Common use of RPS and EPS Compliance Clause in Contracts

RPS and EPS Compliance. ‌ (a) Seller warrants and guarantees that, upon the receipt of notice from the CEC that the Facility is CEC Certified, and at all times thereafter until the expiration or earlier termination of the Agreement Term, the Facility (including the Facility Energy and the associated Environmental Attributes) shall be both RPS Compliant and EPS Compliant, provided, however, if and to the extent a Change in Law occurs during such period that causes the Facility, the Facility Energy or the associated Environmental Attributes to no longer be RPS Compliant and EPS Compliant, then it shall not be an Event of Default if following Commercial Operation Seller uses commercially reasonable efforts to comply with such Change in Law, and Buyer shall be entitled to retain from each payment to be made to Seller under Section 6.1(b) a portion therefrom equal to the positive difference between (i) the price of the Delivered Energy pursuant to Section 6.1(b) and (ii) 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 each month that the Facility (including the Facility Energy and the associated Environmental Attributes) is not RPS Compliant and EPS Compliant, as listed in the Dow Xxxxx Palo Verde Electricity Price Index; provided in no event during such period shall Buyer be obligated to pay Seller an amount for Facility Energy that is greater than the Contract Price. Buyer shall release such retained amount, which shall be calculated without interest of any kind, within forty-five (45) days following the receipt of evidence from Seller that the Facility has become RPS Compliant and EPS Compliant, but only if and to the extent that the Environmental Attributes generated during the period of non-compliance can be attributed towards Buyer’s requirements under the RPS Law and the requirements of California Public Utilities Code Section 399.16(b)(1). From time to time and at any time requested by Buyer, Seller will furnish to Buyer or Governmental Authorities or other Persons designated by Buyer, all certificates and other documentation reasonably requested by Buyer in order to demonstrate that the Facility, the Facility Energy, and the associated Environmental Attributes are RPS Compliant and EPS Compliant. However, if the Facility remains unable to be RPS Compliant and EPS Compliant as a result of the Change in Law after six (6) months following such Change in Law, either Party may terminate this Agreement upon thirty (30) days advance written notice to the other; provided that such six (6) month period shall be extended for a period that does not exceed an additional six (6) months if Seller shall furnish to Buyer a written opinion by an independent consultant selected by Seller and acceptable to Buyer (in its reasonable discretion) to the effect that Seller, using its reasonable commercial efforts, is capable of making the Facility (including the Facility Energy and associated Environmental Attributes) RPS Compliant and EPS Compliant within such additional period. (b) The Parties acknowledge that WREGIS does not currently permit Seller to obtain WREGIS Certificates for an amount of Energy equal to the Parasitic Load, whether or not Energy generated by the Facility, or energy from another source, serves such Parasitic Load. In the event that (i) WREGIS changes the WREGIS Operating Rules to permit Seller to obtain WREGIS Certificates for Energy generated by the Facility that would serve some or all of the Parasitic Load in the absence of Energy acquired by Seller to serve such Parasitic Load from a source other than the Facility, (ii) Seller elects, in its sole discretion, to acquire Energy from a source other than the Facility to serve some or all of its Parasitic Load, and (iii) such Energy generated by the Facility that would have served the Parasitic Load in the absence of the acquisition of Energy by Seller as described in (ii) above is RPS Compliant and EPS Compliant, such amounts of Energy generated by the Facility shall for the purposes of this Agreement constitute Facility Energy and shall be sold to Buyer in accordance with the provisions of this Agreement.

