Common use of Purchases by Buyer Clause in Contracts

Purchases by Buyer. APPROVAL DRAFT (a) For all Delivered Energy comprised of Facility Energy from a Facility prior to its Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receive, such Delivered Energy in accordance with Section 3.10. (b) For all Delivered Energy comprised of Facility Energy from a Facility after its Commercial Operation 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 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 Facility and the day that is one (1) day following the date upon which Xxxxx receives evidence that such Facility is CEC 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- 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, 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 Facility is CEC Certified. Within thirty (30) days after any removal of a Facility under Section 3.11, Seller shall refund to Buyer, for Delivered Energy associated with such Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date of such 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, 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 Green Attributes related to the Delivered Energy from the removed 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. APPROVAL DRAFT (a) For all Delivered Energy comprised of Facility Energy from a Facility prior to its Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receive, such Delivered Energy in accordance with Section 3.10. (b) For all Delivered Energy comprised of Facility Energy from a Facility after its Commercial Operation 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 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 Facility and the day that is one (1) day following the date upon which Xxxxx receives evidence that such Facility is CEC 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- 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, 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 Facility is CEC Certified. Within thirty (30) days after any removal of a Facility under Section 3.11, Seller shall refund to Buyer, for Delivered Energy associated with such Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date of such 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, 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 Green Attributes related to the Delivered Energy from the removed 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. 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 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 Xxxxx Buyer receives evidence that such New Facility is CEC CertifiedCertified (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- 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 RPSRPS 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-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 3.113.12, 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- 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 RPSRPS 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 Green Environmental 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. APPROVAL DRAFT (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 of the Energy from the Facility shall be dedicated to the Buyer. (c) At least 90 days prior to 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 a Facility prior for the Delivery Term. (e) Prior to its the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall accept and purchase and receive, 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 Facility after its following the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy and all Replacement Energy for pay Seller the price Environmental Attributes Payment in accordance with paragraph 3 of the payment schedule set forth in Section 2 of Appendix A; provided thatA. (h) Commencing on the Commercial Operation Date, in no event shall Buyer be obligated to purchase or receive Delivered Energy in excess of the Maximum Generation unless Buyer shall by notice given pursuant to Appendix A reimburse 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 for all Taxes and 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 a Facility 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 day that is one (1) day invoice sent to Buyer in the month following the date upon which Xxxxx receives evidence that such Facility is CEC Certified, Buyer may retain a portion applicable year 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, 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 Facility is CEC Certified. Within thirty (30) days after any removal of a Facility under Section 3.11, Seller shall refund to Buyer, for Delivered Energy associated with such Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date of such 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, 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 Green Attributes related to the Delivered Energy from the removed 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 Buyerpayment.

Purchases by Buyer. APPROVAL DRAFT (a) For all Delivered Energy comprised Subject to the terms of Facility Energy from a Facility this Agreement, prior to its the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receive, 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 Facility this Agreement, and except as set forth in Section 6.1(d), on and after its the Commercial Operation DateDate and continuing for the Delivery Term, 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 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 Facility and the day that is one (1) day following the date upon which Xxxxx receives Seller delivers evidence to Buyer that such the Facility is CEC CertifiedCertified (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, 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 thirty (4530) days following the Buyer’s receipt of evidence satisfactory to Buyer from Seller of the CEC certificate confirming that the Facility is CEC Certified. Within thirty , 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. (30e) days after If the City of Los Angeles, any removal other member of a Facility under Section 3.11, 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 Facility and purchased by Buyer during the first one hundred eighty (180) days purchases following the Commercial Operation Date of such 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, 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 Green Attributes related to the Delivered Energy from the removed 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 Buyerequal $31.39.

Purchases by Buyer. APPROVAL DRAFT (a) For all Delivered Energy comprised of Facility Energy from a Facility prior Prior to its the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall receive and purchase and receive, such all Delivered Energy for the Contract Price set forth in accordance with Section 3.10.paragraph 1 of Appendix A. (b) For all Delivered Energy comprised of Facility Energy from a Facility On and after its the Commercial Operation DateDate and continuing for the Delivery Term, 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 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 Facility and the day that is one (1) day following the date upon which Xxxxx Buyer receives evidence that such the Facility is CEC CertifiedCertified (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 eligible renewable energy resource under the RPSRPS 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-forty five (45) days following the receipt of evidence reasonably satisfactory to Buyer from Seller that the 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 Facility under Section 3.11letter 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 Facility and purchased by Buyer during in the first one hundred eighty (180amount(s) days following the Commercial Operation Date of such 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, 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 Green Attributes related to the Delivered Energy from the removed 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 Buyerforegoing retention.

