Common use of Obligation to Pay Clause in Contracts

Obligation to Pay. For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. Payment Adjustments. Buyer shall adjust each Monthly Contract Payment to Seller to account for: Scheduling Fees owed by Seller to Buyer, as set forth in Exhibit G; Any SDD Adjustment, as set forth in Exhibit K; Any Forecast penalties owed by Seller to Buyer, as set forth in Exhibit I; Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Party, as set forth in Section 8.02; The agreement of the Parties that Buyer shall have no liability to make any energy payments to Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement). After the Term End Date, Buyer shall invoice Seller for all payment adjustments within 60 days of Buyer’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement).

Obligation to Pay. For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. Payment Adjustments. Buyer shall adjust each Monthly Contract Payment to Seller to account for: Scheduling Fees owed by Seller to Buyer, as set forth in Exhibit G; Any SDD Adjustment, as set forth in Exhibit K; Any Forecast penalties owed by Seller to Buyer, as set forth in Exhibit I; Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Party, as set forth in Section 8.02; The agreement of the Parties that Buyer shall have no liability to make any energy payments to Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any and Any payment adjustments provided for to determine Buyer’s payment to Seller for GHG Compliance Costs and GHG Charges under Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailmentsSRAC. Unless otherwise required in SRAC, as set forth in Exhibit U. During during the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate payment adjustments (unless adjustments. Unless otherwise provided for required in Exhibit SSRAC, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement). After after the Term End Date, Buyer shall invoice Seller for all payment adjustments within 60 days of Buyer’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)adjustments.

Obligation to Pay. (a) For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. Payment AdjustmentsB or Exhibit B (1), as determined pursuant to Section 1.07 provided, however, Buyer is not obligated to issue a payment to Seller until the amount due to Seller pursuant to this Agreement exceeds fifty dollars ($50.00) after set-offs and adjustments in accordance with this Agreement. Buyer shall adjust each Monthly Contract Payment in accordance with the terms of this Agreement, including making adjustment for the fees set forth in Section 1.08 and any CAISO Charges. (b) Subject to Section 4.01(a), Buyer shall provide a payment statement within 30 days after the last Business Day of each calendar month, which statement shall include Buyer’s payment to Seller and a calculation thereof. (c) If Buyer determines that a calculation of Metered Energy is incorrect as a result of an inaccurate meter reading or the correction of data by the CAISO, Buyer shall recompute the Metered Energy quantity for the period of the inaccuracy based on an adjustment of such inaccurate meter reading. Buyer shall then recompute any payment or payment adjustment affected by such inaccuracy. Any amount due from Buyer to account for: Scheduling Fees Seller or Seller to Buyer, as the case may be, shall be made as an adjustment to a subsequent monthly statement that is calculated after ▇▇▇▇▇’s recomputation using corrected measurements. If the recomputation results in a net amount owed to Buyer after offsetting any amounts owing to Seller as shown on a subsequent monthly statement, any such additional amount still owing to Buyer shall be shown as an adjustment on Seller’s statement until such amount is fully collected by Buyer. (d) Buyer may deduct amounts that would otherwise be due to Seller under this Agreement from any amounts owing and unpaid by Seller to Buyer arising out of or related to any other agreement, tariff, obligation or liability pertaining to the Generating Facility. (e) Except as otherwise provided for in this Agreement, if, within 90 days of receipt of Buyer’s payment statement, Seller does not give Notice to Buyer of an error, then Seller shall be deemed to have waived any error in Buyer’s statement, computation and payment and the statement shall be conclusively deemed correct and complete. If Seller timely identifies an error in Seller’s favor and ▇▇▇▇▇ agrees that the identified error occurred, ▇▇▇▇▇ shall reimburse Seller for the amount of the underpayment caused by the error and add the underpayment to a subsequent monthly statement that is calculated. If ▇▇▇▇▇▇ identifies an error in ▇▇▇▇▇’s favor and ▇▇▇▇▇ agrees that the identified error occurred, ▇▇▇▇▇▇ shall reimburse Buyer for the amount of overpayment caused by the error and Buyer shall apply the overpayment to a subsequent statement that is calculated. If the recomputation results in a net amount still owing to Buyer after applying the overpayment, a subsequent statement shall show a net amount owing to Buyer. (f) Notwithstanding anything to the contrary in this Agreement, if any payment statement shows amounts owed by Seller to Buyer, as Buyer may, at its option, apply this net amount owing to Buyer in any subsequent monthly statements to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to Buyer within 20 days of receipt of such invoice. (g) Notwithstanding anything to the contrary in this Agreement, for the entire period during which Seller fails to materially comply with any provision set forth in Exhibit G; Any SDD AdjustmentC, as set forth in Exhibit K; Any Forecast penalties owed by Seller to Buyer, as set forth in Exhibit I; Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to shall be responsible for all applicable CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Partyprovided, as set forth in Section 8.02; The agreement of the Parties however, that Buyer shall have no liability to make any energy payments to if Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under complies fully with Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement). After the Term End DateC, Buyer shall invoice pay all CAISO Charges (except those CAISO Charges for which Seller is responsible under Exhibit E) for all payment adjustments within 60 days up to, but not including, 500 kW of Buyerdeviation of Seller’s receipt Forecast from the Metered Energy, and Seller shall be responsible only for applicable CAISO Charges attributable to such deviations of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some 500 kW or all of the GHG Compliance Costs under this Agreement)more.

