Common use of Purchases by Buyer Clause in Contracts

Purchases by Buyer. (a) For all Delivered Energy comprised of Facility Energy from a New Facility prior to its Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Prior Commitment Period but prior to its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy in accordance with Section 3.10. (b) For all Delivered Energy comprised of Facility Energy from a New Facility after its Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy and all Replacement Energy for the price set forth in Section 2 of Appendix A; provided that, in no event shall Buyer be obligated to purchase or receive Delivered Energy, together with any Replacement Energy, in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation. (c) Notwithstanding Section 6.1(b), during the period of time between the day that is one hundred eighty (180) days following the Commercial Operation Date of a New Facility and the day that is one (1) day following the date upon which Buyer receives evidence that such New Facility is CEC Certified (the “Pre-Certification Period”), Buyer may retain a portion of any payment to be made to Seller hereunder associated with the Delivered Energy from such Facility in an amount equal to the positive difference between (1) the price of the Delivered Energy pursuant to Section 6.1(b), and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month in which the deliveries occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Buyer shall release such retained amount, which shall not be calculated with interest of any kind, within forty five (45) days following the receipt of evidence satisfactory to Buyer from Seller that the New Facility is CEC Certified. Within thirty (30) days after any removal of a New Facility under Section 3.12, Seller shall refund to Buyer, for Delivered Energy associated with such New Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date of such New Facility that has not been CEC Certified at the price set forth in paragraph 2 of Appendix A, the positive difference between (1) the price paid by Buyer and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month or months in which the deliveries of such Delivered Energy occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Upon such removal, Seller shall have no obligation to transfer any Environmental Attributes related to the Delivered Energy from the removed New Facility.

Purchases by Buyer. ‌ (a) For Prior to the Interim Operation Period, if applicable, or prior to the Commercial Operation Date, if there is no Interim Operation Period, Seller shall sell and deliver, and Buyer shall receive and purchase all Delivered Energy comprised for the price set forth in paragraph 1 of Facility Energy from a New Facility prior to its Appendix A.‌ (b) During the Interim Operation Period and on and after the Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Prior Commitment Period but prior to its continuing for the Delivery Commencement DateTerm, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy in accordance with Section 3.10. (b) For all Delivered Energy comprised of Facility Energy from a New Facility after its Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy and all Replacement Energy for the price set forth in Section paragraph 2 of Appendix AA (except as provided in Section 3.9(c)); provided that, in no event shall Buyer be obligated to purchase or receive Delivered Energy, together with any Replacement Energy, in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation.Generation.‌ (c) Notwithstanding Section 6.1(b), during the period of time between the day that is one hundred eighty (180) days following the Commercial Operation Date of a New Facility and the day that is one (1) day following the date upon which Buyer receives evidence that such New the Facility is CEC Certified (the “Pre-Certification Period”), Buyer may retain a portion of any payment to be made to Seller hereunder associated with the Delivered Energy from such Facility in an amount equal to the positive difference between (1) the price of the Delivered Energy pursuant to Section 6.1(b6.1(a), and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month in which the deliveries occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Dow Xxxxx Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the PartiesIndex. Buyer shall release such retained amount, which shall not be calculated with interest of any kind, within forty five (45) days following the receipt of evidence satisfactory to Buyer from Seller that the New Facility is CEC Certified. Within thirty (30) days after of any removal termination of a New Facility this Agreement‌ under Section 3.122.4(e), Seller shall refund to Buyer, for Delivered Energy associated with such New Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date of such New Facility that has not been CEC Certified at the price set forth in paragraph 2 of Appendix A, the positive difference between (1) the price paid by Buyer and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month or months in which the deliveries of such Delivered Energy occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Dow Xxxxx Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the PartiesIndex. Upon such removaltermination, Seller shall have no obligation to transfer any Environmental Attributes related to the Delivered Energy from to Buyer and Buyer hereby waives any rights to such Environmental Attributes; to the removed New Facilityextent that Seller transferred any such Environmental Attributes to Buyer prior to termination, Buyer shall reconvey such Environmental Attributes to Seller within thirty (30) days of termination.

