Common use of Contract Capacity Factor Clause in Contracts

Contract Capacity Factor. If the Delivery Term extends beyond a 15-Delivery Year schedule starting with that first Delivery Year, then each subsequent Delivery Year Expected REC Quantity subsequent to the 15th Delivery Year shall reflect a quantity that provides for a degradation factor of half of one percent (0.5%) from the prior Delivery Year Expected REC Quantity (a sample delivery schedule is provided in Exhibit F-1). For avoidance of doubt, with respect to a Designated System that is a Community Renewable Energy Generation Project, the Designated System Contract Maximum REC Quantity and the Delivery Year Expected REC Quantities shall be adjusted pursuant to Section 3.6(a)(i)(a) or Section 3.6(a)(i)(c), and the updated Schedule B and REC Delivery schedule will be issued by the IPA to Buyer and Seller pursuant to Section 3.6(a)(i)(g). For avoidance of doubt, the adjustments made pursuant to Section 2.6(a) or Section 2.6(c) shall be deemed to have prevailed at the time of Energization for purposes of calculating the Delivery Year Expected REC Quantities. For purposes of re-calculating the delivery schedule, the Delivery Year in which the date of Energization occurred shall be the first Delivery Year for which a Delivery Year Expected REC Quantity is calculated and the Delivery Year Expected REC Quantity for such first Delivery Year shall be calculated using the updated Contract Nameplate Capacity based on the updated percent of the Actual Nameplate Capacity that is being Subscribed by the Anchor Tenant and End Use Customers as established pursuant to Section 3.6(a)(i)(a) or Section 3.6(a)(i)(c). Once annually on or prior to December 2 following a Delivery Year, the IPA shall review the performance of the REC Deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 7.3, and determine the amount of Aggregate Drawdown Payment due as follows: for each Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, the IPA shall calculate, with respect to a Delivery Year, a Delivery Year REC Performance for such Delivery Year (an example Delivery Year REC Performance calculation is provided in Exhibit F-2); with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is greater than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Surplus Amount” and each REC included in the Delivery Year Surplus Amount shall be a “Surplus REC”; with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is less than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Shortfall Amount”; for each Designated System that has a Delivery Year Shortfall Amount, starting with the Designated System with the lowest Contract Price, Surplus RECs from the Surplus REC Account shall be reduced and allocated to meet such Delivery Year Shortfall Amount, REC for REC. If there are insufficient Surplus RECs to meet the Delivery Year Shortfall Amount, then the number of RECs calculated as the difference between the Delivery Year Shortfall Amount and the sum of such Surplus RECs being applied to meet the Delivery Year Shortfall Amount is the “Drawdown REC Quantity”, and the multiplicative product of the Drawdown REC Quantity and the Contract Price of such Designated System is the “Drawdown Payment”; and at the end of the foregoing process: An Aggregate Drawdown Payment shall be calculated equal to the sum of the Drawdown Payments pursuant to Section 5.2(c)(iv) and Section 5.2(d) across all Designated Systems under this Agreement for such Delivery Year. If the Aggregate Drawdown Payment is less than $5,000, the IPA will track such amount and add such amount to the Aggregate Drawdown Payment for the subsequent Delivery Year or Delivery Years until the earlier of: the last Delivery Year or such time when the Aggregate Drawdown Payment is at least $5,000. If the Aggregate Drawdown Payment is equal to or greater than $5,000, a list of the Drawdown Payment amounts by Designated System shall be provided by the IPA to Buyer. Based on the list provided by the IPA, Buyer shall inform Seller of the Aggregate Drawdown Payment (including any Drawdown Payment pursuant to Section 5.2(c)(iv) and any Drawdown Payment pursuant to Section 5.2(d)) by written notice. Buyer will draw upon the Performance Assurance in the amount of the Aggregate Drawdown Payment unless payment is received from Seller in the amount of the Aggregate Drawdown Payment within thirty (30) days of the written notice provided for in this subsection (A); For purposes of calculating the Delivery Year REC Performance in future Delivery Years, for each Designated System that has a Delivery Year Shortfall Amount for which such Delivery Year Shortfall Amount is covered by Surplus REC(s) and/or for which a payment from Seller or from Seller’s Performance Assurance has been applied to the Drawdown REC Quantity, such Designated System is deemed to have Delivered REC quantities equal to the Delivery Year Expected REC Quantity in each such Delivery Year accounted for in the Delivery Year REC Performance calculation that resulted in the Delivery Year Shortfall Amount. 27 If a Designated System is a Community Renewable Energy Generation Project, such Designated System must maintain at least (i) the percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and (ii) the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers as established pursuant to Section 3.6(a)(i)(a) or Section 3.6(a)(i)(c) after the issuance of the fourth (4th) Community Solar Quarterly Report throughout the remainder of the Delivery Term. Subject to the provisions in Section 5.2(e) below, failure to maintain the percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers (as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2) in a Delivery Year shall result in payment to Buyer from Seller of a monetary amount, determined by the IPA, and Buyer may draw on Seller’s Performance Assurance for this purpose. For each Delivery Year after the issuance of the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 7.2, then, using the REC Annual Report submitted under Section 7.3 and at the same time as the calculations made under Section 5.2(c) to the extent applicable28: the Subscription share percentages of the Anchor Tenant and End Use Customers will each be calculated by the IPA as a daily average, then averaged over the Delivery Year. This daily average will be based on Subscription start and end dates comprised of the day that a Subscription start or end request was submitted to the utility, as entered in the REC Annual Report. The amount of the draw on Seller’s Performance