Obligation to Pay. For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. C. Payment Adjustments. Buyer shall adjust each Monthly Contract Payment to Seller to account for: Scheduling Fees owed by Seller to Buyer, as set forth in Exhibit GE; Any SDD Adjustment, as set forth in Exhibit K; Any Forecast penalties owed by Seller to BuyerAdjustment or SDD Administrative Charge, as set forth in Exhibit I; Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit MH; Any payment adjustments (including adjustments to CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Party, as set forth in Section 8.02; and The agreement of the Parties that Buyer shall have no liability to make any energy payments to Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed one hundred and twenty percent (120% %) of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. . During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate the payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)adjustment. After the Term End Date, Buyer shall invoice Seller for all any payment adjustments within 60 sixty (60) days of Buyer’s receipt of all of the information required in order to calculate the payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)adjustment.

Obligation to Pay. (a) For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. Payment AdjustmentsB or Exhibit B (1), as determined pursuant to Section 1.07 provided, however, Buyer is not obligated to issue a payment to Seller until the amount due to Seller pursuant to this Agreement exceeds $5,000.00 after set-offs and adjustments in accordance with this Agreement. Buyer shall adjust each Monthly Contract Payment in accordance with the terms of this Agreement, including making adjustment for the fees set forth in Section 1.08 and any CAISO Charges. (b) Subject to Section 4.01(a), Buyer shall provide a payment statement within 30 days after the last Business Day of each calendar month, which statement shall include Buyer’s payment to Seller and a calculation thereof. (c) If Buyer determines that a calculation of Metered Energy is incorrect as a result of an inaccurate meter reading or the correction of data by the CAISO, Buyer shall recompute the Metered Energy quantity for the period of the inaccuracy based on an adjustment of such inaccurate meter reading. Buyer shall then recompute any payment or payment adjustment affected by such inaccuracy. Any amount due from Buyer to account for: Scheduling Fees Seller or Seller to Buyer, as the case may be, shall be made as an adjustment to a subsequent monthly statement that is calculated after Buyer’s recomputation using corrected measurements. If the recomputation results in a net amount owed to Buyer after offsetting any amounts owing to Seller as shown on a subsequent monthly statement, any such additional amount still owing to Buyer shall be shown as an adjustment on Seller’s statement until such amount is fully collected by Buyer. (d) Buyer may deduct amounts that would otherwise be due to Seller under this Agreement from any amounts owing and unpaid by Seller to Buyer arising out of or related to any other agreement, tariff, obligation or liability pertaining to the Generating Facility. (e) Except as otherwise provided for in this Agreement, if, within 90 days of receipt of Buyer’s payment statement, Seller does not give Notice to Buyer of an error, then Seller shall be deemed to have waived any error in Buyer’s statement, computation and payment and the statement shall be conclusively deemed correct and complete. If Seller timely identifies an error in Seller’s favor and Buyer agrees that the identified error occurred, Buyer shall reimburse Seller for the amount of the underpayment caused by the error and add the underpayment to a subsequent monthly statement that is calculated. If Seller identifies an error in Buyer’s favor and Buyer agrees that the identified error occurred, Seller shall reimburse Buyer for the amount of overpayment caused by the error and Buyer shall apply the overpayment to a subsequent statement that is calculated. If the recomputation results in a net amount still owing to Buyer after applying the overpayment, a subsequent statement shall show a net amount owing to Buyer. (f) Notwithstanding anything to the contrary in this Agreement, if any payment statement shows amounts owed by Seller to Buyer, as Buyer may, at its option, apply this net amount owing to Buyer in any subsequent monthly statements to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to Buyer within 20 days of receipt of such invoice. (g) Notwithstanding anything to the contrary in this Agreement, for the entire period during which Seller fails to materially comply with any provision set forth in Exhibit G; Any SDD AdjustmentC, as set forth in Exhibit K; Any Forecast penalties owed by Seller to Buyer, as set forth in Exhibit I; Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to shall be responsible for all CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Partyprovided, as set forth in Section 8.02; The agreement of the Parties however, that Buyer shall have no liability to make any energy payments to if Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under complies fully with Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement). After the Term End DateC, Buyer shall invoice pay all CAISO Charges (except those CAISO Charges for which Seller is responsible under Exhibit E) for all payment adjustments within 60 days up to 1 MW of Buyerdeviation of Seller’s receipt Forecast from the Metered Energy, and Seller shall be responsible only for CAISO Charges attributable to such deviations in excess of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)1 MW.

