Common use of Guaranteed Energy Production Clause in Contracts

Guaranteed Energy Production. Seller shall deliver to Buyer no less than the Guaranteed Energy Production (as defined below) in each two (2) consecutive Contract Year period during the Delivery Term (“Performance Measurement Period”). “Guaranteed Energy Production” means an amount of Energy, as measured in MWh, equal to the total aggregate Expected Energy for the applicable Performance Measurement Period multiplied by [eighty-five percent (85%) – solar][ seventy-five percent (75%) – wind]. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, in addition to the Facility Energy for the applicable Performance Measurement Period, Seller shall be deemed to have delivered to Buyer (a) any Deemed Delivered Energy and (b) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of Force Majeure Events and Curtailment Periods (the “Adjusted Energy Production”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer liquidated damages equal to (i) the difference between the Guaranteed Energy Production and the Adjusted Energy Production, multiplied by (ii) difference between (A) the replacement price for bundled Portfolio Content Category 1 renewable energy and RECs of the same vintage and resource and (B) the Contract Price. No payment shall be due if the calculation yields a negative number. [Note – Guaranteed Energy Production is not applicable for shaped product. However, if Seller fails to deliver shaped product in accordance with the Hourly Settlement Quantity, Seller shall be subject to damages equal to amount of the shortfall (in MWh) multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. “Replacement Price” shall be defined in the PPA and shall include the value of lost RECs.]

Guaranteed Energy Production. Seller shall deliver to Buyer no less than the Guaranteed Energy Production (as defined below) in each two (2) consecutive Contract Year period during the Delivery Term (“Performance Measurement Period”). The “Guaranteed Energy Production” means an amount of Energy, as measured in MWh, equal to the total aggregate Expected Energy for the applicable Performance Measurement Period multiplied by [eighty-five percent the applicable percentage, based on technology type: Wind: 75% Geothermal: 90% Small Hydro: 85% The “Performance Measurement Period” shall be each two (85%2) – solar][ seventy-five percent (75%) – wind]consecutive Contract Year period during the Delivery Term, except for geothermal, which shall be each Contract Year, all calculated on a rolling basis. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, in addition to the Facility Energy for the applicable Performance Measurement Period, Seller shall be deemed to have delivered to Buyer (ai) any Deemed Delivered Energy and (bii) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of Force Majeure Events Events, System Emergency, and Curtailment Periods (the “Adjusted Energy Production”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer liquidated damages equal to (ia) the difference between of the Guaranteed Energy Production and less the Adjusted Energy Production, multiplied by (ii) difference between (Ab) the replacement price for bundled Portfolio Content Category 1 renewable the energy and RECs of the same vintage and resource and (B) less the Contract Price. No payment shall be due if the calculation yields a negative number. [Note – Guaranteed Energy Production is not applicable for shaped product. However, if Seller fails to deliver shaped product in accordance with the Hourly Settlement Quantity, Seller shall be subject to damages equal to amount of the shortfall (in MWh) multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. “Replacement Price” shall be defined in the PPA and shall include the value of lost RECs.]

Guaranteed Energy Production. During each Performance Measurement Period, Seller shall deliver to Buyer an amount of PV Energy, not including any Excess MWh, equal to no less than the Guaranteed Energy Production (as defined below) in each two (2) consecutive Contract Year period during the Delivery Term (“Performance Measurement Period”). “Guaranteed Energy Production” means an amount of PV Energy, as measured in MWh, equal to one hundred sixty percent (160%) of the total aggregate average annual Expected Energy for the applicable two (2) Contract Years constituting such Performance Measurement Period. Seller shall be excused from achieving the Guaranteed Energy Production during any Performance Measurement Period multiplied by [eighty-five percent (85%) – solar][ seventy-five percent (75%) – wind]only to the extent of any Buyer Default or other Buyer failure to perform that directly prevents Seller from being able to deliver PV Energy to the Delivery Point. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, in addition to the Facility Energy for the applicable Performance Measurement Period, Seller shall be deemed to have delivered to Buyer the sum of (a) any Deemed Delivered Energy and Energy, plus (b) PV Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of any Force Majeure Events and Events, System Emergency, Transmission System Outage, or Curtailment Periods (the “Adjusted Energy ProductionLost Output”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer liquidated damages equal calculated in accordance with Exhibit G; provided, Seller may, as an alternative, provide Replacement Product (as defined in Exhibit G) delivered to Buyer at SP 15 EZ Gen Hub under a Day-Ahead Schedule as an IST within ninety (90) days after the conclusion of the applicable Performance Measurement Period (i) the difference between the Guaranteed Energy Production and the Adjusted Energy Productionupon a schedule reasonably acceptable to Buyer, multiplied by (ii) difference between provided that such deliveries do not impose additional costs upon Buyer for which Seller refuses to provide reimbursement, and (Aiii) the replacement price for bundled Portfolio Content Category 1 renewable energy and RECs not to exceed ten percent (10%) of the same vintage and resource and (B) Expected Energy for the previous Contract PriceYear. No payment pursuant to Section B of Exhibit O shall be due deemed Buyer-instructed dispatches of the Facility (“Buyer Dispatched Test”). Any test of the Storage Facility that is not a Buyer Dispatched Test (including all tests conducted prior to Commercial Operation, any Commercial Operation Storage Capacity Tests, any Storage Capacity Test conducted if the calculation yields Effective Storage Capacity immediately prior to such Storage Capacity Test is below seventy percent (70%) of the Installed Storage Capacity, any test required by CAISO (including any test required to obtain or maintain CAISO Certification) and other Seller-requested discretionary tests or dispatches, at times and for durations reasonably agreed to by Buyer, that Seller deems necessary for purposes of reliably operating or maintaining the Storage Facility or for re-performing a negative number. [Note – Guaranteed Energy Production is not applicable required test within a reasonable number of days of the initial required test (considering the circumstances that led to the need for shaped product. However, if Seller fails to deliver shaped product in accordance with the Hourly Settlement Quantity, Seller a retest)) shall be subject to damages equal to amount of the shortfall (in MWh) multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. deemed a “Replacement Price” shall be defined in the PPA and shall include the value of lost RECsSeller Initiated Test”.]