Assurance will be calculated as the sum of the following: (i) the difference between (a) the Community Solar Anchor Payment allocable to that Delivery Year and (b) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year, if (a) exceeds (b); and (ii) the difference between (x) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (y) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (x) exceeds (y).29 (Provided, that the draw on Seller’s Performance Assurance will simply equal the total payment allocable to that Delivery Year if the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year is less than fifty percent (50%); but if this deficiency is due to the loss of an Anchor Tenant in the Delivery Year or a reduction in the percent of the Actual Nameplate Capacity being Subscribed by the Anchor Tenant, Seller shall have a specified period determined by the IPA from the end of the Delivery Year to cure the deficiency before such a draw is made.30 If the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers for that Delivery Year is at least fifty percent (50%) at the end of such cure period, the draw on Seller’s Performance Assurance will not be the total payment allocable to that Delivery Year, but instead shall be calculated as the sum of the following: (i) the difference between (aa) the Community Solar Anchor Payment allocable to that Delivery Year and (bb) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year; and (ii) the difference between (xx) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (yy) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (xx) exceeds (yy). For avoidance of doubt, (aa) shall be equal to (a) above, (bb) shall be equal to (b) above, (xx) shall be equal to (x) above, and (yy) shall be equal to (y) above. For purposes of this draw, the draw shall be delayed until after the conclusion of such cure period and the determination of the draw amount shall be communicated by the IPA to Buyer and Seller).31 This amount will be calculated in arrears for only the immediately preceding Delivery Year covered by the REC Annual Report. If the Designated System regains a Subscription percentage at or above their contracted amount in subsequent years, a drawdown under this Section 5.2(d) will not occur in those years; however, overperformance in a Delivery Year will not be banked or applied to past Delivery Years. Any draw for a Designated System in a Delivery Year calculated pursuant to this Section 5.2(d) shall be a Drawdown Payment, in addition to any Drawdown Payments calculated under Section 5.2(c)(iv) above. Notwithstanding the foregoing, the Drawdown Payment pursuant to Section 5.2(c)(iv), if applicable, shall be calculated and accounted first before the calculation pursuant to Section 5.2(d) is made, and the sum of the Drawdown Payments calculated pursuant to Section 5.2(c)(iv) and Section 5.2(d) shall not exceed the total payment allocable to that Delivery Year based on the Subscription information indicated in the Community Solar Quarterly Reports. Buyer shall include information on any Drawdown Payment amounts due pursuant to this Section 5.2(d) for a Delivery Year by written notice, which to the extent possible may be with the written notice specified in Section 5.2(c)(v)(a)(A) above for that Delivery Year. For avoidance of doubt, no Surplus RECs can be applied to a Drawdown Payment pursuant to Section 5.2(d). Designated Systems with Subscription levels (including only Subscription shares of the Anchor Tenant and End Use Customers) of at least ninety percent (90%) of the Actual Nameplate Capacity on a kW capacity basis for a Delivery Year will not be subject to a draw on Seller’s Performance Assurance for that Delivery Year on the basis of Subscription percentage. This calculation will only occur after the final Contract Price and quantity of RECs due payment are determined per Section 3.6(a)(i)(f) and will be based on that final Contract Price and quantity which is determined by the Community Solar Quarterly Reports submitted pursuant to Section 7.2. Notwithstanding any of the foregoing, if the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Report submitted pursuant to Section 7.2, then no draw shall occur pursuant to this Section 5.2(e) for such Delivery Year as long as the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is at least equal to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2. In the event, the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, and the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is less than the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, then a draw shall be calculated for both Delivery Years consistent with the calculations laid out in Section 5.2(d) above.32 During the Delivery Term, Seller may determine that a Designated System is not performing at the level expected. In such case, Seller may submit a request to Buyer and the IPA to have the Delivery obligations of such Designated System reduced, and if the request is accepted by Buyer, such request shall be in exchange for the return by Seller to Buyer of any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered, but will no longer be Delivered due to the reduced Delivery obligations based on a revised Contract Nameplate Capacity and/or revised Contract Capacity Factor. Such request shall include pertinent information related to the payment adjustment as well as requested changes to future Delivery Year Expected REC Quantity and Contract Nameplate Capacity and/or Contract Capacity Factor. Any such request shall be deemed approved upon ▇▇▇▇▇’s receipt of such agreed upon payment adjustment, and information regarding the receipt of and the calculation of the agreed upon payment adjustment shall be communicated to the IPA. Any such changes in the delivery schedule and amendments made to future Delivery Year Expected REC Quantities and the Contract Nameplate Capacity and/or Contract Capacity Factor shall be documented in an amended Schedule B to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller. In the event that: (i) Seller, after the date of Energization, has determined that a Designated System will not or no longer will be able to Deliver compliant RECs to Buyer for a reason that is not due to Force Majeure pursuant to Section 11.1 and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Deliver RECs from a Designated System during the Delivery Term for a period of twelve (12) months for a reason that is not due to Force Majeure pursuant to Section 11.1 and such failure was not remedied in accordance with the corrective action plan detailed pursuant to Section 7.3 to the satisfaction of the IPA in its reasonable discretion, the D