Purchases by Buyer. (a) For all Delivered The Facility shall have a Contract Capacity not to exceed 102 MW, with an expected capacity at the Point of Delivery of not more than 100.5 MW. (b) Prior to the earlier of the completion of the STS Upgrade or December 31, 2010, Seller shall not deliver any Interim Energy comprised of Facility in an amount greater than the Maximum Interim Energy from a New Facility prior Amount. (c) Prior to its the Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Prior Commitment Period but prior to its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all accept the Startup and Test Energy at the rate for such Delivered Energy set forth in accordance with Section 3.10.paragraph 2 of the payment schedule set forth in Appendix A. (bd) For all Delivered Energy comprised of Facility Energy from a New Facility after its After Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Delivery Commencement Dateduring the Interim Period, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered accept the Interim Energy and all Replacement at the Interim Energy for the price Rate set forth in Section 2 paragraph 5 of the payment schedule set forth in Appendix AA. (e) At least ninety (90) days prior to the anticipated Commercial Operation Date, Seller shall deliver to Buyer a written declaration of the planned Contract Capacity of the Facility, the planned capacity at the Point of Delivery, and the planned Guaranteed Generation; provided thatand, if Commercial Operation is expected to be achieved in the Early Completion Facility Configuration, an indication of whether Seller anticipates installing additional wind turbines. (f) The Guaranteed Generation shall be calculated based on a written certification to be furnished to Buyer and prepared by AWS Truewind, LLC, or a qualified wind consultant to be selected by Seller and subject to Buyer’s approval, of the P99 Energy which shall be based on the Contract Capacity as of the Commercial Operation Date, less Station Usage Energy and transmission losses from the Facility to the Point of Delivery, multiplied by twenty (20) years; provided, however, that the Guaranteed Generation shall in no event shall Buyer be obligated to purchase or receive Delivered Energy, together with any Replacement Energy, in excess based on an amount of planned Contract Capacity greater than the Early Completion Facility Configuration consisting of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generationactual Contract Capacity installed on the Commercial Operation Date. (cg) Notwithstanding Section 6.1(b), during the period of time between the day On a date that is the later of: (i) one hundred eighty twenty (180120) days following the Commercial Operation Date of a New Facility and the day that is one (ii) January 1) day following the date upon which Buyer receives evidence that such New Facility is CEC Certified (the “Pre-Certification Period”), 2011, Buyer may retain a portion of any payment to be made shall pay to Seller hereunder associated with the Delivered Energy from such Facility Prepayment Amount set forth in an amount equal to Appendix I for the positive difference between (1) the price of the Delivered Energy Guaranteed Generation, as calculated pursuant to Section 6.1(b7.1(f); provided, and (2) the average that all of the on-peak and off-peak Energy prices, weighted by conditions in Section 7.2 have been met or will be met concurrently with the number making of hours in the on-peak and off-peak periodsPrepayment Amount. (h) Following the Prepayment Date, during the month in which the deliveries occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Buyer shall release such retained amount, which shall not be calculated with interest of any kind, within forty five (45) days following the receipt of evidence satisfactory to Buyer from Seller that the New Facility is CEC Certified. Within thirty (30) days after any removal of a New Facility under Section 3.12each Contract Year, Seller shall refund to Buyermake available, schedule and deliver, and Buyer shall accept and purchase (for which the Prepayment Amount is Seller’s consideration), the Guaranteed Annual Quantity for such Contract Year from the Facility during the Delivery Term. (i) For all Excess Energy delivered in each Contract Year, Buyer shall pay Seller the Excess Energy Price in accordance with paragraph 1 of the payment schedule set forth in Appendix A. (j) For all Delivered Energy associated with such New Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date Date, Buyer shall pay Seller the Environmental Attributes Payment in accordance with paragraph 3 of such New Facility that has not been CEC Certified at the price payment schedule set forth in paragraph 2 of Appendix A. (k) Commencing on the Prepayment Date, except as otherwise provided in Appendix A, Buyer shall reimburse Seller for all Taxes and Operating Insurance premiums following the positive difference between (1) Prepayment Date, pursuant to Appendix A. Such reimbursement amounts will be estimated by Seller prior to the price year of payment, divided by 12, and paid monthly by Buyer. Any overpayment or underpayment by Buyer of reimbursement amounts for such actual Taxes and Operating Insurance premiums paid by Seller will be reconciled through an adjustment to the invoice sent to Buyer and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during month following the month or months in which the deliveries applicable year of such Delivered Energy occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Upon such removal, Seller shall have no obligation to transfer any Environmental Attributes related to the Delivered Energy from the removed New Facilitypayment.

