the Product Price in the aggregate per Term Year ("Shared Compliance Expenditure Cap"). If Seller reasonably anticipates Compliance Costs to meet exceed the resource adequacy requirements ofamounts set forth in the Initial Compliance Costs Notice or any Subsequent Compliance Costs Notice, or Seller shall provide a subsequent Notice ("Subsequent Compliance Costs Notice") to confer Resource Adequacy Benefits upon, any entity other than SCE. Anaheim of such anticipated increase in Compliance Costs. The Initial Compliance Costs Notice and the Subsequent Compliance Costs Notice shall be referred collectively herein as "Compliance Costs Notice". Anaheim will have sixty (b60) If SCE is not acting as days to evaluate such Subsequent Compliance Costs Notice and if Seller’s Scheduling Coordinator: 's representation in the Subsequent Compliance Costs Notice are reasonably acceptable to Anaheim then (i) if applicable, Anaheim shall reimburse Seller shallfor all Compliance Costs associated with one or more Compliance Actions, on a timely basisthat exceed the last Compliance Costs Notice, submit, but are below or cause Seller’s SC to submit to equal the ISO, Supply Plans that identify and confirm the Resource Adequacy Benefits of the Generating Facility sold to SCE; Anaheim Compliance Expenditure Cap; and/or (ii) No later than if applicable, each Party shall pay half of all Compliance Costs associated with one or more Compliance Actions, that exceed the earlier of: last Compliance Costs Notice above the Anaheim Compliance Expenditure Cap, but the Compliance Costs of those Compliance Actions are below or equal to Shared Compliance Expenditure Cap. If Seller reasonably anticipates that Compliance Costs will exceed the Shared Compliance Expenditure Cap, in order to take any Compliance Action, Seller shall provide Notice to Anaheim of such anticipated Compliance Costs. Thereafter, the Parties shall meet in good faith to negotiate an allocation of Compliance Costs above the Shared Compliance Expenditure Cap. If the Parties cannot agree to the an allocation of these Compliance Costs within one hundred and eighty (1180) Twenty (20) Business Days days of the Notice, either Party may terminate this Agreement in writing immediately after the Power Purchase Agreement Effective Date; or expiration of this one hundred and eighty (2180) Fifteen (15) Business Days before day period. Such a termination shall not constitute an Event of Default and therefore not result in the relevant deadline for any applicable RAR showing; payment of a Termination Payment. Any costs in excess of the Compliance Expenditure Cap as to which Anaheim agrees to reimburse Seller shall cause be also referred to herein as “Accepted Compliance Costs”. If Anaheim agrees to reimburse Seller for the Accepted Compliance Costs 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 Anaheim shall reimburse Seller for Seller’s SC actual Compliance Costs above the Compliance Expenditure Cap to certify effect the Compliance Actions, not to SCE that exceed the Supply Plan identifies Accepted Compliance Costs within forty-five (45) days of submittal of a written invoice and credits SCE as supporting written documentation from Seller. During any period requiring Compliance Actions, Anaheim shall not be obligated to pay the holder of all Resource Adequacy Benefits Green Attribute component of the Generating Facility for Product Price unless the Facility Term. (iii) Seller shall indemnify and hold harmless SCE from any monetary penalties Product meets the requirements of Section Two.7. The Public Utilities General Manager, or fines (including backstop costs) imposed on SCE by designee, is authorized to approve Accepted Compliance Costs, except that in the ISO or a Governmental Authority directly attributable to case of Section Two.12(e), the failure authority of Seller or Seller’s SC to timely submit Supply Plans that identify SCE’s right to the Resource Adequacy Benefits purchased hereunder; provided that SCE shall use commercially reasonable efforts (not including expending any money for which Seller has not first agreed in writing to reimburse to SCE) to avoid and mitigate any monetary penalties or fines (including backstop costs). Notwithstanding any such failure by Seller or Seller’s SC, Seller’s indemnity obligation Public Utilities General Manager shall not exceed the pro rata share Shared Compliance Expenditure Cap by 6% of Seller’s Nameplate Contract Capacity relative the Expected Annual Net Energy Production multiplied by the Product Price in the aggregate per Term Year. TERM AND CONDITIONS PRECEDENT; TERMINATION This Agreement becomes effective on the Effective Date. Upon the execution