Contract Capacity Factor. If the Delivery Term extends beyond a 15-Delivery Year schedule starting with that first Delivery Year, then each subsequent Delivery Year Expected REC Quantity subsequent to the 15th Delivery Year shall reflect a quantity that provides for a degradation factor of half of one percent (0.5%) from the prior Delivery Year Expected REC Quantity (a sample delivery schedule is provided in Exhibit F-1). For avoidance of doubt, with respect to a Designated System that is a Community Renewable Energy Generation Project, the Designated System Contract Maximum REC Quantity and the Delivery Year Expected REC Quantities shall be adjusted pursuant to Section 3.6(a)(i)(a2.6(b) or and Section 3.6(a)(i)(c), 2.6(c) and the updated Schedule B and REC Delivery schedule will be issued by the IPA to Buyer and Seller pursuant to Section 3.6(a)(i)(g2.6(g). For avoidance of doubt, the adjustments made pursuant to Section 2.6(a2.6(b) or and Section 2.6(c) shall be deemed to have prevailed at the time of Energization for purposes of calculating the Delivery Year Expected REC Quantities. For purposes of re-calculating the delivery schedule, the Delivery Year in which the date of Energization occurred shall be the first Delivery Year for which a Delivery Year Expected REC Quantity is calculated and the Delivery Year Expected REC Quantity for such first Delivery Year shall be calculated using the updated Contract Nameplate Capacity based on the updated percent of the Actual Nameplate Capacity that is being Subscribed by the Anchor Tenant and End Use Customers as established pursuant to Section 3.6(a)(i)(a2.6(b) or and Section 3.6(a)(i)(c2.6(c). Once annually on or prior to December 2 November 15 following a Delivery Year, the IPA shall review the performance of the REC Deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 7.36.3, and determine the amount of Aggregate Drawdown Payment due as follows: for each Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, the IPA shall calculate, with respect to a Delivery Year, a Delivery Year REC Performance for such Delivery Year (an example Delivery Year REC Performance calculation is provided in Exhibit F-2); with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is greater than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Surplus Amount” and each REC included in the Delivery Year Surplus Amount shall be a “Surplus REC”; with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is less than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Shortfall Amount”; for each Designated System that has a Delivery Year Shortfall Amount, starting with the Designated System with the lowest Contract Price, Surplus RECs from the Surplus REC Account shall be reduced and allocated to meet such Delivery Year Shortfall Amount, REC for REC. If there are insufficient Surplus RECs to meet the Delivery Year Shortfall Amount, then the number of RECs calculated as the difference between the Delivery Year Shortfall Amount and the sum of such Surplus RECs being applied to meet the Delivery Year Shortfall Amount is the “Drawdown REC Quantity”, and the multiplicative product of the Drawdown REC Quantity and the Contract Price of such Designated System is the “Drawdown Payment”; and at the end of the foregoing process: An Aggregate Drawdown Payment shall be calculated equal to the sum of the Drawdown Payments pursuant to Section 5.2(c)(iv4.2(c)(iv) and Section 5.2(d4.2(d) across all Designated Systems under this Agreement for such Delivery Year. If the Aggregate Drawdown Payment is less than $5,000, the IPA will track such amount and add such amount to the Aggregate Drawdown Payment for the subsequent Delivery Year or Delivery Years until the earlier of: the last Delivery Year or such time when the Aggregate Drawdown Payment is at least $5,000. If the Aggregate Drawdown Payment is equal to or greater than $5,000, a list of the Drawdown Payment amounts by Designated System shall be provided by the IPA to Buyer. Based on the list provided by the IPA, Buyer shall inform Seller of the Aggregate Drawdown Payment (including any Drawdown Payment pursuant to Section 5.2(c)(iv4.2(c)(iv) and any Drawdown Payment pursuant to Section 5.2(d4.2(d)) by written notice. Buyer will draw upon the Performance Assurance in the amount of the Aggregate Drawdown Payment unless payment is received from Seller in the amount of the Aggregate Drawdown Payment within thirty (30) days of the written notice provided for in this subsection (A); For purposes of calculating the Delivery Year REC Performance in future Delivery Years, for each Designated System that has a Delivery Year Shortfall Amount for which such Delivery Year Shortfall Amount is covered by Surplus REC(s) and/or for which a payment from Seller or from Seller’s Performance Assurance has been applied to the Drawdown REC Quantity, such Designated System is deemed to have Delivered REC quantities equal to the Delivery Year Expected REC Quantity in each such Delivery Year accounted for in the Delivery Year REC Performance calculation that resulted in the Delivery Year Shortfall Amount. 27 23 If a Designated System is a Community Renewable Energy Generation Project, such Designated System must maintain at least (i) the percent of Actual Nameplate Capacity that has been Subscribed by minimum Community Solar Subscription Mix required under the Anchor Tenant ABP for the Price Adder obtained in the Contract Price and (ii) the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers as established pursuant to Section 3.6(a)(i)(a) or Section 3.6(a)(i)(c) after provided in the issuance of the fourth (4th) last Community Solar Quarterly Report submitted pursuant to Section 6.2 throughout the remainder of the Delivery TermTerm after the issuance of such Community Solar Quarterly Report. Subject to the provisions in Section 5.2(e) below, failure Failure to maintain the percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant minimum Community Solar Subscription Mix and the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers (as provided in the last Community Solar Quarterly Reports Report submitted pursuant to Section 7.2) 6.2 in a Delivery Year shall result in payment to Buyer from Seller of a monetary amount, determined by the IPA, and Buyer may draw on Seller’s Performance Assurance for this purpose. The Designated System must maintain the minimum Community Solar Subscription Mix required under the ABP for the Price Adder obtained in the