Purchases by Buyer. APPROVAL DRAFT (a) For all Delivered Energy comprised of Facility Energy from a New Facility prior to its Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Prior Commitment Period but prior to its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy in accordance with Section 3.10. (b) For all Delivered Energy comprised of Facility Energy from a New Facility after its Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy and all Replacement Energy for the price set forth in Section 2 of Appendix A; provided that, in no event shall Buyer be obligated to purchase or receive Delivered Energy, together with any Replacement Energy, Energy in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation. (c) Notwithstanding Section 6.1(b), during the period of time between the day that is one hundred eighty (180) days following the Commercial Operation Date of a New Facility and the day that is one (1) day following the date upon which Buyer Xxxxx receives evidence that such New Facility is CEC Certified (the “Pre-Certification Period”)Certified, Buyer may retain a portion of any payment to be made to Seller hereunder associated with the Delivered Energy from such Facility in an amount equal to the positive difference between (1) the price of the Delivered Energy pursuant to Section 6.1(b), and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-on- peak and off-peak periods, during the month in which the deliveries occurred for Energy that is not from an eligible renewable energy resource Eligible Renewable Energy Resource under the RPS LawRPS, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Buyer shall release such retained amount, which shall not be calculated with interest of any kind, within forty forty-five (45) days following the receipt of evidence satisfactory to Buyer from Seller that the New Facility is CEC Certified. Within thirty (30) days after any removal of a New Facility under Section 3.123.11, Seller shall refund to Buyer, for Delivered Energy associated with such New Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date of such New Facility that has not been CEC Certified at the price set forth in paragraph 2 of Appendix A, the positive difference between (1) the price paid by Buyer and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-on- peak and off-peak periods, during the month or months in which the deliveries of such Delivered Energy occurred for Energy that is not from an eligible renewable energy resource Eligible Renewable Energy Resource under the RPS LawRPS, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Upon such removal, Seller shall have no obligation to transfer any Environmental Green Attributes related to the Delivered Energy from the removed New Facility. APPROVAL DRAFT (d) At its sole discretion, Buyer or Project Participants may re-sell or use for another purpose all or a portion of the Facility Energy, Replacement Energy, Capacity Rights, and associated Green Attributes, provided that no such re-sale or use shall relieve Buyer of any obligations hereunder. Buyer shall have exclusive rights to offer, bid, or otherwise submit the Facility Energy, Replacement Energy, Capacity Rights, and associated Green Attributes for resale in the market, and retain and receive any and all related revenues. Buyer has no obligation to purchase from Seller any Facility Energy, Replacement Energy, and associated Green Attributes for which the Facility Energy is not or cannot be delivered to the Points of Delivery as a result of an outage of a Facility, a Force Majeure, curtailments required under a Facility’s interconnection agreement, or curtailments required by Buyer due to a System Emergency not resulting from the fault or negligence of Buyer.