Obligation to Pay. (a) For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. Payment AdjustmentsB; provided, however, Buyer is not obligated to issue a payment to Seller until the amount due to Seller pursuant to this Agreement exceeds $5,000.00 after set-offs and adjustments in accordance with this Agreement. Buyer shall adjust each Monthly Contract Payment in accordance with the terms of this Agreement, including making adjustment for Scheduling Fees and any CAISO Charges. (b) Subject to Section 4.01(a), Buyer shall provide a payment statement within 30 days after the last Business Day of each calendar month, which statement shall include Buyer’s payment to Seller and a calculation thereof. (c) If Buyer determines that a calculation of Metered Energy is incorrect as a result of an inaccurate meter reading or the correction of data by the CAISO, Buyer shall recompute the Metered Energy quantity for the period of the inaccuracy based on an adjustment of such inaccurate meter reading. Buyer shall then recompute any payment or payment adjustment affected by such inaccuracy. Any amount due from Buyer to account for: Scheduling Fees Seller or Seller to Buyer, as the case may be, shall be made as an adjustment to a subsequent monthly statement that is calculated after ▇▇▇▇▇’s recomputation using corrected measurements. If the recomputation results in a net amount owed to Buyer after offsetting any amounts owing to Seller as shown on a subsequent monthly statement, any such additional amount still owing to Buyer shall be shown as an adjustment on Seller’s statement until such amount is fully collected by Buyer. (d) Buyer may deduct amounts that would otherwise be due to Seller under this Agreement from any amounts owing and unpaid by Seller to Buyer arising out of or related to any other agreement, tariff, obligation or liability pertaining to the Generating Facility. (e) Except as otherwise provided for in this Agreement, if, within 90 days of receipt of Buyer’s payment statement, Seller does not give Notice to Buyer of an error, then Seller shall be deemed to have waived any error in Buyer’s statement, computation and payment and the statement shall be conclusively deemed correct and complete. If Seller timely identifies an error in Seller’s favor and ▇▇▇▇▇ agrees that the identified error occurred, ▇▇▇▇▇ shall reimburse Seller for the amount of the underpayment caused by the error and add the underpayment to a subsequent monthly statement that is calculated. If ▇▇▇▇▇▇ identifies an error in ▇▇▇▇▇’s favor and ▇▇▇▇▇ agrees that the identified error occurred, ▇▇▇▇▇▇ shall reimburse Buyer for the amount of overpayment caused by the error and Buyer shall apply the overpayment to a subsequent statement that is calculated. If the recomputation results in a net amount still owing to Buyer after applying the overpayment, a subsequent statement shall show a net amount owing to Buyer. (f) Notwithstanding anything to the contrary in this Agreement, if any payment statement shows amounts owed by Seller to Buyer, as Buyer may, at its option, apply this net amount owing to Buyer in any subsequent monthly statements to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to Buyer within 20 days of receipt of such invoice. (g) Notwithstanding anything to the contrary in this Agreement, for the entire period during which Seller fails to materially comply with any provision set forth in Exhibit G; Any SDD AdjustmentC, as set forth in Exhibit K; Any Forecast penalties owed by Seller to Buyer, as set forth in Exhibit I; Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to shall be responsible for all CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Partyprovided, as set forth in Section 8.02; The agreement of the Parties however, that Buyer shall have no liability to make any energy payments to if Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under complies fully with Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement). After the Term End DateC, Buyer shall invoice pay all CAISO Charges (except those CAISO Charges for which Seller is responsible under Exhibit E) for all payment adjustments within 60 days up to 1 MW of Buyerdeviation of Seller’s receipt forecast of all electric energy from the Metered Energy, and Seller shall be responsible only for CAISO Charges attributable to such deviations in excess of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)1 MW.

