Common use of Resource Adequacy Clause in Contracts

Resource Adequacy. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, including Capacity Attributes from the Project, to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or other regional entity may prescribe, including submission of a Supply Plan or Resource Adequacy Plan (“Resource Adequacy Requirements”). From the Execution Date, and for the duration of the Delivery Term, Seller shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute any and all documents or instruments necessary to enable Buyer to use all of the capacity of the Project, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet Buyer’s Resource Adequacy Requirements during the Delivery Term. (b) Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Resource Adequacy Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice of the outages subject to the Replacement Capacity Rules by the earlier of ninety (90) days before the first day of the month for which the outage will occur or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUC. If Seller fails to provide such Notice, then Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules for such outage. (d) To the extent Seller has an exemption from the Resource Adequacy Standards or under the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section 3.3(c) shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event of Default and Buyer shall not have any liability to Seller for such failure.

Resource Adequacy. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, including Capacity Attributes from the Project, to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or other regional entity may prescribe, including submission of a Supply Plan or Resource Adequacy Plan (“Resource Adequacy Requirements”). From the Execution Date, and for the duration of the Delivery Term, Seller shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute any and all documents or instruments necessary to enable Buyer to use all of the capacity of the Project, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet Buyer’s Resource Adequacy Requirements during the Delivery Term. (b) Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Resource Adequacy Standards, if applicable, and Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Resource Adequacy Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice of the outages subject to the Replacement Capacity Rules by the earlier of ninety (90) days before the first day of the month for which the outage will occur or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUC. If Seller fails to provide such Notice, then Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules for such outage. (d) To the extent Seller has an exemption from the Resource Adequacy Standards or under the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section Sections 3.3(b) and 3.3(c) above shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event of Default and Buyer shall not have any liability to Seller for such failure.

Resource Adequacy. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, including Capacity Attributes Attributes, from the Project, Project to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or or other regional entity may prescribe, including submission of a Supply Plan or Resource Adequacy Plan prescribe (“Resource Adequacy Requirements”). From Seller shall, at a minimum, comply with the Execution Date, terms set forth in Appendix VII in anticipation of and for the duration of during the Delivery Term, Seller shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute any and all documents or instruments necessary Term to enable Buyer to use all of the capacity of the Projectcapacity, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet Buyer’s Resource Adequacy Requirements during the Delivery Term. (b) Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Resource Adequacy Availability Standards, if applicable, and Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice of the outages subject to the Replacement Capacity Rules by the earlier of ninety (90) days before the first day of the month for which the outage will occur or forty-five thirty (4530) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUC. If Seller fails to provide such Notice, then Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules for such outage. (d) To the extent Seller has an exemption from the Resource Adequacy Availability Standards or under the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section Sections 3.3(b) and 3.3(c) above shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event of Default and Buyer shall not have any liability to Seller for such failure.

Resource Adequacy. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, including Capacity Attributes Attributes, from the Project, to enable Project for Buyer to meet use in meeting its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or or other regional entity may prescribe, including submission . Seller understands that the CPUC is currently in the process of a Supply Plan or developing requirements for Resource Adequacy Plan (“Resource Adequacy Requirements”)and these requirements and the implementation thereof have not been finalized. From the Execution Date, and for the duration of the Delivery Term, Seller agrees that it shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, actions and execute any and all documents or instruments reasonably necessary to enable Buyer to use all of the capacity of the ProjectContract Capacity, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet Buyer’s for the Resource Adequacy Requirements during requirements of Buyer, including for necessary deliverability Network Upgrades. Xxxxxx agrees that the Delivery Term. (b) Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Resource Adequacy Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice of the outages Project is subject to the Replacement terms of the Availability Standards. [For Projects located outside of the CAISO, insert: Seller acknowledges that in order for the Project, as a generator that is dynamically transferred via a pseudo-tie to the CAISO, to qualify its Capacity Rules Attributes as Resource Adequacy capacity, Seller will need, among other things, to maintain firm transmission service to the Delivery Point or equivalent arrangements, to maintain as effective the Pseudo-Tie Agreements, to establish a “Qualifying Capacity” (or its equivalent) periodically with the CPUC, to establish a “Net Qualifying Capacity” (or its equivalent) periodically with the CAISO, and to submit through Seller’s Scheduling Coordinator a Resource Adequacy supply plan periodically to the CAISO. Seller acknowledges that (i) Buyer may allocate its share of import capability on the CAISO Grid to any CAISO import scheduling point on the CAISO Grid as it deems appropriate in its sole discretion, and (ii) Buyer may allocate its share, if any, of import capability at the CAISO import scheduling point corresponding to the Delivery Point to any resource at such CAISO import scheduling point as it deems appropriate in its sole discretion, even if, in either case, Buyer’s allocation of such import capability, if any, to the CAISO import scheduling point corresponding to the Delivery Point or to the Project may not be sufficient for the Capacity Attributes from the Project to be accepted and approved by the earlier of ninety (90) days before CPUC and the first day CAISO as qualifying for the determination of, and as satisfying Buyer’s requirement for demonstrating its procurement of, Resource Adequacy capacity. If there are determined to be deliverability Network Upgrade costs on the CAISO Grid as an affected system of the month for which the outage will occur Native Balancing Authority as a result of this Project, Buyer can request that Seller elect to fund or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUCelect not to fund all deliverability Network Upgrades. If Seller fails elects to fund any such deliverability Network Upgrades after Buyer’s request that Seller not fund such deliverability Network Upgrades, Buyer shall have the right to declare a termination, and Seller shall owe Buyer a Termination Payment. If Buyer requests that Seller fund certain deliverability Network Upgrades, but Seller does not fund such deliverability Network Upgrades, Buyer shall have the right to declare a termination, and Seller shall owe Buyer a Termination Payment. If the Seller is required to provide such Notice, then Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules for such outage. (d) To the extent Seller has an exemption from the Resource Adequacy Standards or under hereunder, Xxxxxx agrees that the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section 3.3(c) shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant Project is subject to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event terms of Default and Buyer shall not have any liability to Seller for such failurethe Availability Standards.]