Purchases by Buyer. (a) For all Delivered Energy comprised Subject to the terms of Facility Energy from a New Facility this Agreement, prior to its the Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Prior Commitment Period but prior to its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receivepurchase, all such Delivered the Products associated with Test Energy for the applicable Contract Price set forth in accordance with Section 3.10.1 of Appendix A. EXHIBIT A-45 (b) For all Delivered Energy comprised Subject to the terms of Facility Energy from a New Facility this Agreement, and except as set forth in Section 6.1(d), on and after its the Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its continuing for the Delivery Commencement DateTerm, Seller shall sell and deliver, and Buyer shall purchase purchase, the Products associated with Facility Energy (other than Excess Energy) and receive, all such Delivered Energy and all Replacement Energy at the applicable Contract Price set forth in Section 1 of Appendix A. (c) Subject to this Agreement, and except as set forth in Section 6.1(d), on and after the Commercial Operation Date and continuing for the price Delivery Term, Seller shall sell and deliver, and Buyer shall purchase, the Products associated with Excess Energy at the applicable Contract Price set forth in Section 2 of Appendix AA. (d) Seller shall ensure that the Facility is CEC Certified by the date that is six (6) months following the Commercial Operation Date; provided that, in no event that such six (6)-month period shall Buyer automatically be obligated to purchase extended for an additional six (6) month period if the delay is caused by any reason other than an act or receive Delivered Energy, together with any Replacement Energy, in excess omission of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation. (c) Notwithstanding Section 6.1(b), during Seller. During the period of time between the day that is one hundred eighty (180) days following date Seller first delivers Test Energy from the Commercial Operation Date of a New Facility and the day that is one (1) day following the date upon which Seller delivers evidence to Buyer receives evidence that such New the Facility is CEC Certified (the “Pre-Certification Period”), the Contract Price shall exclude the applicable Green Attribute Price. Upon the Facility being CEC Certified: (a) subject to Section 11.2(b) Buyer may retain a portion of any payment shall pay to Seller the applicable Green Attribute Price associated with Facility Energy delivered during the Pre-Certification Period and subsequently determined to be made RPS Compliant as evidenced by WREGIS Certificates that have been created, credited and transferred to Seller hereunder associated Buyer’s account in accordance with the Delivered Energy from such Facility in an amount equal to the positive difference between Section 8.4; and (1b) the price of for Product following such certification shall be the Delivered Energy pursuant to Section 6.1(b), and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month in which the deliveries occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Contract Price Index or its successor index, or any other index mutually agreed by the Parties. Buyer shall release such retained amount, which shall not be calculated with interest of any kind, within forty five (45) days following the receipt of evidence satisfactory to Buyer from Seller that the New Facility is CEC Certified. Within thirty (30) days after any removal of a New Facility under Section 3.12, Seller shall refund to Buyer, for Delivered Energy associated with such New Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date of such New Facility that has not been CEC Certified at the price set forth in paragraph 2 Section 1 of Appendix A, A. If the positive difference between (1) Facility is not CEC-Certified on or before the price paid by Buyer and (2) the average expiration of the on-peak six (6) or twelve (12) month period (as applicable) provided in this Section 6.1, Buyer shall be entitled, at Buyer’s sole discretion and off-peak Energy priceswithout penalty, weighted by to (A) terminate this Agreement with respect to some or all of the number of hours Contract Capacity as provided in Section 2.4(f) or (B) exclude the on-peak and off-peak periods, during the month or months in which the deliveries of such Delivered Energy occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity applicable Green Attribute Price Index or its successor index, or any other index mutually agreed by the Parties. Upon such removal, Seller shall have no obligation to transfer any Environmental Attributes related to the Delivered Energy from the removed New FacilityContract Price for the remainder of the Delivery Term.