and delivery of this Agreement, each Party acknowledges receipt of the following items: Signing authority consisting of evidence of authority, incumbency and specimen signature of each person executing the Agreement or any other document on its behalf in connection with the Agreement; and Certified copies of resolutions of the Board of Directors, relevant committees, and, in the case of Anaheim, certified copies of the City Council Agenda Minutes, showing that the Party is authorized to execute and deliver this Agreement and to perform its obligations under the nameplate capacity of generating resources of other Persons on whom SCE relies for meeting its Resource Adequacy Requirements that fail to timely submit Supply Plans, including, if applicable, SCE. If Seller fails to pay those monetary penalties or fines (including backstop costs), or fails to reimburse SCE for those monetary penalties or fines (including backstop costs), then SCE may offset amounts owing to it under this Section 3.02(b)(iii) against any future amounts it may owe to Seller under this Power Purchase Agreement.

Resource Adequacy Benefits. (a) Seller grants, pledges, assigns assigns, and otherwise commits to SCE the Nameplate Contract full Capacity of each DR Resource in order for SCE to contribute to SCE meeting meet its resource adequacy obligations Resource Adequacy Requirement (including any “RAR”) and, if applicable, local RAR under any Resource Adequacy Rulings. . Seller represents, warrants, and covenants to SCE that Seller (ia) Has has not used, granted, pledged, assigned assigned, or otherwise committed; and and (iib) Will not, during the Facility Term will not use, grant, pledge, assign assign, or otherwise commit, commit any portion Capacity of the Generating Facility any DR Resource to meet the resource adequacy requirements RAR or local RAR of, or to confer Resource Adequacy Benefits upon, any entity other than SCE during the Term. The Parties shall take all actions (including amending this Agreement and complying with all current and future tariff provisions and decisions of the Commission and/or any other governmental authority that address Resource Adequacy performance obligations and penalties) and execute all documents or instruments necessary to effect the use of the Resource Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. Adequacy Benefits of each DR Resource for SCE’s sole benefit throughout the Term. (b) If SCE is the DR Resources will not acting as Seller’s Scheduling Coordinator: (i) be available to provide the Contract Capacity in the full amount for any RAR or Local RAR showing for the Delivery Period, Seller shall, on a timely basis, submit, or cause Seller’s SC to submit to the ISO, Supply Plans that identify and confirm the Resource Adequacy Benefits of the Generating Facility sold to SCE; (ii) No no later than the earlier of: of (1a) Twenty twenty (20) Business Days after the Power Purchase Agreement Effective Date; or loss of any Contract Capacity, or (2b) Fifteen fifteen (15) Business Days before the relevant deadline for any applicable such RAR or local RAR showing; Seller shall cause Seller’s SC to certify to SCE that the Supply Plan identifies and credits SCE as the holder of all Resource Adequacy Benefits , notify Buyer of the Generating Facility for the Facility TermCapacity of each DR Resource which can be included in such showing. (iii) Seller shall indemnify and hold harmless SCE from any monetary penalties or fines (including backstop costs) imposed on SCE by the ISO or a Governmental Authority directly attributable to the failure of Seller or Seller’s SC to timely submit Supply Plans that identify SCE’s right to the Resource Adequacy Benefits purchased hereunder; provided that SCE shall use commercially reasonable efforts (not including expending any money for which Seller has not first agreed in writing to reimburse to SCE) to avoid and mitigate any monetary penalties or fines (including backstop costs). Notwithstanding any such failure by Seller or Seller’s SC, Seller’s indemnity obligation shall not exceed the pro rata share of Seller’s Nameplate Contract Capacity relative to the nameplate capacity of generating resources of other Persons on whom SCE relies for meeting its Resource Adequacy Requirements that fail to timely submit Supply Plans, including, if applicable, SCE. If Seller fails to pay those monetary penalties or fines (including backstop costs), or fails to reimburse SCE for those monetary penalties or fines (including backstop costs), then SCE may offset amounts owing to it under this Section 3.02(b)(iii) against any future amounts it may owe to Seller under this Power Purchase Agreement.