RPS and EPS Compliance. ‌ (a) Seller warrants and guarantees that, upon that from the receipt of time it receives notice from the CEC that the Facility is CEC Certified, and at all times thereafter until the expiration or earlier termination of the Agreement TermAgreement, the Facility (including the Facility Energy and the associated Environmental Attributes) shall be both RPS Compliant and EPS Compliant, provided, however, Compliant (if and EPS Law is applicable to the extent Facility), except if the Facility fails to be RPS Compliant or EPS Compliant (if EPS Law is applicable to the Facility) as a result of (i) a Change in Law making it impossible, after the use of commercially reasonable efforts as required under Section 7.7(b), for the Facility to be RPS Compliant or EPS Complaint, or (ii) any repeal of the RPS Law or EPS Law. (b) If a Change in Law occurs during such period after the Commercial Operation Date that (x) does not repeal the RPS Law or the EPS Law, (y) causes the Facility, the Facility Energy or the associated Environmental Attributes to no longer cease to be RPS Compliant and/or EPS Compliant and EPS Compliant(z) reduces the value to Buyer of the Environmental Attributes, then it Seller shall not be an Event of Default if following Commercial Operation Seller uses use commercially reasonable efforts to comply with such Change in Law and cause the Facility to be RPS Compliant and EPS Compliant. If, notwithstanding such commercially reasonable efforts, the Facility is still not RPS Compliant and EPS Compliant due to the occurrence of a Change in Law, and then Buyer shall have the option to change the Contract Price to the Pnode Price (the “Pnode Price Option”) or such other index price as mutually agreed to by the Parties in writing; provided such Pnode Price Option must be entitled to retain from each payment exercised in writing no later than two (2) years following an applicable Change in Law. If Buyer exercises the Pnode Price Option, the Contract Price shall be the Pnode Price for the respective hours in which Facility Energy was generated despite the failure of the Facility to be made to Seller under Section 6.1(b) a portion therefrom equal to the positive difference between (i) the price of the Delivered Energy pursuant to Section 6.1(b) and (ii) 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 each month that the Facility (including the Facility Energy and the associated Environmental Attributes) is not RPS Compliant and EPS Compliant, as listed in the Dow Xxxxx Palo Verde Electricity Price Index; provided in no event during such period shall Buyer be obligated to pay unless Seller an amount for Facility Energy delivers Replacement Product that is greater than the Contract Price. Buyer shall release such retained amount, which shall be calculated without interest of any kind, within forty-five (45) days following the receipt of evidence from Seller that the Facility has become RPS Compliant and EPS Compliant, but only if Compliant from a RPS Compliant and EPS Compliant source. If Buyer exercises the Pnode Price Option: (i) the Pnode Price shall be subject to the extent limitation that the average price for Facility Energy paid by Buyer in any Month shall not exceed the Contract Price nor be less than eighty-five percent (85%) of the Contract Price; (ii) Seller shall retain the Environmental Attributes generated during Attributes; and (iii) Buyer shall be entitled to the period of non-compliance can be attributed towards Buyer’s requirements under the RPS Law and the requirements of California Public Utilities Code Section 399.16(b)(1). Capacity Rights generated. (c) From time to time and at any time requested by Buyer or Buyer’s Authorized Representative, Seller will furnish to Buyer or Buyer, Buyer’s Authorized Representative, Governmental Authorities Authorities, or other Persons designated by any Buyer, all certificates and other documentation reasonably requested by Buyer or Buyer’s Authorized Representative in order to demonstrate that the Facility, the Facility Energy, and the associated Environmental Attributes were or are RPS Compliant and EPS Compliant. However, if the Facility remains unable to be RPS Compliant and EPS Compliant as a result of the Change in Law after six (6) months following such Change in Law, either Party may terminate this Agreement upon thirty (30) days advance written notice to the other; provided that such six (6) month period shall be extended for a period that does not exceed an additional six (6) months if Seller shall furnish to Buyer a written opinion by an independent consultant selected by Seller and acceptable to Buyer (in its reasonable discretion) to the effect that Seller, using its reasonable commercial efforts, is capable of making the Facility (including the Facility Energy and associated Environmental Attributes) RPS Compliant and EPS Compliant within such additional period. (b) The Parties acknowledge that WREGIS does not currently permit Seller to obtain WREGIS Certificates for an amount of Energy equal to the Parasitic Load, whether or not Energy generated by the Facility, or energy from another source, serves such Parasitic Load. In the event that (i) WREGIS changes the WREGIS Operating Rules to permit Seller to obtain WREGIS Certificates for Energy generated by the Facility that would serve some or all of the Parasitic Load in the absence of Energy acquired by Seller to serve such Parasitic Load from a source other than the Facility, (ii) Seller elects, in its sole discretion, to acquire Energy from a source other than the Facility to serve some or all of its Parasitic Load, and (iii) such Energy generated by the Facility that would have served the Parasitic Load in the absence of the acquisition of Energy by Seller as described in (ii) above is RPS Compliant and EPS Compliant, such amounts of Energy generated by the Facility shall for the purposes of this Agreement constitute Facility Energy and shall be sold to Buyer in accordance with the provisions of this Agreement.