Guaranteed Energy Production. Throughout the Delivery Term, Seller shall be required to deliver to Buyer no less than the Guaranteed Energy Production (as defined below) in each one of any two (2) consecutive Contract Year period Years during the Delivery Term (“Performance Measurement Period”). “Guaranteed Energy Production” means an amount of Energy, as measured in MWh, equal to the total aggregate Expected Energy for the applicable Performance Measurement Period multiplied by [eighty-five percent (85%) – solar][ seventy-five percent (75%) – wind]. For purposes of determining whether If Seller has achieved delivers less than the Guaranteed Energy Production, Production in addition to the Facility Energy for the applicable each of any two consecutive Contract Years in a Performance Measurement Period, then within one hundred twenty (120) days after the last day of the last month of such Performance Measurement Period, Buyer shall notify Seller shall be deemed of such failure and provide Seller with an opportunity to have delivered to Buyer (a) any Deemed Delivered Energy and (b) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of Force Majeure Events and Curtailment Periods (the “Adjusted Energy Production”)cure, as provided below. If Seller does not cure within the specified time period provided below, Buyer may, at its option, declare an Event of Default within sixty (60) days after the expiration of Seller’s specified time period to cure. If Buyer opts not to declare an Event of Default with respect to Seller’s failure to meet the Guaranteed Energy Production requirement, then Buyer shall waive its right to declare an Event of Default based on Seller’s failure with respect to the Performance Measurement Period that served as the basis for the default. For sake of certainty, in the event that Buyer waives its right to declare an Event of Default with respect to the Performance Measurement Period that served as the basis for such default, Buyer shall again have the right to declare an Event of Default, subject to the conditions set forth in this subpart (e), if as of the last day of the month following such Performance Measurement Period or any subsequent month, Seller again fails to achieve the Guaranteed Energy Production amount in any requirement for such subsequent Performance Measurement Period. Notwithstanding the foregoing, if Seller produces less than the Guaranteed Energy Production in each of two consecutive Contract Years, Seller nevertheless shall pay Buyer be deemed to have met the Guaranteed Energy Production requirement if Seller pays liquidated damages to Buyer within five (5) Business Days after Seller’s receipt of written notice from Buyer of Seller’s failure to deliver the Guaranteed Energy Production in the second consecutive Contract Year. The amount of liquidated damages shall be equal to the product of (i) the difference between the Guaranteed Energy Production Contract Price, and the Adjusted Energy Production, multiplied by (ii) the difference between (A) the replacement price for bundled Portfolio Content Category 1 renewable energy and RECs of the same vintage and resource Guaranteed Energy Production and (B) the higher of the amount of Delivered Energy in either of the relevant two (2) consecutive Contract PriceYears. No Seller’s cure by payment of liquidated damages with respect to the first or second Contract Year in such two-year Performance Measurement Period shall be due if deemed to be achievement of the calculation yields a negative number. [Note – Guaranteed Energy Production is not applicable for shaped product. However, if Seller fails to deliver shaped product in accordance with the Hourly Settlement Quantity, Seller second consecutive Contract Year and the next following Contract Year shall be subject to damages equal to amount of the shortfall (first year in MWh) multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. “Replacement Price” shall be defined in the PPA and shall include the value of lost RECsa new two-year Performance Measurement Period.]