Purchases by Buyer. APPROVAL DRAFTWith respect to each Facility: (a) For all Delivered Energy comprised of Facility Energy from a Facility prior Prior to its the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receive, such Delivered the Products associated with Test Energy for the Contract Price set forth in accordance with Section 3.10.1 of Appendix A. (b) For all Delivered Energy comprised of Facility Energy from a Facility Except as set forth in Section 6.1(e), on and after its the Commercial Operation DateDate and continuing for the Delivery Term, 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 Replacement Energy for at the price 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 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) Except as set forth in Section 6.1(e), 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 Contract Price set forth in Section 3 of Appendix A. (d) 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 Facility Energy and Replacement Energy that cannot be bid or prescheduled into the CAISO at the Contract Price set forth in Sections 2 and 3 of Appendix A, as applicable. (e) Notwithstanding the provisions of Section 6.1(b6.1(a) through Section 6.1(d), during the period of time between the day that is one hundred eighty (180) days following the Commercial Operation Initial Delivery Date of a Facility and the day that is one (1) day following the date upon which Xxxxx receives Seller delivers evidence to Buyer that such the Facility is CEC CertifiedCertified (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 Sections 6.1(a) through Section 6.1(d) 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, 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 thirty (4530) days following the Buyer’s receipt of evidence satisfactory to Buyer from Seller of the CEC certificate confirming that the Facility is CEC Certified. Within thirty (30) days after any removal of a , but only to the extent that Buyer is able to apply the RECs generated by the Facility under Section 3.11, Seller shall refund to Buyer, for Delivered Energy associated with such Facility and purchased by Buyer during the first one hundred eighty (180) days following Pre-Certification Period towards compliance with Buyer’s obligations under RPS Law and the Commercial Operation Date requirements of such Facility that has not been CEC Certified at the price set forth in paragraph 2 of Appendix A, the positive difference between Public Utilities Code Section 399.16(b) (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, 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 Green Attributes related to the Delivered Energy from the removed Facility. APPROVAL DRAFT (d) At its sole discretion, Buyer or Project Participants may re-sell or use for another purpose all or obtain 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“portfolio content category 1” eligible resource.

Purchases by Buyer. APPROVAL DRAFT (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 Facility prior Amount. (c) Prior to its the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receive, 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 Facility after its After Commercial Operation Dateand during 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 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 Facility and the day that is one (ii) January 1) day following the date upon which Xxxxx receives evidence that such Facility is CEC Certified, 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, 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 Facility is CEC Certified. Within thirty (30) days after any removal of a Facility under Section 3.11each 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 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 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, 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 Green Attributes related to the Delivered Energy from the removed 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 Buyerpayment.

Purchases by Buyer. APPROVAL DRAFT (a) For all Delivered Energy comprised Subject to the terms of Facility Energy from a Facility this Agreement, prior to its the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receivepurchase, 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 Facility this Agreement, and except as set forth in Section 6.1(d), on and after its the Commercial Operation DateDate and continuing for the Delivery Term, 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 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 Facility and the day that is one (1) day following the date upon which Xxxxx receives Seller delivers evidence that such Facility is CEC 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- 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, 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 Facility is CEC Certified (the “Pre-Certification Period”), the Contract Price shall exclude the applicable Green Attribute Price. Upon the Facility being CEC Certified. Within thirty : (30a) days after any removal of a subject to Section 11.2(b) Buyer shall pay to Seller the applicable Green Attribute Price associated with Facility under Section 3.11Energy delivered during the Pre-Certification Period and subsequently determined to be RPS Compliant as evidenced by WREGIS Certificates that have been created, Seller shall refund credited and transferred to Buyer, for Delivered Energy associated ’s account in accordance with such Facility Section 8.4; and purchased by Buyer during the first one hundred eighty (180b) days following the Commercial Operation Date of such Facility that has not been CEC Certified at the price for Product following such certification shall be the Contract 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, 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 Green Attributes related to the Delivered Energy from the removed Facility. APPROVAL DRAFT (d) At its sole discretion, Buyer or Project Participants may re-sell or use Contract Price for another purpose all or a portion the remainder 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 BuyerTerm.