RPS and EPS Compliance. ‌ (a) Seller warrants and guarantees that, upon from the receipt of time it receives notice from the CEC that the Facility is CEC Certified, and at all times thereafter until the expiration or earlier termination of the Agreement TermAgreement, the Facility (including the Facility Energy and the associated Environmental Attributes) shall be both RPS Compliant and EPS Compliant, provided, however. (b) Notwithstanding Section 7.7(a), if and to the extent a Change in Law occurs during such period after the Commercial Operation Date that causes the Facility, the Facility Energy or the associated Environmental Attributes to no longer cease to be both RPS Compliant and EPS Compliant, then it Seller shall not be an Event of Default if following Commercial Operation Seller uses use commercially reasonable efforts to comply with such Change in Law, which efforts shall include incurring up to One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) in any Contract Year, or Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate over the Agreement Term in costs and Buyer shall be entitled expenses, including registration fees, volumetric expenses, license renewal fees, external consultant fees, and capital costs, but excluding lobbying activities, to retain from each payment cause the Facility to be made to Seller under Section 6.1(b) a portion therefrom equal to the positive difference between (i) the price of the Delivered Energy pursuant to Section 6.1(b) both RPS Compliant and (ii) the average of the on-peak and off-peak Energy pricesEPS Compliant. If, weighted by the number of hours in the on-peak and off-peak periodsnotwithstanding such commercially reasonable efforts, during each month that the Facility (including the Facility Energy and the associated Environmental Attributes) is still not RPS Compliant and EPS CompliantCompliant due to the occurrence of a Change in Law, as listed in the Dow Xxxxx Palo Verde Electricity Price Index; provided in no event during such period each Buyer shall Buyer be remain obligated to pay Seller an amount for purchase its proportionate share based on the Buyers’ Percentage of Facility Energy that is greater than Output of the Products at the applicable full Contract Price. Buyer shall release such retained amount, which shall be calculated without interest of any kind, within forty-five . (45c) days following the receipt of evidence from Seller that the Facility has become RPS Compliant and EPS Compliant, but only if and to the extent that the Environmental Attributes generated during the period of non-compliance can be attributed towards Buyer’s requirements under the RPS Law and the requirements of California Public Utilities Code Section 399.16(b)(1). From time to time and at any time requested by Buyerany Buyer or any of its Authorized Representatives, Seller will furnish to Buyer or each Buyer, Governmental Authorities Authorities, or other Persons designated by any Buyer, all certificates and other documentation reasonably requested by any Buyer or such Authorized Representatives in order to demonstrate that the Facility, the Facility Energy, and the associated Environmental Attributes were or are RPS Compliant and EPS Compliant. However, if the Facility remains unable to be RPS Compliant and EPS Compliant as a result of the Change in Law after six (6) months following such Change in Law, either Party may terminate this Agreement upon thirty (30) days advance written notice to the other; provided that such six (6) month period shall be extended for a period that does not exceed an additional six (6) months if Seller shall furnish to Buyer a written opinion by an independent consultant selected by Seller and acceptable to Buyer (in its reasonable discretion) to the effect that Seller, using its reasonable commercial efforts, is capable of making the Facility (including the Facility Energy and associated Environmental Attributes) RPS Compliant and EPS Compliant within such additional period. (b) The Parties acknowledge that WREGIS does not currently permit Seller to obtain WREGIS Certificates for an amount of Energy equal to the Parasitic Load, whether or not Energy generated by the Facility, or energy from another source, serves such Parasitic Load. In the event that (i) WREGIS changes the WREGIS Operating Rules to permit Seller to obtain WREGIS Certificates for Energy generated by the Facility that would serve some or all of the Parasitic Load in the absence of Energy acquired by Seller to serve such Parasitic Load from a source other than the Facility, (ii) Seller elects, in its sole discretion, to acquire Energy from a source other than the Facility to serve some or all of its Parasitic Load, and (iii) such Energy generated by the Facility that would have served the Parasitic Load in the absence of the acquisition of Energy by Seller as described in (ii) above is RPS Compliant and EPS Compliant, such amounts of Energy generated by the Facility shall for the purposes of this Agreement constitute Facility Energy and shall be sold to Buyer in accordance with the provisions of this Agreement.