Guaranteed Energy Production. Seller shall deliver to Buyer no less than the Guaranteed Energy Production (as defined below) in each two (2) consecutive Contract Year period during the Delivery Term (“Performance Measurement Period”). The “Guaranteed Energy Production” means an amount of Energy, as measured in MWh, equal to the total aggregate Expected Energy for the applicable Performance Measurement Period multiplied by [eighty-five percent the applicable percentage, based on technology type: Solar: 85% Wind: 75% Geothermal: 90% Small Hydro: 85% The “Performance Measurement Period” shall be each two (85%2) – solar][ seventy-five percent (75%) – wind]consecutive Contract Year period during the Delivery Term, except for geothermal, which shall be each Contract Year, all calculated on a rolling basis. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, in addition to the Facility Energy for the applicable Performance Measurement Period, Seller shall be deemed to have delivered to Buyer (ai) any Deemed Delivered Energy and (bii) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of Force Majeure Events Events, System Emergency, and Curtailment Periods (the “Adjusted Energy Production”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer liquidated damages equal to (ia) the difference between of the Guaranteed Energy Production and less the Adjusted Energy Production, multiplied by (ii) difference between (Ab) the replacement price for bundled Portfolio Content Category 1 renewable the energy and RECs of less the same vintage and resource and (B) the Contract PriceRenewable Rate. No payment shall be due if the calculation yields a negative number. [Note – Guaranteed Energy Production is not applicable for shaped product. However, if Seller fails to deliver shaped product in accordance with the Hourly Settlement Quantity, Seller shall be subject to damages equal to amount of the shortfall (in MWh) multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. “Replacement Price” shall be defined in the PPA and shall include the value of lost RECs.]

Guaranteed Energy Production. During each Performance Measurement Period, Seller shall deliver to Buyer an amount of Facility Energy, not including any Excess MWh, equal to no less than the Guaranteed Energy Production (as defined below) in each two (2) consecutive Contract Year period during the Delivery Term (“Performance Measurement Period”). “Guaranteed Energy Production” means an amount of Facility Energy, as measured in MWh, equal to one hundred sixty percent (160%) of the total aggregate average annual Expected Energy for the applicable two (2) Contract Years constituting such Performance Measurement Period. Seller shall be excused from achieving the Guaranteed Energy Production during any Performance Measurement Period multiplied by [eighty-five percent (85%) – solar][ seventy-five percent (75%) – wind]only to the extent of any Buyer’sBuyer Default or other Buyer failure to perform that directly prevents Seller from being able to deliver PVFacility Energy to the Delivery Point. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, in addition to the Facility Energy for the applicable Performance Measurement Period, Seller shall be deemed to have delivered to Buyer the sum of: (a) any Deemed Delivered Energy and plus (b) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of any Force Majeure Events and Events, System Emergency, Transmission System Outage, or Curtailment Periods (the “Adjusted Energy ProductionLost Output”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer liquidated damages equal calculated in accordance with Exhibit G (“Energy Replacement Damages”); provided, Seller may, as an alternative, provide Replacement Product (as defined in Exhibit G) delivered to Buyer at SP 15 EZ Gen Hub under a Day-Ahead Schedule as an IST within ninety (i90) days after the difference between conclusion of the applicable Performance Measurement Period in the event Seller fails to deliver the Guaranteed Energy Production during such Contract Years (i) upon a schedule reasonably acceptable to Buyer, (ii)‌ provided that such deliveries do not impose additional costs upon Buyer for which Xxxxxx refuses to provide reimbursement, and the Adjusted Energy Production, multiplied by (iiiii) difference between not to exceed ten percent (A10%) the replacement price for bundled Portfolio Content Category 1 renewable energy and RECs of the same vintage and resource and (B) Expected Energy for the previous Contract Price. No payment shall be due if the calculation yields a negative number. [Note – Guaranteed Energy Production is not applicable for shaped product. However, if Seller fails to deliver shaped product in accordance with the Hourly Settlement Quantity, Seller shall be subject to damages equal to amount of the shortfall (in MWh) multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. “Replacement Price” shall be defined in the PPA and shall include the value of lost RECsYear.]