Resource Adequacy Benefits. (a) Seller grants, pledges, assigns assigns, and otherwise commits to SCE the Nameplate full Contract Capacity in order to contribute to SCE meeting its resource adequacy obligations (including any RAR) under any Resource Adequacy Rulings. (i) Has not used, granted, pledged, assigned or otherwise committed; and (ii) Will not, during the Facility Term use, grant, pledge, assign or otherwise commit, any portion of the Generating Facility to meet the resource adequacy requirements of, or to confer DR Resource and all Resource Adequacy Benefits uponassociated with the DR Resource in order for SCE to meet its Compliance Obligations. The Parties shall take all actions (including amending this Agreement and complying with all current and future CAISO Tariff provisions and decisions of the Commission, CAISO, and or any entity other than SCE. (b) If SCE is not acting as Seller’s Scheduling Coordinator: (i) Seller shallGovernmental Body that address resource adequacy performance obligations and penalties), on a timely basisand execute all documents or instruments necessary, submit, or cause Seller’s SC to submit to effect the ISO, Supply Plans that identify and confirm use of the Resource Adequacy Benefits of the Generating Facility sold DR Resource for SCE’s sole benefit throughout the Delivery Period. In the event that SCE is required to SCE; report any of the information described in the following subsections (i) or (ii) No pursuant to the CAISO Tariff, the CPUC Decisions or any applicable law, SCE will inform Seller of such fact and thereafter: If the DR Resource will not be available to provide the full amount of Resource Adequacy Benefits associated with the Contract Capacity or not be able to provide flexible Capacity Attributes equal to the Effective Flexible Capacity in each case for any Compliance Showing during the Delivery Period, Seller shall, no later than the earlier of: of (1y) Twenty twenty (20) Business Days after the Power Purchase Agreement Effective Date; or loss of any Contract Capacity, or (2z) Fifteen fifteen (15) Business Days before the relevant deadline deadlines for such Compliance Showing, notify SCE of the amount of capacity of the DR Resource which can be included in such Compliance Showing; and In the event the DR Resource will not be able to provide flexible Capacity Attributes equal to the Effective Flexible Capacity for any applicable RAR showing; Compliance Showing, Seller agrees to notify SCE of the amount of Inflexible Capacity which may be included in such Compliance Showing. Measurement and Evaluation of the DR Resource Seller agrees, and shall cause Seller’s SC to certify to SCE that the Supply Plan identifies and credits SCE as the holder of all Resource Adequacy Benefits of the Generating Facility for the Facility Term. (iii) Seller shall indemnify and hold harmless SCE from any monetary penalties or fines (including backstop costs) imposed on SCE by the ISO or a Governmental Authority directly attributable to the failure of Seller or Seller’s SC to timely submit Supply Plans that identify SCE’s right to the Resource Adequacy Benefits purchased hereunder; provided that SCE shall use commercially reasonable efforts (not including expending any money for which Seller has not first agreed in writing to reimburse to SCE) to avoid and mitigate any monetary penalties or fines (including backstop costs). Notwithstanding any such failure by Seller or Seller’s SC, Seller’s indemnity obligation shall not exceed the pro rata share each Recruited Account of Seller’s Nameplate Contract Capacity relative portfolio to agree, to (a) allow SCE, the Commission, and/or the CEC, and the authorized representatives of such entities, reasonable access to Seller’s and the Recruited Account’s facilities to conduct measurement and evaluation activities related to this Agreement; and (b) participate in and complete all evaluation surveys received from SCE, the Commission and/or the CEC related to this Agreement. Limitation of Liability for Seller Service SCE has no obligations to any person or entity that is, or may participate as, a Recruited Account or Participating Account with Seller. Release of Customer-Specific Usage or Meter Data SCE shall, to the nameplate capacity extent available and permitted by applicable law or regulations, provide specific