Obligation to Pay. For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. Payment Adjustments. Buyer shall adjust each Monthly Contract Payment to Seller to account for: Scheduling Fees owed by Seller to Buyer, as set forth in Exhibit G; Any SDD Adjustment, as set forth in Exhibit K; Any Forecast payment reductions or penalties owed by Seller to Buyer, as set forth in Exhibit I; Any CAISO Charges or other charges owed by Seller to Buyer, in each case, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L[Intentionally Omitted]; Any SC Trade Settlement Amount owed by either Party RA Deficit Payments pursuant to the other Party, as set forth in Exhibit MSection 3.02(d); Any payment adjustments (including adjustments to CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Party, as set forth in Section 8.028.2; The agreement of the Parties that Buyer shall have no liability to make any energy payments to Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. . During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a thirty (30-) day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate the payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)adjustment. After the Term End DateDate and, if applicable, after the end of the Curtailed Return Term, Buyer shall invoice Seller for all any payment adjustments within 60 sixty (60) days of Buyer’s receipt of all of the information required in order to calculate the payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)adjustment. Payment Statement and Payment.

Obligation to Pay. (a) For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. Payment AdjustmentsB; provided, however, Buyer is not obligated to issue a payment to Seller until the amount due to Seller pursuant to this Agreement exceeds $50.00, making adjustment for the fees set forth in this Agreement and any applicable tariff charges. (b) Subject to Section 4.01(a), Buyer shall provide a payment statement within 30 days after the last Business Day of each calendar month, which statement shall include Buyer’s payment to Seller and a calculation thereof. (c) If Buyer determines that a calculation of Metered Energy is incorrect as a result of an inaccurate meter reading or the correction of data. Buyer shall adjust each Monthly Contract Payment recompute the Metered Energy quantity for the period of the inaccuracy based on an adjustment of such inaccurate meter reading. Buyer shall then recompute any payment or payment adjustment affected by such inaccuracy. Any amount due from Buyer to Seller or Seller to account for: Scheduling Fees Buyer, as the case may be, shall be made as an adjustment to a subsequent monthly statement that is calculated after Buyer’s recomputation using corrected measurements. If the recomputation results in a net amount owed to Buyer after offsetting any amounts owing to Seller as shown on a subsequent monthly statement, any such additional amount still owing to Buyer shall be shown as an adjustment on Seller’s statement until such amount is fully collected by Buyer. (d) Buyer may deduct amounts that would otherwise be due to Seller under this Agreement from any amounts owing and unpaid by Seller to Buyer arising out of or related to any other agreement, tariff, obligation or liability pertaining to the Generating Facility. (e) Except as otherwise provided for in this Agreement, if, within 90 days of receipt of Buyer’s payment statement, Seller does not give Notice to Buyer of an error, then Seller shall be deemed to have waived any error in Buyer’s statement, computation and payment and the statement shall be conclusively deemed correct and complete. If Seller timely identifies an error in Seller’s favor and Buyer agrees that the identified error occurred, Buyer shall reimburse Seller for the amount of the underpayment caused by the error and add the underpayment to a subsequent monthly statement that is calculated. If Seller identifies an error in Buyer’s favor and Buyer agrees that the identified error occurred, Seller shall reimburse Buyer for the amount of overpayment caused by the error and Buyer shall apply the overpayment to a subsequent statement that is calculated. If the recomputation results in a net amount still owing to Buyer after applying the overpayment, a subsequent statement shall show a net amount owing to Buyer. (f) Notwithstanding anything to the contrary in this Agreement, if any payment statement shows amounts owed by Seller to Buyer, as set forth Buyer may, at its option, apply this net amount owing to Buyer in Exhibit G; Any SDD Adjustment, as set forth in Exhibit K; Any Forecast penalties owed by Seller to Buyer, as set forth in Exhibit I; Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Party, as set forth in Section 8.02; The agreement of the Parties that Buyer shall have no liability to make any energy payments subsequent monthly statements to Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement). After the Term End Date, Buyer shall invoice Seller for all payment adjustments such amount, in which case Seller must pay the amount owing to Buyer within 60 20 days of Buyer’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)such invoice.