RPS and EPS Compliance. ‌ (a) Seller warrants and guarantees that, upon the receipt of notice from the CEC that the Facility is CEC Certified, and at all times thereafter until the expiration or earlier termination of the Agreement Term, the Facility (including the Facility Energy and the associated Environmental Attributes) shall be both RPS Compliant and EPS Compliant, provided, however, if and to the extent a Change in Law occurs during such period that causes a breach of the Facility, the Facility Energy or the associated Environmental Attributes to no longer be RPS Compliant foregoing warranty and EPS Compliantguarantee, then (a) it shall not be an Event of Default if following Commercial Operation Seller uses is using commercially reasonable efforts to comply with such Change in Law, and (b) until such time the Facility becomes RPS Compliant and EPS Compliant, Buyer shall be entitled to retain from each a portion of any payment to be made to Seller under Section 6.1(b6.1(a) a portion therefrom equal to the positive difference between (i) the price of the Delivered Energy pursuant to Section 6.1(b) and (ii) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periodssame manner as provided in Section 6.1(c), during each month that the Facility (including the Facility Energy and the associated Environmental Attributes) is not RPS Compliant and EPS Compliant, as listed in the Dow Xxxxx Palo Verde Electricity Price Index; provided in no event during such period shall Buyer be obligated to pay Seller an amount for Facility Energy that is greater than the Contract Price. Buyer shall release such retained amount, which shall be calculated without interest of any kind, within forty-forty five (45) days following the receipt of evidence from Seller that the Facility has become is RPS Compliant and EPS Compliant, but only if and to the extent that the Environmental Attributes generated during the period of non-compliance can be attributed towards Buyer’s requirements under the RPS Law and the requirements of California Public Utilities Code Section PUC 399.16(b)(1). From time to time and at any time requested by Buyer, Seller will furnish to Buyer or Governmental Authorities or other Persons designated by Buyer, all certificates and other documentation reasonably requested by Buyer in order to demonstrate that the Facility, the Facility Energy, and the associated Environmental Attributes are RPS Compliant and EPS Compliant. However, if the Facility remains unable to be RPS Compliant and EPS Compliant as a result of the Change in Law after six (6) months following such Change in Law, either Party may terminate this Agreement upon thirty (30) days advance written notice to the other; provided that such six (6) month period shall be extended for a period that does not exceed an additional six (6) months if Seller shall furnish to Buyer a written opinion by an independent consultant selected by Seller and acceptable to Buyer (in its reasonable discretion) to the effect that Seller, using its reasonable commercial efforts, is capable of making the Facility (including the Facility Energy and associated Environmental Attributes) RPS Compliant and EPS Compliant within such additional period. (b) The Parties acknowledge that WREGIS does not currently permit Seller to obtain WREGIS Certificates for an amount of Energy equal to the Parasitic Load, whether or not Energy generated by the Facility, or energy from another source, serves such Parasitic Load. In the event that (i) WREGIS changes the WREGIS Operating Rules to permit Seller to obtain WREGIS Certificates for Energy generated by the Facility that would serve some or all of the Parasitic Load in the absence of Energy acquired by Seller to serve such Parasitic Load from a source other than the Facility, (ii) Seller elects, in its sole discretion, to acquire Energy from a source other than the Facility to serve some or all of its Parasitic Load, and (iii) such Energy generated by the Facility that would have served the Parasitic Load in the absence of the acquisition of Energy by Seller as described in (ii) above is RPS Compliant and EPS Compliant, such amounts of Energy generated by the Facility shall for the purposes of this Agreement constitute Facility Energy and shall be sold to Buyer in accordance with the provisions of this Agreement.