Contract Price that resulted from the Community Solar Subscription Mix indicated in the last Community Solar Quarterly Report. For each Delivery Year after the issuance of the fourth (4th) last Community Solar Quarterly Report submitted pursuant to Section 7.26.2, then, using the REC Annual Report submitted under Section 7.3 6.3 and at the same time as the calculations made under Section 5.2(c) to the extent applicable28: 4.2(c):24 the Subscription share percentages of the Anchor Tenant percentage and End Use Customers Community Solar Subscription Mix will each be calculated by the IPA as a daily average, then averaged over the Delivery Year. This daily average will be based on Subscription start and end dates comprised of the day that a Subscription start or end request was submitted to the utility, as entered in the REC Annual Report. The amount of the draw on Seller’s Performance Assurance will be calculated as the sum of the following: (i) the difference between (a) the Community Solar Anchor Payment allocable to contracted payment for that Delivery Year and (b) the amount that would have been paid for given the Anchor Tenant’s realized Community Solar Subscription share for that Delivery Year given Mix and the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year, if (a) exceeds (b); and (ii) the difference between (x) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (y) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (x) exceeds (y).29 . (Provided, that the draw on Seller’s Performance Assurance will simply equal the total payment allocable to that Delivery Year if the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers Community Solar Subscription Mix in that Delivery Year is less than fifty percent (50%); but if this deficiency is due to the loss of an Anchor Tenant in the Delivery Year or a reduction in the percent of the Actual Nameplate Capacity being Subscribed by the Anchor Tenant, Seller shall have a specified period determined by the IPA from the end of the Delivery Year to cure the deficiency before such a draw is made.30 If the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers for that Delivery Year is at least fifty percent (50%.) at the end of such cure period, the draw on Seller’s Performance Assurance will not be the total payment allocable to that Delivery Year, but instead shall be calculated as the sum of the following: (i) the difference between (aa) the Community Solar Anchor Payment allocable to that Delivery Year and (bb) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year; and (ii) the difference between (xx) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (yy) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (xx) exceeds (yy). For avoidance of doubt, (aa) shall be equal to (a) above, (bb) shall be equal to (b) above, (xx) shall be equal to (x) above, and (yy) shall be equal to (y) above. For purposes of this draw, the draw shall be delayed until after the conclusion of such cure period and the determination of the draw amount shall be communicated by the IPA to Buyer and Seller).31 This amount will be calculated in arrears for only the immediately preceding Delivery Year covered by the REC Annual Report. If a Designated System meets a Community Solar Subscription Mix requirement for a lower Price Adder than what was obtained following the last Community Solar Quarterly Report, the Designated System will be deemed to have obtained that lower Price Adder for the Delivery Year for the purposes of calculating the draw above. If the Designated System regains a Community Solar Subscription Mix and Subscription percentage at or above their contracted amount in subsequent years, a drawdown under this Section 5.2(d4.2(d) will not occur in those years; however, overperformance in a Delivery Year will not be banked or applied to past Delivery Years. Any draw for a Designated System in a Delivery Year calculated pursuant to this Section 5.2(d4.2(d) shall be a Drawdown Payment, in addition to any Drawdown Payments calculated under Section 5.2(c)(iv4.2(c)(iv) above. Notwithstanding the foregoing, the Drawdown Payment pursuant to Section 5.2(c)(iv4.2(c)(iv), if applicable, shall be calculated and accounted first before the calculation pursuant to Section 5.2(d4.2(d) is made, and the sum of the Drawdown Payments calculated pursuant to Section 5.2(c)(iv4.2(c)(iv) and Section 5.2(d4.2(d) shall not exceed the total payment allocable to that Delivery Year based on the Subscription information indicated in the last Community Solar Quarterly ReportsReport. Buyer shall include information on any Drawdown Payment amounts due pursuant to this Section 5.2(d4.2(d) for a Delivery Year by written notice, which to the extent possible may be with the written notice specified in Section 5.2(c)(v)(a)(A4.2(c)(v)(A) above for that Delivery Year. For avoidance of doubt, no Surplus RECs can be applied to a Drawdown Payment pursuant to Section 5.2(d4.2(d). Designated Systems with Subscription levels (including only Subscription shares of the Anchor Tenant and End Use Customers) of at least ninety percent (90%) of the Actual Nameplate Capacity on a kW capacity basis for a Delivery Year shall be deemed to be with Subscription levels at one hundred percent (100%) of the Actual Nameplate Capacity for such Delivery Year and will not be subject to a draw on Seller’s Performance Assurance for that Delivery Year on the basis of Subscription percentage. percentage.25 This calculation will only occur after the final Contract Price and quantity of RECs due payment are determined per Section 3.6(a)(i)(f2.6(e) and will be based on that final Contract Price and quantity which is determined by the Community Solar Quarterly Reports submitted pursuant to Section 7.2. Notwithstanding any of the foregoing, if the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the last Community Solar Quarterly Report submitted pursuant to Section 7.2, then no draw shall occur pursuant to this Section 5.2(e) for such Delivery Year as long as the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is at least equal to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.26.2. In the event, the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, and the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is less than the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, then a draw shall be calculated for both Delivery Years consistent with the calculations laid out in Section 5.2(d) above.32 During the Delivery Term, Seller may determine that a Designated System is not performing at the level