Obligation to Pay. (a) For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. Payment AdjustmentsB; provided, however, Buyer is not obligated to issue a payment to Seller until the amount due to Seller pursuant to this Agreement exceeds $5,000.00 after set-offs and adjustments in accordance with this Agreement. Buyer shall adjust each Monthly Contract Payment in accordance with the terms of this Agreement, including making adjustment for Scheduling Fees and any CAISO Charges. (b) Subject to Section 4.01(a), Buyer shall provide a payment statement within 30 days after the last Business Day of each calendar month, which statement shall include Buyer’s payment to Seller and a calculation thereof. (c) If Buyer determines that a calculation of Metered Energy is incorrect as a result of an inaccurate meter reading or the correction of data by the CAISO, Buyer shall recompute the Metered Energy quantity for the period of the inaccuracy based on an adjustment of such inaccurate meter reading. Buyer shall then recompute any payment or payment adjustment affected by such inaccuracy. Any amount due from Buyer to account for: Scheduling Fees Seller or Seller to Buyer, as the case may be, shall be made as an adjustment to a subsequent monthly statement that is calculated after Buyer’s recomputation using corrected measurements. If the recomputation results in a net amount owed to Buyer after offsetting any amounts owing to Seller as shown on a subsequent monthly statement, any such additional amount still owing to Buyer shall be shown as an adjustment on Seller’s statement until such amount is fully collected by Buyer. (d) Buyer may deduct amounts that would otherwise be due to Seller under this Agreement from any amounts owing and unpaid by Seller to Buyer arising out of or related to any other agreement, tariff, obligation or liability pertaining to the Generating Facility. (e) Except as otherwise provided for in this Agreement, if, within 90 days of receipt of Buyer’s payment statement, Seller does not give Notice to Buyer of an error, then Seller shall be deemed to have waived any error in Buyer’s statement, computation and payment and the statement shall be conclusively deemed correct and complete. If Seller timely identifies an error in Seller’s favor and Buyer agrees that the identified error occurred, Buyer shall reimburse Seller for the amount of the underpayment caused by the error and add the underpayment to a subsequent monthly statement that is calculated. If Seller identifies an error in Buyer’s favor and Buyer agrees that the identified error occurred, Seller shall reimburse Buyer for the amount of overpayment caused by the error and Buyer shall apply the overpayment to a subsequent statement that is calculated. If the recomputation results in a net amount still owing to Buyer after applying the overpayment, a subsequent statement shall show a net amount owing to Buyer. (f) Notwithstanding anything to the contrary in this Agreement, if any payment statement shows amounts owed by Seller to Buyer, as Buyer may, at its option, apply this net amount owing to Buyer in any subsequent monthly statements to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to Buyer within 20 days of receipt of such invoice. (g) Notwithstanding anything to the contrary in this Agreement, for the entire period during which Seller fails to materially comply with any provision set forth in Exhibit G; Any SDD AdjustmentC, as set forth in Exhibit K; Any Forecast penalties owed by Seller to Buyer, as set forth in Exhibit I; Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to shall be responsible for all CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Partyprovided, as set forth in Section 8.02; The agreement of the Parties however, that Buyer shall have no liability to make any energy payments to if Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under complies fully with Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement). After the Term End DateC, Buyer shall invoice pay all CAISO Charges (except those CAISO Charges for which Seller is responsible under Exhibit E) for all payment adjustments within 60 days up to 1 MW of Buyerdeviation of Seller’s receipt forecast of all electric energy from the Metered Energy, and Seller shall be responsible only for CAISO Charges attributable to such deviations in excess of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)1 MW.

