GENERAL
ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS, THEN THE CALIFORNIA PARTIES MAY AT
THEIR OPTION, SUBJECT TO THE RELIANT PARTIES' CURE RIGHTS SET FORTH BELOW,
TERMINATE THIS AGREEMENT IN WRITING IN ITS ENTIRETY AB INITIO EXCEPT AS TO THE
TOLLING PROVISIONS OF THIS AGREEMENT AND THE OTHER PROVISION OF THIS AGREEMENT
IDENTIFIED IN SECTION 2.7, I.E., AS THOUGH THE SETTLEMENT EFFECTIVE DATE HAD
NEVER OCCURRED.
ALL NOTICES OF TERMINATION DELIVERED PURSUANT TO THIS
SECTION 4.6 SHALL BE IN WRITING AND ADDRESSED TO THE RELIANT PARTIES IN
ACCORDANCE WITH THE NOTICE PROVISIONS SET FORTH HEREIN, AND CLEARLY STATE THE
GROUNDS FOR TERMINATION, THE IDENTITY OF ANY RELIANT PARTIES AS TO WHICH CLAUSE
(IV) ABOVE APPLIES (IF APPLICABLE), AND THE DATE ON AND AFTER WHICH SUCH
TERMINATION SHALL BE EFFECTIVE.
IF THE GROUNDS FOR TERMINATION INCLUDE CLAUSE
(I) AND/OR (II) AND/OR (III) ABOVE AND ONE OR MORE OF THE RELIANT PARTIES
COMPLETELY CURES ALL DEFAULTS UNDER THOSE CLAUSES THAT ARE IDENTIFIED IN THE
CALIFORNIA PARTIES' NOTICE OF TERMINATION WITHIN FIVE (5) BUSINESS DAYS AFTER
THE RELIANT PARTIES' RECEIPT OF THAT NOTICE OF TERMINATION, INCLUDING PAYMENT OF
INTEREST AT THE FERC INTEREST RATE ON ANY PAYMENTS PAST DUE UNDER THIS
AGREEMENT, THEN THIS AGREEMENT SHALL NOT TERMINATE AB INITIO AND ALL DEFAULTS
IDENTIFIED IN THE CALIFORNIA PARTIES' NOTICE OF TERMINATION WITH RESPECT TO
CLAUSE (I) AND/OR CLAUSE (II) AND/OR CLAUSE (III) ABOVE SHALL BE DEEMED TO HAVE
BEEN CURED.
5.
RELIANT'S NON-MONETARY CONSIDERATION
5.1
EXTENSION OF RELIANT'S MUST-OFFER OBLIGATION.
UPON THE
TERMINATION OF RELIANT'S MUST-OFFER OBLIGATION PURSUANT TO FERC'S ORDER
APPROVING STIPULATION AND CONSENT AGREEMENT, FACT-FINDING INVESTIGATION INTO
POSSIBLE MANIPULATION
16
OF ELECTRIC AND NATURAL GAS PRICES, 102 FERC ¶ 61,108 AT 61,289 (2003), RELIANT
SHALL CONTINUE TO ABIDE BY A MUST-OFFER OBLIGATION FOR TWO ADDITIONAL YEARS, BY
WHICH IT WILL SUBMIT SUPPLEMENTAL ENERGY BIDS FOR ALL UNCOMMITTED, AVAILABLE
OPERATING CAPACITY, AS DEFINED IN THIS SECTION 5.1, FROM ITS GENERATION ASSETS
LOCATED IN CALIFORNIA INTO THE ISO IMBALANCE ENERGY MARKET FOR ALL HOURS FOR
WHICH THE ISO HAS ISSUED A 24-HOUR FORECAST OR ALERT NOTICE PURSUANT TO ITS
OPERATING PROTOCOL E-508 (SEP. 8, 2003).
"AVAILABLE OPERATING CAPACITY" IS THE
UNLOADED AND OTHERWISE UNCOMMITTED CAPACITY AT THE TIME A SUPPLEMENTAL ENERGY
BID IS SUBMITTED FROM A GENERATING UNIT THAT IS EITHER ON-LINE AND SYNCHRONIZED
OR CAPABLE OF BEING ON-LINE AND SYNCHRONIZED, CALCULATED AT THE UNIT'S MAXIMUM
OPERATING LEVEL:
(I)
ADJUSTED FOR LEGITIMATE OPERATING LIMITATIONS, MAINTENANCE
OUTAGES OR REDUCTIONS IN CAPACITY;
(II)
ADJUSTED FOR ANY LIMITATIONS ON OPERATION UNDER APPLICABLE LAW;
(III)
ADJUSTED FOR LIMITATIONS UNDER RELIABILITY MUST RUN AGREEMENTS;
(IV)
MINUS CAPACITY COMMITTED TO BE SCHEDULED UNDER A BILATERAL
AGREEMENT;
(V)
MINUS CAPACITY SUBJECT TO REAL-TIME CONTROL BY UNAFFILIATED
THIRD-PARTIES;
(VI)
MINUS CAPACITY COMMITTED TO PROVIDE ANCILLARY SERVICES TO THE ISO
EITHER THROUGH THE ISO'S ANCILLARY SERVICES MARKET OR THROUGH SELF-PROVISION BY
A SCHEDULING COORDINATOR;
(VII)
MINUS CAPACITY COMMITTED TO SELF-PROVIDE STATION POWER; AND
(VIII)
MINUS THE CAPACITY COMMITTED TO DELIVER ENERGY OR PROVIDE
OPERATING RESERVE TO AN ELECTRIC DISTRIBUTION UTILITY TO