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condition(excluding ordinary wear and tear),including the removal of System mounting pads or other support structures,and repair and restoration of the roof and the roof membrane. If the System is installed on the roof of an Improvement, Seller's warranties under Section 12(c)(i)shall apply, as applicable. Purchaser must provide sufficient access, space and cooperation as reasonably necessary to facilitate System removal. If Seller fails to remove or commence substantial efforts to remove the System by such agreed upon date, Purchaser may, at its option,to remove the System to a public warehouse and restore the Premises to its original condition(other than ordinary wear and tear)at Seller's cost. 10. Measurement. a. Meter. The System's electricity output during the Term shall be measured by Seller's meter,which shall be a revenue grade meter that meets ANSI-C12.20 standards for accuracy(the"Meter").Purchaser shall have access to the metered energy output data via the A1soEnergy or equivalent monitoring system installed and maintained by Seller as part of the System. b. Meter Calibration. Seller shall calibrate the Meter in accordance with manufacturer's recommendations. Notwithstanding the foregoing, Purchaser may install, or cause to be installed, its own revenue-grade meter at the same location as the Meter. If there is a discrepancy between the data from Purchaser's meter and the data from the Meter of greater than two percent (2%) over the course of a Contract Year, then Purchaser may request that Seller calibrate the Meter at Purchaser's cost. 11. Default,Remedies and Damases. a. Default. Any Party that fails to perform its responsibilities as listed below or experiences any of the circumstances listed below is deemed a"Defaulting Party",the other Party is the"Non-Defaulting Party"and each of the following is a"Default Event": i. failure of a Party to pay any amount due and payable under this Agreement,other than an amount that is subject to a good faith dispute,within ten(10)days following receipt of written notice from the Non-Defaulting Party of such failure to pay("Payment Default"); ii. failure of a Party to perform any material obligation under this Agreement not addressed elsewhere in this Section I I(a)within thirty(30)days following receipt of written notice from the Non-Defaulting Party demanding such cure;provided,that if the Default Event cannot reasonably be cured within thirty (30)days and the Defaulting Party has demonstrated prior to the end of that period that it is diligently pursuing such cure,the cure period will be extended for a further reasonable period of time,not to exceed ninety(90)days; iii. any representation or warranty given by a Party under this Agreement was incorrect in any material respect when made and is not cured within thirty(30)days following receipt of written notice from the Non-Defaulting Party demanding such cure; iv. a Party becomes insolvent or is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution,winding-up or relief of debtors,or any general assignment for the benefit of creditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect(or,if any such actions are initiated by a third party, such action(s)is(are)not dismissed within sixty(60)days);or, V. in the case of Purchaser as the Defaulting Party only, Purchaser (A) loses its rights to occupy and enjoy the Premises, unless (1) the Parties agree upon a relocation under Section 8 above, or (11) Purchaser pays the Termination Payment determined under Section 6 of Exhibit 1 within thirty (30) days after written request by Seller;or(B)prevents Seller from performing any material obligation under this Agreement unless such action by Purchaser is (1)is permitted under this Agreement, or(11)is cured within ten(10)days after written notice thereof from Seller. b. Remedies. i. Suspension. Upon the occurrence and during the continuation of a Default Event by Purchaser, including a Payment Default, Seller may suspend performance of its obligations under this Agreement until the earlier to occur of the date (a) that Purchaser cures the Default Event in full, or (b) of termination of this Agreement. {7794548:1 SEIA C&I PPA,version 2.0 Exh. 3,p. 6