Obligation to Pay. For Seller’s full compensation under Subject to the provisions of Article IX, the Lessee agrees to pay the Lessor, its successors, and assigns, for the right of use, acquisition and purchase of Property, the sum obtained by adding the Rent Payments (denominated into components of principal and interest) in the amounts equal to the principal and interest due on the Certificates issued pursuant to the Trust Indenture, which such Certificates may be delivered in one installment, provided, however, and except as provided in this AgreementLease, during including Section 4.7, such Rent Payments shall not exceed the Term, Buyer amounts specified in Exhibit B hereto. Each Rent Payment shall make a monthly be made by the Lessee directly to the Trustee on or before the day prior to the scheduled date of payment (a “Monthly Contract Payment”) calculated of the components of principal and interest due to be made with respect to the Certificates. Each Rent Payment shall be made in accordance with Exhibit D. the terms of this Section 4.4. Any amount held in the Rent Payment AdjustmentsFund on any date when a Rent Payment is required to be made shall be credited towards the Rent Payment then due and payable; and no Rent Payment need be made by the Lessee into the Rent Payment Fund on any such date if the amounts then held in the Rent Payment Fund are at least equal to the Rent Payment then required to be paid. Buyer The Lessee hereby covenants to establish and maintain with respect to the Lease, a special interest and sinking fund to be denoted the "Rent Payment Fund", established pursuant to Section 5.02 of the Indenture, solely for the benefit of such Lease with the Trustee. The Rent Payment Fund shall adjust be kept separate and apart from all other funds and accounts of the Lessee and held in trust for the benefit of Owners of the Certificates, and shall be used only for paying the Rent Payments. All ad valorem taxes levied and collected for the purpose of making such Rent Payments shall be deposited, just prior to the payment of interest to be paid to the Lessor pursuant to each Monthly Contract Payment Lease. The obligation of the Lessee to Seller make the Rent Payments is absolute and unconditional and is not subject to account for: Scheduling Fees owed by Seller abatement or set-off. There shall annually be assessed, levied, and collected upon all taxable property in Lessee, in addition to Buyerall other taxes, a tax which will be sufficient to raise and produce the money required to pay the interest component of the Rent Payments as such interest component comes due and to provide and maintain a sinking fund adequate to pay the principal component of the Rent Payments as such principal component matures, pursuant to § 6-15A-6 of the Act, as set forth in Exhibit G; Any SDD Adjustmentthe same becomes due and payable, without limit as set forth in Exhibit K; Any Forecast penalties owed to rate or amount. The Board of Education of Lessee ("Board of Education") shall establish adequate budgetary provision, approved by Seller the New Mexico Public Education Department, to Buyerpromptly pay as it becomes due, as set forth in Exhibit I; Any CAISO Charges owed by Seller all Rent Payments. This Section is hereby declared to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party be the certificates to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Party, as set forth in Section 8.02; The agreement County Commissioners of the Parties that Buyer shall have no liability to make any energy payments to Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% Counties of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under Exhibit S; ▇▇▇▇ ▇▇▇ and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt , New Mexico as to the amount of all taxes necessary to be levied for the purposes herein stated. Said tax shall annually be assessed, levied and collected at the same time and in the same manner as other taxes are assessed and collected, but nothing herein contained shall be construed as to prevent Lessee or the officers thereof from applying any other funds available for that purpose to the payment of said Rent Payments as the same respectively mature and become due, and upon such payments, the levies herein provided for, may thereupon, to that extent, be diminished. The sums produced by the levies above provided to meet the Rent Payments when due, are hereby applied for that purpose, and the amount for each year will be included in the annual budget and the appropriation bills to be adopted and passed by the Board of Education in each year, respectively. The Board of Education does hereby levy and order to be levied, taxes sufficient to pay the Rent Payments. It shall be the duty of the information required Board of Education annually at the time and in order to calculate payment adjustments (unless otherwise the manner provided by law for in Exhibit Slevying other taxes, if Section 1.06(d) provides that Buyer has assumed some or all such action shall be necessary, to effectuate the provisions hereof with reference to the levy and collection of taxes; and the Board of Education shall require the officers of and for Lessee to levy, extend, and collect such taxes in the manner provided by law for the purpose of funding the Rent Payment Fund for the payment of the GHG Compliance Costs under this Agreement)Rent Payments. After Such taxes, when collected, shall be kept for and applied only to the Term End Date, Buyer shall invoice Seller for all payment adjustments within 60 days of Buyer’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit SRent Payments as hereinbefore specified. However, if Section 1.06(d) provides that Buyer has assumed some or all such taxes are insufficient for payment of the GHG Compliance Costs under this Agreement)Rent Payments, Lessee may use other funds that are lawfully available to make such payments. Said ad valorem taxes, sufficient to provide for the payment of the interest component and principal component of the Rent Payments as such interest component comes due and such principal component matures, are hereby pledged for such payment.