RPS and EPS Compliance. ‌ (a) Seller warrants and guarantees that, upon the receipt of notice from the CEC that the each New Facility is and each Existing Facility are CEC Certified, (which in the case of an Existing Facility must occur on or before the Delivery Commencement Date thereof), and at all times thereafter until the expiration or earlier termination of the Agreement Term, such Facility shall be CEC Certified and the Energy that is delivered to Buyer at the Points of Delivery from such Facility (including the Facility Energy and the associated Environmental Attributes) shall be both RPS Compliant and EPS Compliant, provided, however, if and to the extent a Change in Law occurs during such period that causes the any Facility, the its Facility Energy or the associated Environmental Attributes to no longer be RPS Compliant and EPS Compliant, then Seller shall use its best commercial efforts to remove such Facility and provide a Substitution Facility as provided in Section 3.11(b) and Section 3.11(d) even if such occurrence and substitution occurs after the end of the Third Development Period. In the event that Seller is unable to provide such a Substitution Facility, it shall not be an Event of Default if following the Delivery Commencement or Commercial Operation Date, as applicable, Seller uses commercially reasonable efforts to comply with such Change in Law. In the event of such Change in Law resulting in partial or total loss of compliance, for each MWh of Delivered Energy that is not RPS Compliant and EPS Compliant Buyer shall be entitled to retain from each payment to be made to Seller under Section 6.1(b) 6.1 a portion therefrom equal to the positive difference between (i) the price of the Delivered Energy pursuant to Section 6.1(b) 6.1 and (ii) 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 each month that the such Facility (including the Facility Energy and the associated Environmental Attributes) is not RPS Compliant and EPS Compliant, as listed in the Dow Xxxxx Intercontinental Exchange Palo Verde Electricity Price IndexIndex or its successor index, or any other index mutually agreed by the Parties; provided that in no event during such period shall Buyer be obligated to pay Seller an amount for Facility Energy that is greater than the Contract PricePrice for Facility Energy that is not RPS Compliant and EPS Compliant. Buyer shall release such retained amount, which shall be calculated without interest of any kind, within forty-five (45) days following the receipt of evidence from Seller that the applicable Facility has become RPS Compliant and EPS Compliant, but only if and to the extent that the Environmental Attributes generated during the period of non-compliance can be attributed towards Buyer’s requirements under the RPS Law and the requirements of California Public Utilities Code Section 399.16(b)(1). From time to time and at any time requested by Buyer, Seller will furnish to Buyer or Governmental Authorities or other Persons designated by Buyer, all certificates and other documentation reasonably requested by Buyer in order to demonstrate that the each Facility, the Facility Energy, and the associated Environmental Attributes are RPS Compliant and EPS Compliant. However, (x) if the a Facility remains unable to be RPS Compliant and EPS Compliant as a result of the Change in Law after six (6) months following such Change in Law, then Buyer may provide notice to Seller electing to remove such Facility from the Project, which notice shall contain a document in the form of a revised Appendix B reflecting such removal, and upon delivery of such notice the relevant Facility will be a Former Facility, the Project Net Capacity will be reduced by the amount of the Facility Net Capacity associated with such Facility and the revised Appendix B shall be binding upon the Parties as if set forth herein, and (y) if all of the Facilities remain unable to be RPS Compliant and EPS Compliant as a result of the Change in Law after six (6) months following such Change in Law, then either Party may terminate this Agreement upon thirty (30) days advance written notice to the other; provided that that, in either case, such six (6) month period shall be extended for a period that does not exceed an additional six (6) months if Seller shall furnish to Buyer a written opinion by an independent consultant selected by Seller and acceptable to