expected. In such case, Seller may submit a request to Buyer and the IPA to have the Delivery obligations of such Designated System reduced, and if the request is accepted by Buyer, such request shall be in exchange for the return by Seller to Buyer of any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered and have not been Delivered and any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered, but will no longer be Delivered due to the reduced Delivery obligations based on a revised Contract Nameplate Capacity and/or revised Contract Capacity Factor. Such request shall include pertinent information related to the payment adjustment as well as requested changes to future Delivery Year Expected REC Quantity and Contract Nameplate Capacity and/or Contract Capacity Factor. Any such request shall be deemed approved upon ▇▇▇▇▇’s receipt of such agreed upon payment adjustment, and information regarding the receipt of and the calculation of the agreed upon payment adjustment shall be communicated to the IPA. Any such changes in the delivery schedule and amendments made to future Delivery Year Expected REC Quantities and the Contract Nameplate Capacity and/or Contract Capacity Factor shall be documented in an amended Schedule B to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller. In Surplus RECs are virtually tracked in the event that: Surplus REC Account and shall remain, except as provided in Section 13.1, in such account until a reduction in such Surplus RECs is recorded by the IPA to meet a Delivery Year Shortfall Amount. Upon the conclusion of the annual review process pursuant to Section 4.2(c) above for the last Delivery Year under this Agreement, if (i) Sellerthere are Surplus RECs remaining in the Surplus REC Account and (ii) a Drawdown Payment calculated under Section 4.2(c)(iv) above has occurred during the Term of this Agreement, after then the date of Energization, has determined that IPA shall calculate a Designated System will not or no longer will be able to Deliver compliant RECs to Buyer for a reason that is not monetary refund adjustment due to Force Majeure Seller from Buyer. Buyer shall credit Seller for each Surplus REC that can be applied to a REC associated with a Drawdown Payment as defined in the first sentence of this Section 4.2(h). For purpose of calculating the refund, Surplus RECs from the Surplus REC Account shall be reduced and applied to the RECs that are associated with a Drawdown Payment, starting with the REC with the lowest Contract Price, REC for REC. The monetary refund adjustment shall be paid from Buyer to Seller by December 31 following the conclusion of the last annual review process. For avoidance of doubt, no refund shall be made for any Drawdown Payment calculated pursuant to Section 11.1 4.2(d), and provides a written notice substantially no payment shall be made for any Surplus RECs that remain in the form of Schedule D to Surplus REC Account after the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Deliver RECs from a Designated System during the Delivery Term for a period of twelve (12) months for a reason that refund adjustment is not due to Force Majeure pursuant to Section 11.1 and such failure was not remedied in accordance with the corrective action plan detailed pursuant to Section 7.3 to the satisfaction of the IPA in its reasonable discretion, the Dcalculated.

Contract Capacity Factor. If the Delivery Term extends beyond a 15-Delivery Year schedule starting with that first Delivery Year, then each subsequent Delivery Year Expected REC Quantity subsequent to the 15th Delivery Year shall reflect a quantity that provides for a degradation factor of half of one percent (0.5%) from the prior Delivery Year Expected REC Quantity (a sample delivery schedule is provided in Exhibit F-1). For avoidance of doubt, with respect to a Designated System that is a Community Renewable Energy Generation Project, the Designated System Contract Maximum REC Quantity and the Delivery Year Expected REC Quantities shall be adjusted pursuant to Section 3.6(a)(i)(a2.6(a)(i)(b) or and Section 3.6(a)(i)(c), 2.6(a)(i)(c) and the updated Schedule B and REC Delivery schedule will be issued by the IPA to Buyer and Seller pursuant to Section 3.6(a)(i)(g2.6(a)(i)(g). For avoidance of doubt, the adjustments made pursuant to Section 2.6(a2.6(a)(i)(b) or and Section 2.6(c2.6(a)(i)(c) shall be deemed to have prevailed at the time of Energization for purposes of calculating the Delivery Year Expected REC Quantities. For purposes of re-calculating the delivery schedule, the Delivery Year in which the date of Energization occurred shall be the first Delivery Year for which a Delivery Year Expected REC Quantity is calculated and the Delivery Year Expected REC Quantity for such first Delivery Year shall be calculated using the updated Contract Nameplate Capacity based on the updated percent of the Actual Nameplate Capacity that is being Subscribed by the Anchor Tenant and End Use Customers as established pursuant to Section 3.6(a)(i)(a2.6(a)(i)(b) or and Section 3.6(a)(i)(c2.6(a)(i)(c). Once annually on or prior to December November 15December 2 following a Delivery Year, the IPA shall review the performance of the REC Deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 7.36.3, and determine the amount of Aggregate Drawdown Payment due as follows: for each Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, the IPA shall calculate, with respect to a Delivery Year, a Delivery Year REC Performance for such Delivery Year (an example Delivery Year REC Performance calculation is provided in Exhibit F-2); with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is greater than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Surplus Amount” and each REC included in the Delivery Year Surplus Amount shall be a “Surplus REC”; with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is less than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Shortfall Amount”; for each Designated System that has a Delivery Year Shortfall Amount, starting with the Designated System with the lowest Contract Price, Surplus RECs from the Surplus REC Account shall be reduced and allocated to meet such Delivery Year Shortfall Amount, REC for REC. If there are insufficient Surplus RECs to meet the Delivery Year Shortfall Amount, then the number of RECs calculated as the difference between the Delivery Year Shortfall Amount and the sum of such Surplus RECs being applied to meet the Delivery Year Shortfall Amount is the “Drawdown REC Quantity”, and the multiplicative product of the