Obligation to Pay. For Seller’s full compensation under Subject to the provisions of Article IX, the Lessee agrees to pay the Lessor, its successors, and assigns, for the right of use, acquisition and purchase of Property, the sum obtained by adding the Rent Payments (denominated into components of principal and interest) in the amounts equal to the principal and interest due on the Certificate issued pursuant to the Trust Indenture, which such Certificate may be delivered in one installment, provided, however, and except as provided in this AgreementLease, during including Section 4.7, such Rent Payments shall not exceed the Term, Buyer amounts specified in Exhibit B hereto. Each Rent Payment shall make a monthly be made by the Lessee directly to the Trustee on or before the day prior to the scheduled date of payment (a “Monthly Contract Payment”) calculated of the components of principal and interest due to be made with respect to the Certificate. Each Rent Payment shall be made in accordance with Exhibit D. the terms of Section 4.4 hereof. Any amount held in the Rent Payment AdjustmentsFund on any date when a Rent Payment is required to be made shall be credited towards the Rent Payment then due and payable; and no Rent Payment need be made by the Lessee into the Rent Payment Fund on any such date if the amounts then held in the Rent Payment Fund are at least equal to the Rent Payment then required to be paid. Buyer The Lessee hereby covenants to establish and maintain with respect to the Lease, a special interest and sinking fund to be denoted the "Rent Payment Fund", established pursuant to Section 5.02 of the Indenture, solely for the benefit of such Lease with the Trustee. The Rent Payment Fund shall adjust be kept separate and apart from all other funds and accounts of the Lessee and held in trust for the benefit of Owners of the Certificate, and shall be used only for paying the Rent Payments. All ad valorem taxes levied and collected for the purpose of making such Rent Payments shall be deposited, just prior to the payment of interest to be paid to the Lessor pursuant to each Monthly Contract Payment Lease. The obligation of the Lessee to Seller make the Rent Payments is absolute and unconditional and is not subject to account for: Scheduling Fees owed by Seller abatement or set-off. There shall annually be assessed, levied, and collected upon all taxable property in Lessee, in addition to Buyerall other taxes, a tax which will be sufficient to raise and produce the money required to pay the interest component of the Rent Payments as such interest component comes due and to provide and maintain a sinking fund adequate to pay the principal component of the Rent Payments as such principal component matures, pursuant to Section 6-15A-6 of the Act, as set forth in Exhibit G; Any SDD Adjustmentthe same becomes due and payable, without limit as set forth in Exhibit K; Any Forecast penalties owed to rate or amount. The Board of Education of Lessee ("Board of Education") shall establish adequate budgetary provision, approved by Seller the New Mexico Public Education Department, to Buyerpromptly pay as it becomes due, as set forth in Exhibit I; Any CAISO Charges owed by Seller all Rent Payments. This Section is hereby declared to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party be the certificate to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Party, as set forth in Section 8.02; The agreement County Commissioners of the Parties that Buyer shall have no liability to make any energy payments to Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% Counties of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under Exhibit S; ▇▇▇▇ ▇▇▇ and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt , New Mexico as to the amount of all taxes necessary to be levied for the purposes herein stated. Said tax shall annually be assessed, levied and collected at the same time and in the same manner as other taxes are assessed and collected, but nothing herein contained shall be construed as to prevent Lessee or the officers thereof from applying any other funds available for that purpose to the payment of said Rent Payments as the information required same respectively mature and become due, and upon such payments, the levies herein provided for, may thereupon, to that extent, be diminished. The sums produced by the levies above provided to meet the Rent Payments when due, are hereby applied for that purpose, and the amount for each year will be included in the annual budget and the appropriation bills to be adopted and passed by the Board of Education in each year, respectively. The Board of Education does hereby levy and order to calculate payment adjustments (unless otherwise provided for in Exhibit Sbe levied, if Section 1.06(d) provides that Buyer has assumed some or all of taxes sufficient to pay the GHG Compliance Costs under this Agreement). After the Term End Date, Buyer shall invoice Seller for all payment adjustments within 60 days of Buyer’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement).Rent