Purchases by Buyer. (a) For Prior to the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall receive and purchase all Delivered Energy comprised for the Contract Price set forth in paragraph 1 of Facility Energy from a New Facility prior to its Appendix A. (b) On and after the Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Prior Commitment Period but prior to its continuing for the Delivery Commencement DateTerm, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy in accordance with Section 3.10. (b) For all Delivered Energy comprised of Facility Energy from a New Facility after its Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy and all Replacement Energy for the price applicable Contract Price set forth in Section paragraph 2 and paragraph 3 of Appendix A; provided that, in no event shall Buyer be obligated to purchase or receive Delivered Energy, together with any Replacement Energy, in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation.A. (c) Notwithstanding Section 6.1(b), during the period of time between the day that is one hundred eighty (180) days following the Commercial Operation Date of a New Facility and the day that is one (1) day following the date upon which Buyer receives evidence that such New the Facility is CEC Certified (the “Pre-Certification Period”), Buyer may retain a portion of any the payment to be made to Seller hereunder associated with the for Delivered Energy from such Facility in an amount any billing/payment period equal to the positive difference between amount by which (1) the price aggregate amount payable for such billing/payment period based on the Contract Price of the Delivered Energy pursuant to Section 6.1(b), 6.1(a) and (b) exceeds (2) the aggregate amount that would be payable for such billing/payment period if the Contract Price were based on the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, price during the month in which the deliveries occurred such billing/payment period for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Dow Xxxxx Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the PartiesIndex. Buyer shall release such retained amount, which shall not be calculated with without interest of any kind, within forty five (45) days following the receipt of evidence reasonably satisfactory to Buyer from Seller that the New Facility is CEC Certified. Within thirty (30) days after any removal If requested by Seller, in lieu of the foregoing retention, Buyer shall reasonably cooperate with Seller to allow Seller to post a New Facility under Section 3.12letter of credit to Buyer in a form, Seller shall refund from an issuer, and otherwise in accordance with such procedures, all as reasonably acceptable to Buyer, for Delivered Energy associated with such New Facility and purchased by Buyer during in the first one hundred eighty (180amount(s) days following the Commercial Operation Date of such New Facility that has not been CEC Certified at the price set forth in paragraph 2 of Appendix A, the positive difference between (1) the price paid by Buyer and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month or months in which the deliveries of such Delivered Energy occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Upon such removal, Seller shall have no obligation to transfer any Environmental Attributes related to the Delivered Energy from the removed New Facilityforegoing retention.

Purchases by Buyer. (a) For all Delivered Energy comprised Subject to the terms of Facility Energy from a New Facility this Agreement, prior to its the Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Prior Commitment Period but prior to its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered the Products associated with Test Energy for the applicable Contract Price set forth in accordance with Section 3.10.1 of Appendix A. (b) For all Delivered Energy comprised Subject to the terms of Facility Energy from a New Facility this Agreement, and except as set forth in Section 6.1(d), on and after its the Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its continuing for the Delivery Commencement DateTerm, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered the Products associated with Facility Energy (other than Excess Energy) and all the Replacement Energy for Product at the price applicable Contract Price set forth in Section 2 of Appendix A; provided that, in no event shall Buyer be obligated to purchase or receive Delivered Energy, together with any Replacement Energy, in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation.A. (c) Notwithstanding Subject to this Agreement, and except as set forth in Section 6.1(b6.1(d), during on and after the Commercial Operation Date and continuing for the Delivery Term, Seller shall sell and deliver, and Buyer shall purchase and receive, the Products associated with Excess Energy at the applicable Contract Price set forth in Section 3 of Appendix A. (d) Seller shall use good faith efforts to ensure that the Facility is CEC Certified following the Commercial Operation Date. During the period of time between the day that is one hundred eighty (180) days following the Commercial Operation Date of a New Facility and the day that is one (1) day following the date upon which Seller delivers evidence to Buyer receives evidence that such New the Facility is CEC Certified (the “Pre-Certification Period”), Buyer may shall have the right to retain a portion of any payment to be made to Seller hereunder associated with the Delivered Energy from such Facility under Section 6.1(a) and Section 6.1(c) in an amount equal to the positive difference between (1i) the price of the Delivered Energy pursuant to Section 6.1(b)applicable Contract Price, and (2ii) SP-15 Price for the average of the on-peak and off-peak Energy prices, weighted by the number of respective hours in the on-peak and off-peak periods, during the month in which the deliveries occurred for Facility Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Partieswas generated. Buyer shall release such retained amount, which shall not be calculated with without interest of any kind, within forty five (45) days following the receipt of evidence satisfactory to Buyer from Seller that the New Facility is CEC Certified. Within thirty (30) days after following Buyer’s receipt from Seller of the CEC certificate confirming that the Facility is CEC Certified, but only to the extent that Buyer is able to apply the RECs generated by the Facility during the Pre-Certification Period towards compliance with Buyer’s obligations under RPS Law. (e) If the City of Los Angeles, any removal other member of a New Facility under Section 3.12, Seller shall refund to Buyer, and/or Buyer enters into a power purchase agreement or power purchase agreements with Seller or Affiliates of Seller before December 31, 2016, with regard to a generating facility that shares the same CAISO queue position as the Facility, the Contract Price under this Agreement for Delivered Energy associated with such New Facility and purchased by Buyer during the first one hundred eighty (180) days purchases following the Commercial Operation Date of such New Facility that has not been CEC Certified at shall be adjusted to be the price amount set forth in paragraph 2 Appendix A-2 for the applicable aggregate capacity (MWAC) under contract with Seller and/or its Affiliates and the Contract Price for Test Energy and Excess Energy shall be an amount equal to the then-current Contract Price multiplied by 60%. By way of Appendix Aexample, if the City of Los Angeles enters into a power purchase agreement with an Affiliate of Seller for 150MW, the positive difference between (1) Contract Price payable under this Agreement shall be adjusted to $52.32 and the price paid by Buyer of Test Energy and (2) the average of the on-peak and off-peak Excess Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month or months in which the deliveries of such Delivered Energy occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Upon such removal, Seller shall have no obligation be adjusted to transfer any Environmental Attributes related to the Delivered Energy from the removed New Facilityequal $31.39.