Guaranteed Energy Production. Seller shall deliver to Buyer no less than the Guaranteed Energy Production (as defined below) in each two (2) consecutive Contract Year period during the Delivery Term (“Performance Measurement Period”). The “Guaranteed Energy Production” means an amount of Energy, as measured in MWh, equal to the total aggregate Expected Energy for the applicable Performance Measurement Period multiplied by [eightythe applicable percentage, based on technology type: Solar: 85% Wind: 75% Geothermal: 90% Small Hydro: 85% The “Performance Measurement Period” shall be each two (2) consecutive Contract Year period during the Delivery Term, except for geothermal, which shall be each Contract Year, all calculated on a rolling basis. The Performance Measurement Period shall begin on the first 12-five percent (85%) – solar][ seventymonth Contract Year, and if the last Contract Year is less than 12 months, Guaranteed Energy Production shall be determined on a pro-five percent (75%) – wind]rated basis. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, in addition to the Facility Energy for the applicable Performance Measurement Period, Seller shall be deemed to have delivered to Buyer (ai) any Deemed Delivered Energy and (bii) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of Force Majeure Events Events, System Emergency, and Curtailment Periods (the “Adjusted Energy Production”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer liquidated damages equal to (ia) the difference between of the Guaranteed Energy Production and less the Adjusted Energy Production, multiplied by (ii) difference between (Ab) the replacement price for bundled Portfolio Content Category 1 renewable the energy and RECs of less the same vintage and resource and (B) the Contract PriceRenewable Rate. No payment shall be due if the calculation yields a negative number. [Note – Guaranteed Energy Production is not applicable for shaped product. However, if Seller fails to deliver shaped product in accordance with the Hourly Settlement Quantity, Seller shall be subject to damages equal to amount of the shortfall (in MWh) multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. “Replacement Price” shall be defined in the PPA and shall include the value of lost RECs.]

Guaranteed Energy Production. Seller shall deliver to Buyer no less than the Guaranteed Energy Production (as defined below) in each two (2) consecutive Contract Year period during the Delivery Term (“Performance Measurement Period”). The “Guaranteed Energy Production” means an amount of Energy, as measured in MWh, equal to the total aggregate Expected Energy for the applicable Performance Measurement Period multiplied by [eightythe applicable percentage, based on technology type: Wind: 75% Geothermal: 90% Small Hydro: 85% The “Performance Measurement Period” shall be each two (2) consecutive Contract Year period during the Delivery Term, except for geothermal, which shall be each Contract Year, all calculated on a rolling basis. The Performance Measurement Period shall begin on the first 12-five percent (85%) – solar][ seventymonth Contract Year, and if the last Contract Year is less than 12 months, Guaranteed Energy Production shall be determined on a pro-five percent (75%) – wind]rated basis. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, in addition to the Facility Energy for the applicable Performance Measurement Period, Seller shall be deemed to have delivered to Buyer (ai) any Deemed Delivered Energy and (bii) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of Force Majeure Events Events, System Emergency, and Curtailment Periods (the “Adjusted Energy Production”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer liquidated damages equal to (ia) the difference between of the Guaranteed Energy Production and less the Adjusted Energy Production, multiplied by (ii) difference between (Ab) the replacement price for bundled Portfolio Content Category 1 renewable the energy and RECs of the same vintage and resource and (B) less the Contract Price. No payment shall be due if the calculation yields a negative number. [Note – Guaranteed Energy Production is not applicable for shaped product. However, if Seller fails to deliver shaped product in accordance with the Hourly Settlement Quantity, Seller shall be subject to damages equal to amount of the shortfall (in MWh) multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. “Replacement Price” shall be defined in the PPA and shall include the value of lost RECs.]

Guaranteed Energy Production. Seller shall deliver to Buyer no less than the Guaranteed Energy Production (as defined below) in each two (2) consecutive Contract Year period during the Delivery Term (“Performance Measurement Period”). “Guaranteed Energy Production” means an amount of Energy, as measured in MWh, equal to the total aggregate Expected Energy for the applicable Performance Measurement Period multiplied by [eighty-five percent (85%) – solar][ seventy-five percent (75%) – wind]. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, in addition to the Generating Facility Energy for the applicable Performance Measurement Period, Seller shall be deemed to have delivered to Buyer (a) any Deemed Delivered Energy and (b) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of Force Majeure Events and Curtailment Periods (the “Adjusted Energy Production”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer liquidated damages equal to (i) the difference between the Guaranteed Energy Production and the Adjusted Energy Production, multiplied by (ii) difference between (A) the replacement price for bundled Portfolio Content Category 1 renewable energy and RECs of the same vintage and resource and (B) the Contract PriceRenewable Rate. No payment shall be due if the calculation yields a negative number. [Note – Guaranteed Energy Production is not applicable for shaped product. However, if Seller fails to deliver shaped product in accordance with the Hourly Settlement Quantity, Seller shall be subject to damages equal to amount of the shortfall (in MWh) multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. “Replacement Price” shall be defined in the PPA and shall include the value of lost RECs.]