Resource Adequacy. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, including Capacity Attributes from the Project, to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or other regional entity may prescribe, including submission of a Supply Plan or Resource Adequacy Plan (“Resource Adequacy Requirements”). From the Execution Date, and for the duration of the Delivery Term, Seller shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute any and all documents or instruments necessary to enable Buyer to use all of the capacity of the Project, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet Buyer’s Resource Adequacy Requirements during the Delivery Term. (b) Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Resource Adequacy Standards, if applicable, and Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Resource Adequacy Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice of the outages subject to the Replacement Capacity Rules by the earlier of ninety (90) days before the first day of the month for which the outage will occur or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUC. If Seller fails to provide such Notice, then Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules for such outage. (d) To the extent Seller has an exemption from the Resource Adequacy Standards or under the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section Sections 3.3(b) and 3.3(c) above shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event of Default and Buyer shall not have any liability to Seller for such failure. (e) Fully deliverable Projects must provide Resource Adequacy beginning no later than December 31, 2024.

Resource Adequacy. (a) During As of the Delivery Termfirst delivery of Delivered Energy, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, if any, including Capacity Attributes Attributes, from the Project, to enable Project for Buyer to meet use in meeting its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or or other regional entity may prescribe, including submission . Seller understands that the CPUC is currently in the process of a Supply Plan or developing requirements for Resource Adequacy Plan (“Resource Adequacy Requirements”)and these requirements and the implementation thereof have not been finalized. From the Execution Date, and for the duration of the Delivery Term, Seller agrees that it shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, actions and execute any and all documents or instruments reasonably necessary to enable Buyer to use all of the capacity of the ProjectContract Capacity, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet Buyer’s for the Resource Adequacy Requirements during requirements of Buyer; provided, however, to the Delivery Term. (b) Seller shall be responsible for all costs, charges, expenses, penalties, and extent a change in Law occurs after the Execution Date that makes Seller’s compliance with its obligations resulting from Resource Adequacy Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice under this sentence more costly than could reasonably have been contemplated as of the outages subject to the Replacement Capacity Rules by the earlier of ninety (90) days before the first day of the month for which the outage will occur or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUC. If Seller fails to provide such NoticeEffective Date, then Seller shall not be responsible for all costsin breach of such obligations if Seller has used commercially reasonable efforts to comply with such change in Law as it pertains to such obligations. For purposes of the foregoing sentence, chargesthe term “commercially reasonable efforts” shall not require Seller to incur additional out-of-pocket expenditures in the aggregate in excess of the Compliance Expenditure Cap in complying with such change in Law unless Buyer has agreed in writing, expenseson terms and conditions reasonably acceptable to Seller, penaltiesto reimburse Seller or to pay directly one hundred percent (100%) of such excess expenditures. Seller agrees that the Project is subject to the terms of the Availability Standards, and obligations resulting from the Replacement Capacity Rules for compliance with such outageAvailability Standards is not subject to any expenditure cap. (d) To the extent Seller has an exemption from the Resource Adequacy Standards or under the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section 3.3(c) shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event of Default and Buyer shall not have any liability to Seller for such failure.

Resource Adequacy. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, including Capacity Attributes from the Project, to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or other regional entity may prescribe, including submission of a Supply Plan or Resource Adequacy Plan (“Resource Adequacy Requirements”). From the Execution Date, and for the duration of the Delivery Term, Seller shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute any and all documents or instruments necessary to enable Buyer to use all of the capacity of the Project, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet Buyer’s Resource Adequacy Requirements during the Delivery Term. (b) Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Resource Adequacy Availability Standards, if applicable, and Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice of the outages subject to the Replacement Capacity Rules by the earlier of ninety (90) days before the first day of the month for which the outage will occur or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUC. If Seller fails to provide such Notice, then Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules for such outage. (d) To the extent Seller has an exemption from the Resource Adequacy Availability Standards or under the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section Sections 3.3(b) and 3.3(c) above shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event of Default and Buyer shall not have any liability to Seller for such failure.