Purchases by Buyer. (a) For all Delivered Energy comprised of Facility Energy from a New Facility prior to its Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Prior Commitment Period but prior to its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy in accordance with Section 3.10. (b) For all Delivered Energy comprised of Facility Energy from a New Facility after its Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy and all Replacement Energy for the price set forth in Section 2 of Appendix A; provided that, in no event shall Buyer be obligated to purchase or receive Delivered Energy, together with any Replacement Energy, Energy in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation. (c) Notwithstanding Section 6.1(b), during the period of time between the day that is one hundred eighty (180) days following the Commercial Operation Date of a New Facility and the day that is one (1) day following the date upon which Buyer Xxxxx receives evidence that such New Facility is CEC Certified (the “Pre-Certification Period”)Certified, Buyer may retain a portion of any payment to be made to Seller hereunder associated with the Delivered Energy from such Facility in an amount equal to the positive difference between (1) the price of the Delivered Energy pursuant to Section 6.1(b), and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-on- peak and off-peak periods, during the month in which the deliveries occurred for Energy that is not from an eligible renewable energy resource Eligible Renewable Energy Resource under the RPS LawRPS, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Buyer shall release such retained amount, which shall not be calculated with interest of any kind, within forty forty-five (45) days following the receipt of evidence satisfactory to Buyer from Seller that the New Facility is CEC Certified. Within thirty (30) days after any removal of a New Facility under Section 3.123.11, Seller shall refund to Buyer, for Delivered Energy associated with such New Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date of such New Facility that has not been CEC Certified at the price set forth in paragraph 2 of Appendix A, the positive difference between (1) the price paid by Buyer and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-on- peak and off-peak periods, during the month or months in which the deliveries of such Delivered Energy occurred for Energy that is not from an eligible renewable energy resource Eligible Renewable Energy Resource under the RPS LawRPS, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Upon such removal, Seller shall have no obligation to transfer any Environmental Green Attributes related to the Delivered Energy from the removed New Facility. (d) At its sole discretion, Buyer or Project Participants may re-sell or use for another purpose all or a portion of the Facility Energy, Replacement Energy, Capacity Rights, and associated Green Attributes, provided that no such re-sale or use shall relieve Buyer of any obligations hereunder. Buyer shall have exclusive rights to offer, bid, or otherwise submit the Facility Energy, Replacement Energy, Capacity Rights, and associated Green Attributes for resale in the market, and retain and receive any and all related revenues. Buyer has no obligation to purchase from Seller any Facility Energy, Replacement Energy, and associated Green Attributes for which the Facility Energy is not or cannot be delivered to the Points of Delivery as a result of an outage of a Facility, a Force Majeure, curtailments required under a Facility’s interconnection agreement, or curtailments required by Buyer due to a System Emergency not resulting from the fault or negligence of Buyer.

