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condition (excluding ordinary wear and tear), including the removal of System mounting pads or other support structures, and <br />repair and restoration of the roof and the roof membrane. If the System is installed on the roof of an Improvement, Seller's <br />warranties under Section 12(c)(i) shall apply, as applicable. Purchaser must provide sufficient access, space and cooperation <br />as reasonably necessary to facilitate System removal. If Seller fails to remove or commence substantial efforts to remove the <br />System by such agreed upon date, Purchaser may, at its option, to remove the System to a public warehouse and restore the <br />Premises to its original condition (other than ordinary wear and tear) at Seller's cost. <br />10. Measurement. <br />a. Meter. The System's electricity output during the Term shall be measured by Seller's meter, which shall be a revenue <br />grade meter that meets ANSI -C 12.20 standards for accuracy (the "Meter"). Purchaser shall have access to the metered <br />energy output data via the A1soEnergy or equivalent monitoring system installed and maintained by Seller as part of <br />the System. <br />b. Meter Calibration. Seller shall calibrate the Meter in accordance with manufacturer's recommendations. <br />Notwithstanding the foregoing, Purchaser may install, or cause to be installed, its own revenue -grade meter at the <br />same location as the Meter. If there is a discrepancy between the data from Purchaser's meter and the data from the <br />Meter of greater than two percent (2%) over the course of a Contract Year, then Purchaser may request that Seller <br />calibrate the Meter at Purchaser's cost. <br />11. Default, Remedies and Damages. <br />a. Default. Any Party that fails to perform its responsibilities as listed below or experiences any of the circumstances <br />listed below is deemed a "Defaulting Party", the other Party is the "Non -Defaulting Party" and each of the following <br />is a "Default Event": <br />failure of a Party to pay any amount due and payable under this Agreement, other than an amount that is subject <br />to a good faith dispute, within ten (10) days following receipt of written notice from the Non -Defaulting Party <br />of such failure to pay ("Payment Default"); <br />ii. failure of a Party to perform any material obligation under this Agreement not addressed elsewhere in this Section <br />I I(a) within thirty (30) days following receipt of written notice from the Non -Defaulting Party demanding such <br />cure; provided, that if the Default Event cannot reasonably be cured within thirty (30) days and the Defaulting <br />Party has demonstrated prior to the end of that period that it is diligently pursuing such cure, the cure period will <br />be extended for a further reasonable period of time, not to exceed ninety (90) days; <br />iii. any representation or warranty given by a Party under this Agreement was incorrect in any material respect when <br />made and is not cured within thirty (30) days following receipt of written notice from the Non -Defaulting Party <br />demanding such cure; <br />iv. a Party becomes insolvent or is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, <br />dissolution, winding -up or relief of debtors, or any general assignment for the benefit of creditors or other similar <br />arrangement or any event occurs or proceedings are taken in anyjurisdiction with respect to the Party which has <br />a similar effect (or, if any such actions are initiated by a third party, such action(s) is(are) not dismissed within <br />sixty (60) days); or, <br />V. in the case of Purchaser as the Defaulting Parry only, Purchaser (A) loses its rights to occupy and enjoy the <br />Premises, unless (I) the Parties agree upon a relocation under Section 8 above, or (II) Purchaser pays the <br />Termination Payment determined under Section 6 of Exhibit 1 within thirty (30) days after written request by <br />Seller; or (B) prevents Seller from performing any material obligation under this Agreement unless such action <br />by Purchaser is (1) is permitted under this Agreement, or (II) is cured within ten (10) days after written notice <br />thereof from Seller. <br />b. Remedies. <br />Suspension. Upon the occurrence and during the continuation of a Default Event by Purchaser, including a <br />Payment Default, Seller may suspend performance of its obligations under this Agreement until the earlier to` <br />occur of the date (a) that Purchaser cures the Default Event in full, or (b) of termination of this Agreement. <br />{7794548:) SEIA C&I PPA, version 2.0 <br />Exh. 3, p. 6 <br />