Drawdown REC Quantity and the Contract Price of such Designated System is the “Drawdown Payment”; and at the end of the foregoing process: An Aggregate Drawdown Payment shall be calculated equal to the sum of the Drawdown Payments pursuant to Section 5.2(c)(iv4.2(c)(iv) and Section 5.2(d4.2(d) across all Designated Systems under this Agreement for such Delivery Year. If the Aggregate Drawdown Payment is less than $5,000, the IPA will track such amount and add such amount to the Aggregate Drawdown Payment for the subsequent Delivery Year or Delivery Years until the earlier of: the last Delivery Year or such time when the Aggregate Drawdown Payment is at least $5,000. If the Aggregate Drawdown Payment is equal to or greater than $5,000, a list of the Drawdown Payment amounts by Designated System shall be provided by the IPA to Buyer. Based on the list provided by the IPA, Buyer shall inform Seller of the Aggregate Drawdown Payment (including any Drawdown Payment pursuant to Section 5.2(c)(iv4.2(c)(iv) and any Drawdown Payment pursuant to Section 5.2(d4.2(d)) by written notice. Buyer will draw upon the Performance Assurance in the amount of the Aggregate Drawdown Payment unless payment is received from Seller in the amount of the Aggregate Drawdown Payment within thirty (30) days of the written notice provided for in this subsection (A); For purposes of calculating the Delivery Year REC Performance in future Delivery Years, for each Designated System that has a Delivery Year Shortfall Amount for which such Delivery Year Shortfall Amount is covered by Surplus REC(s) and/or for which a payment from Seller or from Seller’s Performance Assurance has been applied to the Drawdown REC Quantity, such Designated System is deemed to have Delivered REC quantities equal to the Delivery Year Expected REC Quantity in each such Delivery Year accounted for in the Delivery Year REC Performance calculation that resulted in the Delivery Year Shortfall Amount. 27 13 If a Designated System is a Community Renewable Energy Generation Project, such Designated System must maintain at least (i) the Community Solar Subscription Mix of fifty percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant (50%) and (ii) the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers as established pursuant to Section 3.6(a)(i)(a) or Section 3.6(a)(i)(c) after the issuance of provided in the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 6.2 throughout the remainder of the Delivery TermTerm after the issuance of such Community Solar Quarterly Report. Subject to the provisions in Section 5.2(e) below, failure Failure to maintain the minimum Community Solar Subscription Mix of fifty percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant (50%) and the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers (as provided in the fourth (4th) Community Solar Quarterly Reports Report submitted pursuant to Section 7.2) 6.2 in a Delivery Year shall result in payment to Buyer from Seller of a monetary amount, determined by the IPA, and Buyer may draw on Seller’s Performance Assurance for this purpose. For each Delivery Year after the issuance of the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 7.26.2, then, using the REC Annual Report submitted under Section 7.3 6.3 and at the same time as the calculations made under Section 5.2(c) to the extent applicable28: 4.2(c):14 the Subscription share percentages of the Anchor Tenant percentage and End Use Customers Community Solar Subscription Mix will each be calculated by the IPA as a daily average, then averaged over the Delivery Year. This daily average will be based on Subscription start and end dates comprised of the day that a Subscription start or end request was submitted to the utility, as entered in the REC Annual Report. The amount of the draw on Seller’s Performance Assurance will be calculated as the sum of the following: (i) the difference between (a) the Community Solar Anchor Payment allocable to contracted payment for that Delivery Year and (b) the amount that would have been paid for given the Anchor Tenant’s realized Community Solar Subscription share for that Delivery Year given Mix and the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year, if (a) exceeds (b); and (ii) the difference between (x) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (y) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (x) exceeds (y).29 . (Provided, that the draw on Seller’s Performance Assurance will simply equal the total payment allocable to that Delivery Year if the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers Community Solar Subscription Mix in that Delivery Year is less than fifty percent (50%); but if this deficiency is due to the loss of an Anchor Tenant in the Delivery Year or a reduction in the percent of the Actual Nameplate Capacity being Subscribed by the Anchor Tenant, Seller shall have a specified period determined by the IPA from the end of the Delivery Year to cure the deficiency before such a draw is made.30 If the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers for that Delivery Year is at least fifty percent (50%.) at the end of such cure period, the draw on Seller’s Performance Assurance will not be the total payment allocable to that Delivery Year, but instead shall be calculated as the sum of the following: (i) the difference between (aa) the Community Solar Anchor Payment allocable to that Delivery Year and (bb) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year; and (ii) the difference between (xx) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (yy) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (xx) exceeds (yy). For avoidance of doubt, (aa) shall be equal to (a) above, (bb) shall be equal to (b) above, (xx) shall be equal to (x) above, and (yy) shall be equal to (y) above. For purposes of this draw, the draw shall be delayed until after the conclusion of such cure period and the determination of the draw amount shall be communicated by the IPA to Buyer and Seller).31 This amount will be calculated in arrears for only the immediately preceding Delivery Year covered by the REC Annual Report. If the Designated System regains a Community Solar Subscription Mix and Subscription percentage at or above their contracted amount in subsequent years, a drawdown under this Section 5.2(d4.2(d) will not occur in those years; however, overperformance in a Delivery Year will not be banked or applied to past Delivery Years. Any draw for a Designated System in a Delivery Year calculated pursuant to this Section 5.2(d4.2(d) shall