Obligation to Pay. (a) For Seller’s full compensation under this Agreement, during the Term, Buyer shall make a monthly payment (a “Monthly Contract Payment”) calculated in accordance with Exhibit D. Payment AdjustmentsB or Exhibit B (1), as determined pursuant to Section 1.07 provided, however, Buyer is not obligated to issue a payment to Seller until the amount due to Seller pursuant to this Agreement exceeds $5,000.00 after set-offs and adjustments in accordance with this Agreement. Buyer shall adjust each Monthly Contract Payment in accordance with the terms of this Agreement, including making adjustment for the fees set forth in Section 1.08 and any CAISO Charges. (b) Subject to Section 4.01(a), Buyer shall provide a payment statement within 30 days after the last Business Day of each calendar month, which statement shall include Buyer’s payment to Seller and a calculation thereof. (c) If Buyer determines that a calculation of Metered Energy is incorrect as a result of an inaccurate meter reading or the correction of data by the CAISO, Buyer shall recompute the Metered Energy quantity for the period of the inaccuracy based on an adjustment of such inaccurate meter reading. Buyer shall then recompute any payment or payment adjustment affected by such inaccuracy. Any amount due from Buyer to account for: Scheduling Fees Seller or Seller to Buyer, as the case may be, shall be made as an adjustment to a subsequent monthly statement that is calculated after ▇▇▇▇▇’s recomputation using corrected measurements. If the recomputation results in a net amount owed to Buyer after offsetting any amounts owing to Seller as shown on a subsequent monthly statement, any such additional amount still owing to Buyer shall be shown as an adjustment on Seller’s statement until such amount is fully collected by Buyer. (d) Buyer may deduct amounts that would otherwise be due to Seller under this Agreement from any amounts owing and unpaid by Seller to Buyer arising out of or related to any other agreement, tariff, obligation or liability pertaining to the Generating Facility. (e) Except as otherwise provided for in this Agreement, if, within 90 days of receipt of Buyer’s payment statement, Seller does not give Notice to Buyer of an error, then Seller shall be deemed to have waived any error in Buyer’s statement, computation and payment and the statement shall be conclusively deemed correct and complete. If Seller timely identifies an error in Seller’s favor and ▇▇▇▇▇ agrees that the identified error occurred, ▇▇▇▇▇ shall reimburse Seller for the amount of the underpayment caused by the error and add the underpayment to a subsequent monthly statement that is calculated. If ▇▇▇▇▇▇ identifies an error in ▇▇▇▇▇’s favor and ▇▇▇▇▇ agrees that the identified error occurred, ▇▇▇▇▇▇ shall reimburse Buyer for the amount of overpayment caused by the error and Buyer shall apply the overpayment to a subsequent statement that is calculated. If the recomputation results in a net amount still owing to Buyer after applying the overpayment, a subsequent statement shall show a net amount owing to Buyer. (f) Notwithstanding anything to the contrary in this Agreement, if any payment statement shows amounts owed by Seller to Buyer, as Buyer may, at its option, apply this net amount owing to Buyer in any subsequent monthly statements to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to Buyer within 20 days of receipt of such invoice. (g) Notwithstanding anything to the contrary in this Agreement, for the entire period during which Seller fails to materially comply with any provision set forth in Exhibit G; Any SDD AdjustmentC, as set forth in Exhibit K; Any Forecast penalties owed by Seller to Buyer, as set forth in Exhibit I; Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit J; Any Physical Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit L; Any SC Trade Settlement Amount owed by either Party to the other Party, as set forth in Exhibit M; Any payment adjustments (including adjustments to shall be responsible for all CAISO Charges) provided for under this Agreement; Any Governmental Charges owed by either Party to the other Partyprovided, as set forth in Section 8.02; The agreement of the Parties however, that Buyer shall have no liability to make any energy payments to if Seller for any electricity deliveries from the Generating Facility in a Term Year that exceed 120% of Expected Term Year Energy Production; If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, any payment adjustments provided for under complies fully with Exhibit S; and Any payment adjustments resulting from Buyer-instructed curtailments, as set forth in Exhibit U. During the Term, any payment adjustments will be added to or deducted from a subsequent regular Monthly Contract Payment that is made by Buyer to Seller after the expiration of a 30-day period which begins upon ▇▇▇▇▇’s receipt of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement). After the Term End DateC, Buyer shall invoice pay all CAISO Charges (except those CAISO Charges for which Seller is responsible under Exhibit E) for all payment adjustments within 60 days up to 1 MW of Buyerdeviation of Seller’s receipt Forecast from the Metered Energy, and Seller shall be responsible only for CAISO Charges attributable to such deviations in excess of all of the information required in order to calculate payment adjustments (unless otherwise provided for in Exhibit S, if Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement)1 MW.