Annual Guaranteed Energy Quantity. If, in any Contract Year, Seller does not deliver Delivered Energy to Buyer at the Energy Financial Delivery Point (taking into account, in each applicable MISO Settlement Interval of such Contract Year, only amounts up to the Maximum Adjustment for such applicable MISO Settlement Interval) in an amount equal to or above the Annual Guaranteed Energy Quantity, then, for each MWh of shortfall:
(a) Seller shall pay to Buyer liquidated damages in the amount equal to the product of (i) the positive difference, if any, between (A) the product of (x) 1.80 and (y) the average of the LMPs (expressed in $/MWh) in the MISO Day-Ahead Energy Market applicable for Energy delivered at the Energy Financial Delivery Point for the MISO Settlement Intervals occurring during the hours ending 1000 through 1900 BA Time over the course of such Contract Year minus
Annual Guaranteed Energy Quantity. If, in any Contract Year, Seller does not deliver Delivered Energy to Buyer at the Energy Financial Delivery Point (taking into account, in each applicable MISO Settlement Interval of such Contract Year, only amounts up to the Maximum Adjustment for such applicable MISO Settlement Interval) in an amount equal to or above the Annual Guaranteed Energy Quantity, then, for each MWh of shortfall:
(a) Seller shall pay to Buyer liquidated damages in the amount equal to the product of (i) the positive difference, if any, between (A) the product of (x) [1.88] and (y) the average of the LMPs (expressed in $/MWh) in the MISO Day-Ahead Energy Market applicable for Energy delivered at the Energy Financial Delivery Point for the MISO Settlement Intervals occurring during the hours ending 1000 through 1900 BA Time over the course of such Contract Year minus (B) the Energy Price multiplied by (ii) the MWh of shortfall; and
(b) Seller shall transfer to Buyer, by the end of the first month of the following Contract Year, the Environmental Attributes and/or Replacement EAs that Seller would have been obligated to transfer to Buyer according to Section 4.3 had such Energy been generated and delivered to Buyer according to this Agreement during such Contract Year (assuming, for this purpose, that such delivery would have occurred ratably spread over the duration of such Contract Year). For any such Environmental Attribute (or Replacement EA) that Seller does not provide to Buyer (provided that Seller shall first be required to use best efforts to provide such Environmental Attribute or Replacement EA) according to the preceding sentence by the end of the first month of the following Contract Year, Seller shall pay to Buyer, as liquidated damages, an amount equal to the greater of (i) the Reference EA Compliance Payment applicable to such Environmental Attribute (or Replacement EA) or (ii) the average of at least two (2) price quotes obtained by Buyer from nationally recognized brokers during the first month of the following Contract Year, for the sale and delivery of Replacement EAs that are eligible for the Required Qualified Programs corresponding to such Environmental Attribute (or Replacement EA). Any amounts payable pursuant to the immediately preceding sentence shall be included on the Monthly Invoice covering the first month of the following Contract Year.
