Common use of Resource Adequacy Benefits Clause in Contracts

Resource Adequacy Benefits. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 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 provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such SCE-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which SCE has not agreed to reimburse Seller. If 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 SCE shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs. *** End of ARTICLE ONE ***

Resource Adequacy Benefits. Any actions required During the Delivery Period, Seller grants, pledges, assigns and otherwise commits to SCE the full Capacity of the Project in order for SCE to meet its RA Compliance Obligations under any Resource Adequacy Rulings. Seller represents, warrants and covenants to comply with its obligations set forth SCE that Seller (i) has not used, granted, pledged, assigned or otherwise committed, and (ii) will not use, grant, pledge, assign or otherwise commit any Capacity of any Generating Unit to meet the RA Compliance Obligation of, or confer Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent 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 the first paragraph abovethis Agreement, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 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 provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such SCE-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which SCE has not agreed to reimburse Seller. If SCE agrees to reimburse Seller for the Accepted Compliance Costs, then Seller Parties shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and SCE shall reimburse Seller for Seller’s actual costs all actions that may be necessary to effect the use of the Resource Adequacy Benefits of the Project in accordance with the preceding sentence throughout the Delivery Period; provided, however, that no such action shall require Seller to 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) ensuring that the Project’s Capacity is certified by the CAISO as being fully deliverable as of the Initial Delivery Date for the purposes of counting all of the Contract Capacity towards SCE’s RA Compliance ActionsObligations; and (iii) executing all documents or instruments; but excluding, not in each case, any action which is inconsistent with any Applicable Law or any permit applicable to exceed the Accepted Compliance Costs. *** End of ARTICLE ONE ***Project.

Resource Adequacy Benefits. Any actions required During the Delivery Period, Seller grants, pledges, assigns and otherwise commits to SCE the full Capacity of the Project in order for SCE to meet its RA Compliance Obligations under any Resource Adequacy Rulings. Seller represents, warrants and covenants to comply with its obligations set forth SCE that Seller (i) has not used, granted, pledged, assigned or otherwise committed, and (ii) will not use, grant, pledge, assign or otherwise commit any Capacity of any Storage Unit to meet the RA Compliance Obligations of, or confer Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent 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 the first paragraph abovethis Agreement, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 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 provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such SCE-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which SCE has not agreed to reimburse Seller. If SCE agrees to reimburse Seller for the Accepted Compliance Costs, then Seller Parties shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and SCE shall reimburse Seller for Seller’s actual costs all actions that may be necessary to effect the use of the Resource Adequacy Benefits of the Project in accordance with the preceding sentence throughout the Delivery Period; provided, however, that no such action shall require Seller to 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) ensuring that the Project’s Capacity is certified by the CAISO as being fully deliverable as of the Initial Delivery Date for the 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 ActionsObligations; and (iii) executing all documents or instruments; but excluding, not in each case, any action which is inconsistent with any Applicable Law or any permit applicable to exceed the Accepted Compliance Costs. *** End of ARTICLE ONE ***Project.

Resource Adequacy Benefits. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 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 provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such SCE-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which SCE has not agreed to reimburse Seller. If 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 SCE shall reimburse Seller for Seller’s actual costs The contents of this document are subject to effect the Compliance Actions, not to exceed the Accepted Compliance Costs. *** End of ARTICLE ONE ***restrictions on disclosure as set forth herein.

Resource Adequacy Benefits. Any Seller grants, pledges, assigns, and otherwise commits to SCE the full Contract Capacity of the DR Resource and all Resource Adequacy Benefits associated 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 other Governmental Body 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 the DR Resource for SCE’s sole benefit throughout the Delivery Period. In the event that SCE is required for Seller to comply with its obligations set forth report any of the information described in the first paragraph abovefollowing subsections (i) or (ii) pursuant to the CAISO Tariff, the cost 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 (y) twenty (20) Business Days after the loss of any Contract Capacity, or (z) fifteen (15) Business Days before the relevant deadlines for such Compliance Showing, notify SCE of the amount of capacity of the DR Resource which will 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 Compliance Expenditure CapShowing, 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 each Recruited Account of Seller’s 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 extent available and permitted by applicable law or regulations, provide specific information, usage, and/or meter data of a Customer to Seller, if Seller provides to SCE written authorization from such Customer to release such information. Such written authorization must be provided in a form acceptable to SCE in its sole discretion. In the event SCE is unable to provide the information contemplated under this section for any reason, Seller shall be referred to collectively as the “Compliance Actions.” 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 provide Notice to SCE of responsible for obtaining such anticipated out-of-pocket expensesinformation at its sole cost and expense. SCE will have sixty (60) days has no obligation to evaluate verify the accuracy of any information provided to Seller 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 Notice (direct participation rules become final during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shallTerm of this Agreement, within such time, either (1) the Parties agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such SCE-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation negotiate in good faith to take such Compliance Actions, or consider amendments to this Agreement consistent with any part thereof for which SCE has not agreed to reimburse Seller. If 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 SCE shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs. *** End of ARTICLE ONE ***final Commission rules regarding direct participation.

