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its membership in the Authority by providing written notice of withdrawal <br /> to the Authority if the report determines that any one of the following <br /> conditions exists: (1)the Authority is unable to provide total electrical <br /> rates, as part of its baseline offering to customers,that are equal to or <br /> lower than the incumbent utility,(2.)the Authority is unable to provide <br /> electricity in a manner that has a lower greenhouse gas emissions rate than <br /> the incumbent utility,or(3)the Authority will use less qualified renewable <br /> energy than the incumbent utility. Any Party who withdraws from the <br /> Authority pursuant to this Section 7.1.3 shall not be entitled to any refund <br /> of the Initial Costs it has paid to the Authority prior to the date of <br /> withdrawal unless the Authority is later terminated pursuant to Section <br /> 7.3. In such event,any Initial Costs not expended by the Authority shall <br /> be returned to all Parties,including any Party that has withdrawn pursuant <br /> to this section,in proportion to the contribution that each made. <br /> Notwithstanding anything to the contrary in this Agreement,any Party <br /> who withdraws pursuant to this section shall not be responsible for any <br /> liabilities or obligations of the Authority after the date of withdrawal, <br /> including without limitation any liability arising from power purchase <br /> agreements entered into by the Authority. <br /> 7.2 Continuing Liability After Withdrawal:Further Assurances;Refund. A <br /> Party that withdraws its membership in the Authority under either Section 7.1.1 or 7.1.2 shall be <br /> responsible for paying its fair share of costs incurred by the Authority resulting from the Party's <br /> withdrawal,including costs from the resale of power contracts by the Authority to serve the <br /> Parry's load and any similar costs directly attributable to the Party's withdrawal,such costs being <br /> limited to those contracts executed while the withdrawing Party was a member,and <br /> administrative costs associated thereto. The Parties agree that such costs shall not constitute a <br /> debt of the withdrawing Party,accruing interest,or having a maturity date. The Authority may <br /> withhold funds-otherwise owing to the Party or may require the Party to deposit sufficient funds <br /> with the Authority,as reasonably determined by the Authority,to cover the Parry's costs <br /> described above. Any amount of the Party's funds held by the Authority for the benefit of the <br /> Party that are not required to pay the Parry's costs described above shall be returned to the Party. <br /> The withdrawing party and the Authority shall execute and deliver all further instruments and <br /> documents,and take any further action that may be reasonably necessary,as determined by the <br /> Board,to effectuate the orderly withdrawal of such Party from membership in the Authority. A <br /> withdrawing party has the right to continue to participate in Board discussions and decisions <br /> affecting customers of the CCA Program that reside or do business within the jurisdiction of the <br /> Party until the withdrawal's effective date. <br /> 7.3 Mutual Termination. This Agreement may be terminated by mutual agreement <br /> of all the Parties;provided,however,the foregoing shall not be construed as limiting the rights of <br /> a Party to withdraw its membership in the Authority,and thus terminate this Agreement with <br /> respect to such withdrawing Party, as described in Section 7.1. <br /> 7.4 Disposition of Property upon Termination of Authority. Upon termination of <br /> this Agreement as to all Parties,any surplus money or assets in possession of the Authority for <br /> use under this Agreement,after payment of all Iiabilities,costs,expenses,and charges incurred <br /> December 1,2016 -17- <br />