information, usage, and/or meter data of generating resources of other Persons on whom SCE relies for meeting its Resource Adequacy Requirements that fail a Customer to timely submit Supply Plans, includingSeller, if applicable, SCESeller provides to SCE written authorization from such Customer to release such information. If Seller fails Such written authorization must be provided in a form acceptable to pay those monetary penalties or fines (including backstop costs), or fails SCE in its sole discretion. In the event SCE is unable to reimburse SCE for those monetary penalties or fines (including backstop costs), then SCE may offset amounts owing to it provide the information contemplated under this Section 3.02(b)(iii) against section for any future amounts it may owe reason, Seller shall be responsible for obtaining such information at its sole cost and expense. SCE has no obligation to verify the accuracy of any information provided to Seller under hereunder. Customer Inquiries All inquiries concerning Seller's services shall be directed to Seller. Regulatory Changes In Rulemaking 00-00-000, the Commission is considering issues regarding “direct participation” through the bidding of demand response resources directly into the CAISO markets. To the extent such direct participation rules become final during the Term of this Power Purchase Agreement, the Parties agree to negotiate in good faith to consider amendments to this Agreement consistent with any final Commission rules regarding direct participation.

Resource Adequacy Benefits. (a) Seller grants, pledges, assigns assigns, and otherwise commits to SCE the Nameplate full Contract Capacity in order to contribute to SCE meeting its resource adequacy obligations (including any RAR) under any Resource Adequacy Rulings. (i) Has not used, granted, pledged, assigned or otherwise committed; and (ii) Will not, during the Facility Term use, grant, pledge, assign or otherwise commit, any portion of the Generating Facility to meet the resource adequacy requirements of, or to confer DR Resource and all Resource Adequacy Benefits uponassociated with the DR Resource and Project in order for SCE to meet its Compliance Obligations. The Parties shall take all actions (including amending this Agreement and complying with all current and future CAISO Tariff provisions and decisions of the Commission, CAISO, and or any entity other than SCE. (b) If SCE is not acting as Seller’s Scheduling Coordinator: (i) Seller shallGovernmental Body that address resource adequacy performance obligations and penalties), on a timely basisand execute all documents or instruments necessary, submit, or cause Seller’s SC to submit to effect the ISO, Supply Plans that identify and confirm use of the Resource Adequacy Benefits of the Generating Facility sold DR Resource and Project for SCE’s sole benefit throughout the Delivery Period. In the event that SCE is required to SCE; report any of the information described in the following subsections (i) or (ii) No pursuant to the CAISO Tariff, the CPUC Decisions or any Applicable Law, SCE will inform Seller of such fact and thereafter: If the DR Resource or Project will not be available to provide the full amount of Resource Adequacy Benefits associated with the Contract Capacity or not be able to provide flexible Capacity Attributes equal to the Effective Flexible Capacity in each case for any Compliance Showing during the Delivery Period, Seller shall, no later than the earlier of: of (1y) Twenty twenty (20) Business Days after the Power Purchase Agreement Effective Date; or loss of any Contract Capacity, or (2z) Fifteen fifteen (15) Business Days before the relevant deadline deadlines for such Compliance Showing, notify SCE of the amount of capacity of the DR Resource or Project which can be included in such Compliance Showing; and In the event the DR Resource will not be able to provide flexible Capacity Attributes equal to the Effective Flexible Capacity for any applicable RAR showing; Compliance Showing, Seller shall cause agrees to notify SCE of the amount of Inflexible Capacity which may be included in such Compliance Showing. Measurement and Evaluation of the DR Resource Seller agrees, to (a) allow SCE, the Commission, and/or the CEC, and the authorized representatives of such entities, reasonable access to Seller’s SC and the Participating