Resource Adequacy Benefits. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 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 provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such SCE-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which SCE has not agreed to reimburse Seller. If 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 SCE shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs. *** End of ARTICLE ONE **** The contents of this document are subject to restrictions on disclosure as set forth herein. Article One -- §1.11 Special Conditions

Resource Adequacy Benefits. Any Seller grants, pledges, assigns, and otherwise commits to SCE the full Contract Capacity of the DR Resource and all Resource Adequacy Benefits associated 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 other Governmental Body 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 the DR Resource and Project for SCE’s sole benefit throughout the Delivery Period. In the event that SCE is required for Seller to comply with its obligations set forth report any of the information described in the first paragraph abovefollowing subsections (i) or (ii) pursuant to the CAISO Tariff, the cost 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 (y) twenty (20) Business Days after the loss of any Contract Capacity, or (z) fifteen (15) Business Days before the relevant deadlines for such Compliance Showing, notify SCE of the amount of capacity of the DR Resource or Project which will 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 Compliance Expenditure CapShowing, 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, to (a) allow SCE, the Commission, and/or the CEC, and the authorized representatives of such entities, reasonable access to Seller’s and the Participating 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. Insurance Requirements. Throughout the Term and for such additional periods as may be specified below, Seller shall, at its own expense, provide and maintain in effect the insurance policies and minimum limits of 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 not less than A-:VII. The minimum insurance requirements specified herein do not in any way limit or relieve Seller of any obligation assumed elsewhere in this Agreement, including, but not limited to, Seller’s defense and indemnity 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 referred to collectively as the written on an “Compliance Actions.occurrence,” not 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 reasonably anticipates elects, with SCE’s written concurrence, to use a “claims made” form of Commercial General Liability Insurance, then the need to incur out-of-pocket expenses in excess following additional requirements apply: The retroactive date of the Compliance Expenditure Cap in order policy must be prior to take any Compliance Action Seller 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 provide Notice to SCE cover liability arising out of such anticipated outSeller’s use of all owned (if any), non-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described owned and hired automobiles in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion performance of the costs that exceed the Compliance Expenditure Cap (such SCE-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which SCE has not agreed to reimburse Seller. If 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 SCE shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs. *** End of ARTICLE ONE ***Agreement.

Resource Adequacy Benefits. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” 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 provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such SCE-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which SCE has not agreed to reimburse Seller. If SCE agrees The contents of this document are subject to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs restrictions on disclosure as agreed upon by the Parties and SCE shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs. *** End of ARTICLE ONE ***set forth herein.

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 (“Compliance Expenditure Cap”) between the Effective Date and the last day of the Term. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to individually as a "Compliance Action" and collectively as the “Compliance Actions.” 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 provide Notice ("Initial Compliance Costs Notice") to SCE Anaheim of such anticipated out-of-pocket expensesCompliance Costs. SCE Anaheim will have sixty (60) days to evaluate such Initial Compliance Costs Notice (during which time period Seller is not obligated to take any Compliance Actions described and if Seller's representation in the NoticeInitial Compliance Costs Notice are reasonably acceptable to Anaheim then (i) and shall, within such time, either (1) agree to Anaheim shall reimburse Seller for all Compliance Costs associated with one or some portion of the costs more Compliance Actions, that exceed the Compliance Expenditure Cap Cap, but the Compliance Costs of those Compliance Actions are below or equal 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/or (ii) Each Party shall pay half of all Compliance Costs associated with one or more Compliance Actions, that exceed the Anaheim Compliance Expenditure Cap, but the Compliance Costs of those Compliance Actions are below or equal to 4% of the 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 exceed the amounts set forth in the Initial Compliance Costs Notice or any Subsequent Compliance Costs Notice, Seller shall provide a subsequent Notice ("Subsequent Compliance Costs Notice") to Anaheim of such SCE-agreed upon costsanticipated 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 (60) days to evaluate such Subsequent Compliance Costs Notice and if Seller's representation in the Subsequent Compliance Costs Notice are reasonably acceptable to Anaheim then (i) if applicable, Anaheim shall reimburse Seller for all Compliance Costs associated with one or more Compliance Actions, that exceed the last Compliance Costs Notice, but are below or equal the Anaheim Compliance Expenditure Cap; and/or (ii) if applicable, each Party shall pay half of all Compliance Costs associated with one or more Compliance Actions, that exceed the 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 (180) days of the Notice, either Party may terminate this Agreement in writing immediately after the expiration of this one hundred and eighty (180) day period. Such a termination shall not constitute an Event of Default and therefore not result in the payment of a Termination Payment. Any costs in excess of the Compliance Expenditure Cap as to which Anaheim agrees to reimburse Seller shall be also referred to herein as “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which SCE has not agreed to reimburse Seller. If SCE 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 SCE Anaheim shall reimburse Seller for Seller’s actual costs Compliance Costs above the Compliance Expenditure Cap to effect the Compliance Actions, not to exceed the Accepted Compliance Costs within forty-five (45) days of submittal of a written invoice and supporting written documentation from Seller. During any period requiring Compliance Actions, Anaheim shall not be obligated to pay the Green Attribute component of the Product Price unless the Product meets the requirements of Section Two.7. The Public Utilities General Manager, or designee, is authorized to approve Accepted Compliance Costs, except that in the case of Section Two.12(e), the authority of the Public Utilities General Manager shall not exceed the Shared Compliance Expenditure Cap by 6% of the Expected Annual Net Energy Production multiplied by the Product Price in the aggregate per Term Year. *** End of ARTICLE ONE **** TERM AND CONDITIONS PRECEDENT; TERMINATION Effective Date and Obligations prior to Effective Date. 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 Agreement. Obligations Prior to Commencement of the Term.