Buyer (in its reasonable discretion) to the effect that Seller, using its reasonable commercial efforts, is capable of making the an affected Facility (including the Facility Energy and associated Environmental Attributes) RPS Compliant and EPS Compliant within such additional period. Except as provided above in connection with a Change in Law, in the event that one or some of the New Facilities or Existing Facilities, but not all Facilities, are not CEC Certified after the CEC Certification Deadline for such Facility, and the Energy that is delivered to Buyer at the Points of Delivery from such Facilities (including the Facility Energy and the associated Environmental Attributes) shall not be both RPS Compliant and EPS Compliant, then such Facilities shall be removed unless Buyer agrees to purchase Energy at the applicable index price as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index. (b) The Parties acknowledge that WREGIS does may not currently permit Seller to obtain WREGIS Certificates for an amount of Energy equal to the Parasitic Load, whether or not Energy generated by the Facility, or energy from another source, serves such Parasitic Load. In the event that (i) WREGIS changes the WREGIS Operating Rules to permit Seller to obtain WREGIS Certificates for Energy generated by the a Facility that would serve some or all of the Parasitic Load in the absence of Energy acquired by Seller to serve such Parasitic Load from a source other than the such Facility, (ii) Seller elects, in its sole discretion, to acquire Energy from a source other than the such Facility to serve some or all of its Parasitic Load, and (iii) such geothermal Energy generated by the such Facility that would have served the Parasitic Load in the absence of the acquisition of Energy by Seller as described in (ii) above is RPS Compliant and EPS Compliant, such amounts of geothermal Energy generated by the such Facility shall for the purposes of this Agreement constitute Facility Energy and shall be sold to Buyer in accordance with the provisions of this Agreement. Without limiting any other available method of acquiring Energy from a source other than the applicable Facility to serve some or all of its Parasitic Load, Seller will have the right to install, or cause to be installed, solar photovoltaic energy generating systems or other renewable energy generating systems at any Site to supply Parasitic Load, but the installation of such equipment and any other method of acquiring Energy from a source other than a Facility to serve some or all of its Parasitic Load will not result in an increase in the Facility Net Capacity or Maximum Generation, unless otherwise mutually agreed by the Parties.

RPS and EPS Compliance. ‌ (a) Seller warrants and guarantees that, upon that from the receipt of time it receives notice from the CEC that the Facility is CEC Certified, and at all times thereafter until the expiration or earlier termination of the Agreement TermAgreement, the Facility (including the Facility Energy and the associated Environmental Attributes) shall be both RPS Compliant and EPS Compliant, provided, however, Compliant (if and EPS Law is applicable to the extent Facility), except if the Facility fails to be RPS Compliant or EPS Compliant (if EPS Law is applicable to the Facility) as a result of (i) a Change in Law making it impossible, after the use of commercially reasonable efforts as required under Section 7.7(b), for the Facility to be RPS Compliant or EPS Complaint, or (ii) any repeal of the RPS Law or EPS Law. (b) If a Change in Law occurs during such period after the Commercial Operation Date that (x) does not repeal the RPS Law or the EPS Law, (y) causes the Facility, the Facility Energy or the associated Environmental Attributes to no longer cease to be RPS Compliant and/or EPS Compliant and EPS Compliant(z) reduces the value to Buyer of the Environmental Attributes, then it Seller shall not be an Event of Default if following Commercial Operation Seller uses use commercially reasonable efforts to comply with such Change in Law and cause the Facility to be RPS Compliant and EPS Compliant. If, notwithstanding such commercially reasonable efforts, the Facility is still not RPS Compliant and EPS Compliant due to the occurrence of a Change in Law, and then Buyer shall have the option to change the Contract Price to the PNode Price (the “PNode Price Option”) or