Resource Adequacy. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, including Capacity Attributes Attributes, from the Project, Project to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or or other regional entity may prescribe, including submission of a Supply Plan or Resource Adequacy Plan prescribe (“Resource Adequacy Requirements”). From Seller understands that the Execution DateCPUC is currently in the process of developing requirements for Resource Adequacy and these requirements and the implementation thereof have not been finalized. Subject to the Compliance Cost Cap (except as provided in Section 3.4(a)(i)), and for the duration of Seller agrees that during the Delivery TermTerm Seller shall, Seller shall take all commercially reasonable actionsat a minimum, including complying comply with all applicable registration and reporting requirements, and execute any and all documents or instruments necessary the terms set forth in Appendix VII to enable Buyer to use all of the capacity of the Projectcapacity, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet Buyer’s Resource Adequacy Requirements during Requirements. [The following bracketed language only applies to FCDS Sellers] [Seller’s compliance with the Delivery Termforegoing shall require compliance with the obligations in Section 3.4(a)(i)(B).] (b) Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Resource Adequacy Availability Standards, if applicable, and Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice of the outages subject to the Replacement Capacity Rules by the earlier of at least ninety (90) days before the first day of the month for which the outage will occur or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUCoccur. If Seller fails to provide such Notice, then Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules for such outage. (d) To the extent Seller has an exemption from the Resource Adequacy Availability Standards or under the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section Sections 3.3(b) and 3.3(c) above shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event of Default and Buyer shall not have any liability to Seller for such failure.

Resource Adequacy. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, including Capacity Attributes Attributes, from the Project, to enable Project for Buyer to meet use in meeting its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or or other regional entity may prescribeprescribe but only to the extent (1) the deliverability Network Upgrades for the Project, including submission of a Supply Plan or Resource Adequacy Plan if any, are operational and (“Resource Adequacy Requirements”2) if deliverability Network Upgrades, if any, are required by this Section 3.1(j). From the Execution Date, and for the duration of the Delivery Term, Seller agrees that it shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, actions and execute any and all documents or instruments reasonably necessary to enable Buyer to use all of the capacity of the ProjectContract Capacity, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement for the Resource Adequacy requirements of Buyer, including for necessary deliverability Network Upgrades if there are no deliverability Network Upgrade costs to meet Seller in accordance with this Section 3.1(j). If there are determined to be no deliverability Network Upgrade costs to Seller, Buyer can request, without changing the Energy Price, that Seller elect to fund or elect not to fund all deliverability Network Upgrades. However, if Seller elects to fund all deliverability Network Upgrades after Buyer’s request that Seller not fund such deliverability Network Upgrades, Buyer shall have the right to declare a termination and Seller shall owe Buyer a Termination Payment. If there are determined to be deliverability Network Upgrade costs to Seller, then Seller is not obligated to fund such deliverability Network Upgrades. If the Seller is required to provide Resource Adequacy Requirements during hereunder, Seller agrees that the Delivery Term. (b) Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Resource Adequacy Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice of the outages Project is subject to the Replacement Capacity Rules by the earlier of ninety (90) days before the first day terms of the month for which the outage will occur or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUC. If Seller fails to provide such Notice, then Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules for such outageAvailability Standards. (d) To the extent Seller has an exemption from the Resource Adequacy Standards or under the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section 3.3(c) shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event of Default and Buyer shall not have any liability to Seller for such failure.

Resource Adequacy. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Project’s Contract Capacity, including Capacity Attributes from the Project, to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CPUC, CAISO and/or other regional entity may prescribe, including submission of a Supply Plan or Resource Adequacy Plan (“Resource Adequacy Requirements”). From the Execution Date, and for the duration of the Delivery Term, Seller shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute any and all documents or instruments necessary to enable Buyer to use all of the capacity of the Project, including Capacity Attributes, to be committed by Seller to Buyer pursuant to this Agreement to meet Buyer’s Resource Adequacy Requirements during the Delivery Term. (b) Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Resource Adequacy Standards, if applicable, and Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Resource Adequacy Standards, if applicable. (c) Buyer shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules, if applicable, provided that Seller has given Buyer Notice of the outages subject to the Replacement Capacity Rules by the earlier of ninety (90) days before the first day of the month for which the outage will occur or forty-five (45) days before Buyer’s monthly Resource Adequacy capacity showing in accordance with the CAISO Tariff or decision of the CPUC. If Seller fails to provide such Notice, then Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from the Replacement Capacity Rules for such outage. (d) To the extent Seller has an exemption from the Resource Adequacy Standards or under the CAISO Tariff, Section 3.3(b) above shall not apply. To the extent Seller has an exemption from the Replacement Capacity Rules under the CAISO Tariff, Section Sections 3.3(b) and 3.3(c) above shall not apply. If Seller would like to request such an exemption for this Agreement from the CAISO, Seller shall provide to Buyer, as Seller’s Scheduling Coordinator, Notice specifically requesting that Buyer seek certification or approval of this Agreement as an exempt contract pursuant to the CAISO Tariff; provided that Buyer’s failure to obtain such exemption shall not be an Event of Default and Buyer shall not have any liability to Seller for such failure.