be a Drawdown Payment, in addition to any Drawdown Payments calculated under Section 5.2(c)(iv4.2(c)(iv) above. Notwithstanding the foregoing, the Drawdown Payment pursuant to Section 5.2(c)(iv4.2(c)(iv), if applicable, shall be calculated and accounted first before the calculation pursuant to Section 5.2(d4.2(d) is made, and the sum of the Drawdown Payments calculated pursuant to Section 5.2(c)(iv4.2(c)(iv) and Section 5.2(d4.2(d) shall not exceed the total payment allocable to that Delivery Year based on the Subscription information indicated in the fourth (4th) Community Solar Quarterly ReportsReport. Buyer shall include information on any Drawdown Payment amounts due pursuant to this Section 5.2(d4.2(d) for a Delivery Year by written notice, which to the extent possible may be with the written notice specified in Section 5.2(c)(v)(a)(A4.2(c)(v)(A) above for that Delivery Year. For avoidance of doubt, no Surplus RECs can be applied to a Drawdown Payment pursuant to Section 5.2(d4.2(d). Designated Systems with Subscription levels (including only Subscription shares of the Anchor Tenant and End Use Customers) of at least ninety percent (90%) of the Actual Nameplate Capacity on a kW capacity basis for a Delivery Year shall be deemed to be with Subscription levels at one hundred percent (100%) of the Actual Nameplate Capacity for such Delivery Year and will not be subject to a draw on Seller’s Performance Assurance for that Delivery Year on the basis of Subscription percentage. This calculation will only occur after the final Contract Price and quantity of RECs due payment are is determined per Section 3.6(a)(i)(f2.6(a)(i)(e) and will be based on that final the Contract Price and that final quantity which is determined by the Community Solar Quarterly Reports submitted pursuant to Section 7.2. Notwithstanding any of the foregoing, if the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points fourth (3% points4th) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Report submitted pursuant to Section 7.2, then no draw shall occur pursuant to this Section 5.2(e) for such Delivery Year as long as the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is at least equal to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.26.2. In the event, the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, and the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is less than the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, then a draw shall be calculated for both Delivery Years consistent with the calculations laid out in Section 5.2(d) above.32 During the Delivery Term, Seller may determine that a Designated System is not performing at the level expected. In such case, Seller may submit a request to Buyer and the IPA to have the Delivery obligations of such Designated System reduced, and if the request is accepted by Buyer, such request shall be in exchange for the return by Seller to Buyer of any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered and have not been Delivered and any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered, but will no longer be Delivered due to the reduced Delivery obligations based on a revised Contract Nameplate Capacity and/or revised Contract Capacity Factor. Such request shall include pertinent information related to the payment adjustment as well as requested changes to future Delivery Year Expected REC Quantity and Contract Nameplate Capacity and/or Contract Capacity Factor. Any such request shall be deemed approved upon ▇▇▇▇▇’s receipt of such agreed upon payment adjustment, and information regarding the receipt of and the calculation of the agreed upon payment adjustment shall be communicated to the IPA. Any such changes in the delivery schedule and amendments made to future Delivery Year Expected REC Quantities and the Contract Nameplate Capacity and/or Contract Capacity Factor shall be documented in an amended Schedule B to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller. In the event that: (i) Seller, after the date Date of Energization, has determined that a Designated System will not or no longer will be able to Deliver compliant RECs to Buyer for a reason that is not due to Force Majeure pursuant to Section 11.1 10.1 and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Deliver RECs from a Designated System during the Delivery Term for a period of twelve (12) months for a reason that is not due to Force Majeure pursuant to Section 11.1 10.1 and such failure was not remedied in accordance with the corrective action plan detailed pursuant to Section 7.3 6.3 to the satisfaction of the IPA in its reasonable discretion, the DDesignated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Deliver RECs in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A and Schedule B to the Product Order that is applicable to such Designated System. Further, if payments have been made to Seller with respect to the Designated System, Seller shall return the amount of payment based on the applicable Contract Price and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System, not to exceed the Designated System Contract Maximum REC Quantity. Surplus RECs are virtually tracked in the Surplus REC Account and shall remain, except as provided in Section 13.1, in such account until a reduction in such Surplus RECs is recorded by the IPA to meet a Delivery Year Shortfall Amount. Upon the conclusion of the annual review process pursuant to Section 4.2(c) above for the last Delivery Year under this Agreement, if (i) there are Surplus RECs remaining in the Surplus REC Account and (ii) a Drawdown Payment calculated under Section 4.2(c)(iv) above has occurred during the Term of this Agreement, then the IPA shall calculate a monetary refund adjustment due to Seller from Buyer. Buyer shall credit Seller for each Surplus REC that can be applied to a REC associated with a Drawdown Payment as defined in the first sentence of this Section 4.2(i). For purpose of calculating the refund, Surplus RECs from the Surplus REC Account shall be reduced and applied to the RECs that are associated with a Drawdown Payment, starting with the REC with the lowest Contract Price, REC for REC. The monetary refund adjustment shall be paid from Buyer to Seller by December 31 following the conclusion of the last annual review process. For avoidance of doubt, no refund shall be made for any Drawdown Payment calculated pursuant to Section 4.2(d), and no payment shall be made for any Surplus RECs that remain in the Surplus REC Account after the refund adjustment is calculated.

