Common use of Unplanned Repairs Clause in Contracts

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy or Ancillary Services, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy or Ancillary Services was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISO’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISO’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISO’s Repair Share during the Contract Year exceeds (ii)

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy or Ancillary Services, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy or Ancillary Services was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISOXXXXX’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISO’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISOXXXXX’s Repair Share during the Contract Year exceeds (ii)

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy or Ancillary Services, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy or Ancillary Services was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISOXXXXX’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISOXXXXX’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO XXXXX will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISOXXXXX’s Repair Share during the Contract Year exceeds (ii)

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy Ddeliver Energy, or Ancillary Services, Voltage Support, or Black Start, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy Energy, or Ancillary Services Services, Voltage Support, or Black Start was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISOXXXXX’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISOXXXXX’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO XXXXX will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISOXXXXX’s Repair Share during the Contract Year exceeds (ii)

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy Ddeliver Energy, or Ancillary Services, Voltage Support, Black Start, or any other reliability service, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy Energy, or Ancillary Services Services, Voltage Support, or Black Start was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISOXXXXX’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISOXXXXX’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO XXXXX will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISOXXXXX’s Repair Share during the Contract Year exceeds (ii)

Unplanned Repairs. ‌ (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy or Ancillary Services, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy or Ancillary Services was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISO’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISO’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISO’s Repair Share during the Contract Year exceeds (ii)

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy or deliver Energy, Ancillary Services, Voltage Support, Black Start, or any other reliability service, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy Energy, Ancillary Services, Voltage Support, or Ancillary Services Black Start was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISO’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISO’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISO’s Repair Share during the Contract Year exceeds (ii)the

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy Ddeliver Energy, or Ancillary Services, Voltage Support, or Black Start, or any other reliability service, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy Energy, or Ancillary Services Services, Voltage Support, or Black Start was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISOXXXXX’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISOXXXXX’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO XXXXX will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISOXXXXX’s Repair Share during the Contract Year exceeds (ii)

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy or Ancillary Services, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy or Ancillary Services was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISO’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISO’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISO’s Repair Share during the Contract Year exceeds (ii)

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy or Ancillary Services, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy or Ancillary Services was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISO’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISO’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISO’s Repair Share during the Contract Year exceeds (ii)

Unplanned Repairs. (a) In the event of any loss or damage to the Facility that impairs the capability of one or more Units to Deliver Energy Ddeliver Energy, or Ancillary Services, Voltage Support, or Black Start, Owner shall, without additional charge, make necessary Repairs, to the extent that: (i) the total cost (net of proceeds received by Owner from Insurers and other third parties pursuant to applicable insurance, warranties and other contracts in connection with all Repairs and excluding costs covered by clause (ii)) of all Repairs for all Units (“Net Repair Costs”) during the Contract Year does not exceed Owner’s Repair Cost Obligation for the Facility; or (ii) the loss or damage impairing the Unit’s capability to produce Energy Energy, or Ancillary Services Services, Voltage Support, or Black Start was caused by Owner’s failure to comply with Good Industry Practice or by any wrongful act or omission by Owner. The reference to “Units” in clause (i) includes all Reliability Must-Run Units located at the Facility, but no other Reliability Must-Run Units. Except as provided above, Owner shall not be obligated to make any Repairs unless CAISO is obligated to pay CAISO’s Repair Share for the Repairs. (b) If the Net Repair Costs incurred by Owner for all Repairs since the beginning of the Contract Year exceed Owner’s Repair Cost Obligation, then Owner shall provide a notice thereof (“Unplanned Repair Notice”) in the form attached as Schedule L-1 to CAISO. Owner shall provide such additional information as CAISO may reasonably require to evaluate such proposed Repairs. (c) CAISO shall submit a written acceptance or objection to Owner’s proposal within 21 days of receipt of an Unplanned Repair Notice. CAISO shall be deemed to have accepted Owner’s proposal in the Unplanned Repair Notice if CAISO does not submit a written objection within 21 days after receipt of the Unplanned Repair Notice, as provided above. Any objection shall be based on one or more of the following grounds: (i) the loss or damage was caused by Owner’s failure to comply with Good Industry Practice; (ii) the loss or damage was caused by a wrongful act or omission by Owner; (iii) the Repairs are not required or are more extensive than required in order to make good the loss or damage concerned or to comply with applicable law; (iv) the Net Repair Costs for the Contract Year will not exceed or has not exceeded the Owner’s Repair Cost Obligation; (v) the estimated cost of Repairs exceeds that which is reasonably necessary to effect such Repairs; (vi) the Repair will not result in benefits to CAISO as compared to alternatives available to CAISO; (vii) Owner’s proposals for carrying out the Repairs or the proposed CAISOXXXXX’s Repair Share are unreasonable; (viii) Owner’s proposal includes estimated costs which are not properly treated as an expense under FERC’s Uniform System of Accounts; or (ix) Owner has not provided sufficient information to evaluate Owner’s proposal. In addition to providing the basis of the objection, any objection of CAISO shall include a list of all changes CAISO contends should be made to Owner’s proposal and justification of all such changes. (d) If CAISO submits an objection to an Unplanned Repair Notice, the Parties shall attempt to reach agreement on changes to Owner’s proposal. If the Parties have not reached agreement within 30 days after CAISO’s receipt of the Unplanned Repair Notice, Owner or CAISO may refer the matter to ADR under a schedule (specified by the arbitrator if the participants cannot agree) requiring a decision within 30 days following appointment of the arbitrator. The ADR decision will be effective without delay. (e) Owner shall proceed with the Repairs if it is agreed or determined pursuant to ADR that CAISO will pay CAISO’s Repair Share or that Owner is otherwise obligated to make the Repairs. Owner shall keep full and detailed records of the cost of the Repairs and shall make them available to CAISO for inspection upon reasonable request. (f) If the actual cost of the Repairs exceeds the estimated cost, CAISO may initiate ADR to determine whether the additional costs were reasonable and shall not be obligated to pay any portion of the additional cost found to be unreasonable in such ADR proceeding. Owner shall have the burden of proving that the additional costs were reasonable. (g) If it is agreed or determined pursuant to ADR that CAISO will pay for a Repair, CAISO shall pay CAISO’s Repair Share of the actual cost as a lump sum within 60 days after the later of (i) the completion of the Repair and (ii) the effective date of authorization by FERC, if any is necessary, for Owner to charge such cost to CAISO. “CAISO’s Repair Share” means the Repair Payment Factor for the Repair at issue multiplied by the amount by which (i) the agreed or determined cost of Repairs at issue plus the Net Repair Costs of all prior Repairs for the Contract Year minus the cost of all prior Repairs for which CAISO is obligated to pay CAISOXXXXX’s Repair Share during the Contract Year exceeds (ii)