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ii. Seller's Taxes. Seller is responsible for: (1) payment of income taxes or similar taxes imposed on Seller's
<br />revenues due to the sale of electricity under this Agreement; and (2) personal property taxes imposed on the
<br />System ("Seller's Taxes").
<br />4. RECs and Incentives. As the owner of the System, Seller is entitled to the benefit of, and will retain all ownership interests.
<br />in the RECs and Incentives. Purchaser shall cooperate with Seller in obtaining, securing and transferring any and all RECs ani
<br />Incentives. Purchaser is not obligated to incur any out—of—pocket costs or expenses in connection with such actions unless
<br />reimbursed by Seller. Purchaser shall not make any filing or statements inconsistent with Seller's ownership interests in the
<br />RECs and Incentives. If any RECs or Incentives are paid or delivered directly to Purchaser, Purchaser shall immediately pay
<br />or deliver such items or amounts to Seller.
<br />"Governmental Authority" means any foreign, federal, state, local or other governmental, regulatory or administrative
<br />agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, court,
<br />tribunal, arbitrating body or other governmental authority having jurisdiction or effective control over a Party.
<br />"Incentives" means (i) a payment paid by a utility or state or local Governmental Authority based in whole or in part on the
<br />cost or size of the System such as a rebate, (ii) a performance-based incentive paid as a stream of periodic payments by a utility,
<br />state or Governmental Authority based on the production of the System, (iii) investment tax credits, production tax credits, and
<br />similar tax credits, grants or other tax benefits under federal, state or local law, and (iv) any other attributes, commodity, revenue
<br />stream or payment in connection with the System (such as ancillary or capacity revenue), in each case of (i) through (iv) relating
<br />to the construction, ownership, use or production of energy from the System, provided that Incentives shall not include RECs.
<br />"REC" means a renewable energy credit or certificate under any state renewable portfolio, standard or federal renewable
<br />energy standard, voluntary renewable energy credit certified by a non-governmental organization, pollution allowance, carbon
<br />credit and any similar environmental allowance or credit and green tag or other reporting right under Section 1605(b) of The
<br />Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign
<br />emissions trading program, in each case relating to the construction, ownership, use or production of energy from the System,
<br />provided that RECs shall not include Incentives.
<br />S. Project Completion.
<br />a. Project Development. Seller shall diligently pursue the development and installation of the System, subject to
<br />Section 2(c), Section 1 I and the remaining provisions of this Section 5.
<br />b. Permits and Approvals. Seller shall use commercially reasonable efforts to obtain the following at its sole cost and
<br />expense (each an "Approval"):
<br />i. any zoning, land use and building permits required for Seller to construct, install and operate the System; and
<br />ii. any agreements and approvals from the utility necessary in order to interconnect the System to the utility's
<br />electric distribution system.
<br />Purchaser shall cooperate with Seller's reasonable requests to assist Seller in obtaining such Approvals, including, without
<br />limitation the execution of documents required to be provided by Purchaser to the local utility.
<br />C. Commencement of Installation. Seller shall exercise commercially reasonable efforts to achieve Commencement
<br />of Installation of the System within 10 months after the Effective Date. "Commencement of Installation" means the
<br />date that Seller or its installation contractor has begun physical installation of the System on the Premises.
<br />d. Force Maieure.
<br />Force Majeure Event. If either Party is unable to timely perform any of its obligations (other than payment
<br />obligations) under this Agreement in whole or in part due to a Force Majeure Event, that Party will be excused
<br />from performing such obligations for the duration of the time that such Party remains affected by the Force
<br />Majeure Event; provided, that such Party uses commercially reasonable efforts to mitigate the impact of the
<br />Force Majeure Event and resumes performance of its affected obligations as soon as reasonably practical. The
<br />Parry affected by the Force Majeure Event shall notify the other Party as soon as reasonably practical after the;
<br />affected Party becomes aware that it is or will be affected by a Force Majeure Event. If the Force Majeure Event
<br />(7794548:) SEIA C&I PPA, version 2.0
<br />Exh. 3, p. 2
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