Account’s facilities to certify conduct measurement and evaluation activities related to SCE that this Agreement; and (b) participate in and complete all evaluation surveys received from SCE, the Supply Plan identifies Commission and/or the CEC related to this Agreement. Insurance Requirements. Throughout the Term and credits SCE for such additional periods as may be specified below, Seller shall, at its own expense, provide and maintain in effect the holder insurance policies and minimum limits of all Resource Adequacy Benefits coverage specified below, and such additional coverage as may be required by Applicable Law, with insurance companies which are authorized to do business in the state in which the services are to be performed and which have an A.M. Best’s Insurance Rating of the Generating Facility for the Facility Term. (iii) not less than A-:VII. The minimum insurance requirements specified herein do not in any way limit or relieve Seller shall indemnify and hold harmless SCE from of any monetary penalties or fines (including backstop costs) imposed on SCE by the ISO or a Governmental Authority directly attributable to the failure of Seller or Seller’s SC to timely submit Supply Plans that identify SCE’s right to the Resource Adequacy Benefits purchased hereunder; provided that SCE shall use commercially reasonable efforts (obligation assumed elsewhere in this Agreement, including, but not including expending any money for which Seller has not first agreed in writing to reimburse to SCE) to avoid and mitigate any monetary penalties or fines (including backstop costs). Notwithstanding any such failure by Seller or Seller’s SClimited to, Seller’s defense and indemnity obligation obligations. Workers’ Compensation Insurance with the statutory limits required by the state having jurisdiction over Seller’s employees; Employer’s Liability Insurance with limits of not less than: Bodily injury by accident – One Million dollars ($1,000,000) each accident Bodily injury by disease – One Million dollars ($1,000,000) policy limit Bodily injury by disease – One Million dollars ($1,000,000) each employee Commercial General Liability Insurance (which, except with the prior written consent of SCE and subject to Sections 10.3(c)(i) and (ii) below, shall be written on an “occurrence,” not exceed a “claims-made” basis), covering all operations by or on behalf of Seller arising out of or connected with this Agreement, including coverage for bodily injury, broad form property damage, personal and advertising injury, products/completed operations, and contractual liability. Such insurance shall bear a combined single limit per occurrence and annual aggregate of not less than [TBD (or) $1,000,000, per occurrence and $2,000,000 annual aggregate], exclusive of defense costs, for all coverages. Such insurance shall contain standard cross-liability and severability of interest provisions and no explosion, collapse, or underground exclusions. If Seller elects, with SCE’s written concurrence, to use a “claims made” form of Commercial General Liability Insurance, then the pro rata share following additional requirements apply: The retroactive date of the policy must be prior to the Effective Date; and Either the coverage must be maintained for a period of not less than three (3) years after the Agreement terminates, or the policy must provide for a supplemental extended reporting period of not less than three (3) years after this Agreement terminates. Commercial Automobile Liability Insurance covering bodily injury and property damage with a combined single limit of not less than One Million dollars ($1,000,000) per occurrence. Such insurance shall cover liability arising out of Seller’s Nameplate Contract Capacity relative to the nameplate capacity use of generating resources of other Persons on whom SCE relies for meeting its Resource Adequacy Requirements that fail to timely submit Supply Plans, including, all owned (if applicable, SCE. If Seller fails to pay those monetary penalties or fines (including backstop costsany), or fails to reimburse SCE for those monetary penalties or fines (including backstop costs), then SCE may offset amounts owing to it under this Section 3.02(b)(iii) against any future amounts it may owe to Seller under this Power Purchase non-owned and hired automobiles in the performance of the Agreement.