such other index price as mutually agreed to by the Parties in writing; provided such PNode Price Option must be entitled to retain from each payment exercised in writing no later than two (2) years following an applicable Change in Law. If Buyer exercises the PNode Price Option, the Contract Price shall be the PNode Price for the respective hours in which Facility Energy was generated despite the failure of the Facility to be made to Seller under Section 6.1(b) a portion therefrom equal to the positive difference between (i) the price of the Delivered Energy pursuant to Section 6.1(b) and (ii) 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 each month that the Facility (including the Facility Energy and the associated Environmental Attributes) is not RPS Compliant and EPS Compliant, as listed in the Dow Xxxxx Palo Verde Electricity Price Index; provided in no event during such period shall Buyer be obligated to pay unless Seller an amount for Facility Energy delivers Replacement Product that is greater than the Contract Price. Buyer shall release such retained amount, which shall be calculated without interest of any kind, within forty-five (45) days following the receipt of evidence from Seller that the Facility has become RPS Compliant and EPS Compliant, but only if Compliant from a RPS Compliant and EPS Compliant source. If Buyer exercises the PNode Price Option: (i) the PNode Price shall be subject to the extent limitation that the average price for Facility Energy paid by Buyer in any Month shall not exceed the Contract Price nor be less than eighty-five percent (85%) of the Contract Price; (ii) Seller shall retain the Environmental Attributes generated during and Seller shall be relieved of its obligations hereunder related thereto; and (iii) Buyer shall be entitled to the period of non-compliance can be attributed towards Buyer’s requirements under the RPS Law and the requirements of California Public Utilities Code Section 399.16(b)(1). Capacity Rights generated. (c) From time to time and at any time requested by BuyerXxxxx or Xxxxx’s Authorized Representative, Seller will furnish to Buyer or Buyer, Xxxxx’s Authorized Representative, Governmental Authorities Authorities, or other Persons designated by any Buyer, all certificates and other documentation reasonably requested by Buyer Xxxxx or Buyer’s Authorized Representative in order to demonstrate that the Facility, the Facility Energy, and the associated Environmental Attributes were or are RPS Compliant and EPS Compliant. However, if the Facility remains unable to be RPS Compliant and EPS Compliant as a result of the Change in Law after six (6) months following such Change in Law, either Party may terminate this Agreement upon thirty (30) days advance written notice to the other; provided that such six (6) month period shall be extended for a period that does not exceed an additional six (6) months if Seller shall furnish to Buyer a written opinion by an independent consultant selected by Seller and acceptable to Buyer (in its reasonable discretion) to the effect that Seller, using its reasonable commercial efforts, is capable of making the Facility (including the Facility Energy and associated Environmental Attributes) RPS Compliant and EPS Compliant within such additional period. (b) The Parties acknowledge that WREGIS does not currently permit Seller to obtain WREGIS Certificates for an amount of Energy equal to the Parasitic Load, whether or not Energy generated by the Facility, or energy from another source, serves such Parasitic Load. In the event that (i) WREGIS changes the WREGIS Operating Rules to permit Seller to obtain WREGIS Certificates for Energy generated by the Facility that would serve some or all of the Parasitic Load in the absence of Energy acquired by Seller to serve such Parasitic Load from a source other than the Facility, (ii) Seller elects, in its sole discretion, to acquire Energy from a source other than the Facility to serve some or all of its Parasitic Load, and (iii) such Energy generated by the Facility that would have served the Parasitic Load in the absence of the acquisition of Energy by Seller as described in (ii) above is RPS Compliant and EPS Compliant, such amounts of Energy generated by the Facility shall for the purposes of this Agreement constitute Facility Energy and shall be sold to Buyer in accordance with the provisions of this Agreement.