Purchases by Buyer. (a) For The Facility shall have a Contract Capacity of up to 200 MW and a Guaranteed Generation of 8,500,000 MWh based on a Contract Capacity of 200 MW. On or before the Commercial Operation Date (or such date as specified in Section 2.5 if the Prepayment Amount is deferred as provided therein), Buyer shall pay to Seller the Prepayment Amount set forth in Appendix I for the Guaranteed Generation calculated as provided in Section 3.1(c), except as otherwise provided in Section 2.5(g). (b) Subject to the terms and conditions of this Agreement, all Delivered Energy comprised of Facility the Energy from a New the Facility shall be dedicated to the Buyer. (c) At least 90 days prior to its the anticipated Commercial Operation Date, as set forth in the COD Notice pursuant to Section 5.2, Seller shall deliver to Buyer a written declaration of the planned Contract Capacity and the planned Guaranteed Generation. The calculation of such planned Guaranteed Generation shall be based on a written certification, to be furnished to Buyer with such declaration, of the P99 Energy for the planned Contract Capacity, multiplied by twenty (20) years; provided, however, that such calculation of the planned Guaranteed Generation shall in no event be based on an amount of planned Contract Capacity greater than 110% of the Early Completion Facility Configuration consisting of the actual Contract Capacity installed on the Commercial Operation Date. Such certification of P99 Energy shall be prepared by a recognized wind expert, to be selected by Seller subject to Buyer’s approval, which approval shall not be unreasonably withheld by Buyer. (d) Following the Commercial Operation Date and continuing for the Delivery Term, Seller shall make available, schedule and deliver, and Buyer shall accept and purchase, the Delivered Energy comprised of from the Facility Energy from an Existing Facility after its for the Delivery Term. (e) Prior Commitment Period but prior to its Delivery Commencement the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall accept and purchase and receive, all such the Delivered Energy at the Startup and Test Energy rate in accordance with Section 3.10.paragraph 2 of the payment schedule set forth in Appendix A. (bf) For all Excess Energy delivered following the Commercial Operation Date, Buyer shall pay Seller the Excess Energy Price in accordance with paragraph 1 of the payment schedule set forth in Appendix A. (g) For all Delivered Energy comprised of Facility Energy from a New Facility after its Commercial Operation Date and Delivered Energy comprised of Facility Energy from an Existing Facility after its Delivery Commencement Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy and all Replacement Energy for the price set forth in Section 2 of Appendix A; provided that, in no event shall Buyer be obligated to purchase or receive Delivered Energy, together with any Replacement Energy, in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation. (c) Notwithstanding Section 6.1(b), during the period of time between the day that is one hundred eighty (180) days following the Commercial Operation Date of a New Facility and the day that is one (1) day following the date upon which Buyer receives evidence that such New Facility is CEC Certified (the “Pre-Certification Period”)Date, Buyer may retain a portion of any payment to be made to shall pay Seller hereunder associated the Environmental Attributes Payment in accordance with the Delivered Energy from such Facility in an amount equal to the positive difference between (1) the price paragraph 3 of the Delivered Energy payment schedule set forth in Appendix A. (h) Commencing on the Commercial Operation Date, Buyer shall pursuant to Section 6.1(b), Appendix A reimburse Seller for all Taxes and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month in which the deliveries occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Buyer shall release such retained amount, which shall not be calculated with interest of any kind, within forty five (45) days following the receipt of evidence satisfactory to Buyer from Seller that the New Facility is CEC Certified. Within thirty (30) days after any removal of a New Facility under Section 3.12, Seller shall refund to Buyer, for Delivered Energy associated with such New Facility and purchased by Buyer during the first one hundred eighty (180) days Operating Insurance premiums following the Commercial Operation Date Date, except as otherwise provided in Appendix A. Such reimbursement amounts will be estimated by Seller prior to the year of payment, divided by 12, and paid monthly by Buyer. Any overpayment or underpayment by Buyer of reimbursement amounts for such New Facility that has not been CEC Certified at the price set forth in paragraph 2 of Appendix A, the positive difference between (1) the price actual Taxes and Operating Insurance premiums paid by Seller will be reconciled through an adjustment to the invoice sent to Buyer and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during month following the month or months in which the deliveries applicable year of such Delivered Energy occurred for Energy that is not from an eligible renewable energy resource under the RPS Law, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Upon such removal, Seller shall have no obligation to transfer any Environmental Attributes related to the Delivered Energy from the removed New Facilitypayment.