Contract Capacity Factor. If the Delivery Term extends beyond a 1520-Delivery Year schedule starting with that first Delivery Year, then each subsequent Delivery Year Expected REC Quantity subsequent to the 15th 20th Delivery Year shall reflect a quantity that provides for a degradation factor of half of one percent (0.5%) from the prior Delivery Year Expected REC Quantity (a sample delivery schedule is provided in Exhibit F-1). For avoidance In each Delivery Year, the quantity of doubtRECs from a Designated System that are eligible for payment is capped at the Delivery Year Expected REC Quantity.11 In the first Delivery Year in which the quantity of RECs Delivered is in excess of the Delivery Year Expected REC Quantity, with each eligible REC Delivered in excess of the Delivery Year Expected REC Quantity is a Surplus REC. In subsequent Delivery Years, if the sum of eligible RECs Delivered in such Delivery Year and Surplus RECs from such Designated System from prior years are in excess of the Delivery Year Expected REC Quantity, then each such excess REC in that Delivery Year shall be considered a Surplus REC. With respect to the Delivery Term of a Designated System, the quantity of RECs from such Designated System that are eligible for payment is capped at the Designated System Contract Maximum REC Quantity. Surplus RECs are tracked in the Surplus REC Account and shall remain, except as provided in Section 13.1, in such account until a reduction in such Surplus RECs is recorded due to payment by Buyer of such Surplus RECs pursuant to Section 5.2 or until returned to Seller pursuant to Section 4.2(f). An example calculation of payment for Surplus RECs is provided in Exhibit F-2. With respect to a Designated System that is a Community Renewable Energy Generation Project, the Designated System Contract Maximum REC Quantity and the Delivery Year Expected REC Quantities following shall be adjusted pursuant subject to Section 3.6(a)(i)(a5.2 and shall apply: only RECs that are associated with a Subscription consistent with the calculations set forth in Section 2.6(b) or shall be eligible for payment (and each REC that is not associated with a Subscription is deemed an “Ineligible REC” to be returned in accordance with Section 3.6(a)(i)(c2.6(c) and Section 4.2(e), and the updated Schedule B and REC Delivery schedule will be issued by the IPA to Buyer and Seller pursuant to Section 3.6(a)(i)(g). For avoidance of doubtthe Quarterly Periods from June through August and from September through November, the adjustments made pursuant to Section 2.6(a) or Section 2.6(c) quantity of RECs that are eligible for payment shall be deemed equal to have prevailed at the time of Energization for purposes of calculating the Delivery Year Expected REC Quantities. For purposes of re-calculating the delivery schedule, the Delivery Year in which the date of Energization occurred shall be the first Delivery Year for which a Delivery Year Expected REC Quantity is calculated and the Delivery Year Expected REC Quantity for such first Delivery Year shall be calculated using the updated Contract Nameplate Capacity based on the updated percent of the Actual Nameplate Capacity that is being Subscribed by the Anchor Tenant and End Use Customers as established pursuant to Section 3.6(a)(i)(a) or Section 3.6(a)(i)(c). Once annually on or prior to December 2 following a Delivery Year, the IPA shall review the performance of the REC Deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 7.3, and determine the amount of Aggregate Drawdown Payment due as follows: for each Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, the IPA shall calculate, with respect to a Delivery Year, a Delivery Year REC Performance for such Delivery Year (an example Delivery Year REC Performance calculation is provided in Exhibit F-2); with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is greater than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Surplus Amount” and each REC included in the Delivery Year Surplus Amount shall be a “Surplus REC”; with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is less than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Shortfall Amount”; for each Designated System that has a Delivery Year Shortfall Amount, starting with the Designated System with the lowest Contract Price, Surplus RECs from the Surplus REC Account shall be reduced and allocated to meet such Delivery Year Shortfall Amount, REC for REC. If there are insufficient Surplus RECs to meet the Delivery Year Shortfall Amount, then the number of RECs calculated as the difference between the Delivery Year Shortfall Amount and the sum of such Surplus RECs being applied to meet the Delivery Year Shortfall Amount is the “Drawdown REC Quantity”, and the multiplicative product of the Drawdown REC Quantity and the Contract Price of such Designated System is the “Drawdown Payment”; and at the end of the foregoing process: An Aggregate Drawdown Payment shall be calculated equal to the sum of the Drawdown Payments pursuant to Section 5.2(c)(iv) and Section 5.2(d) across all Designated Systems under this Agreement for such Delivery Year. If the Aggregate Drawdown Payment is less than $5,000, the IPA will track such amount and add such amount to the Aggregate Drawdown Payment for the subsequent Delivery Year or Delivery Years until the earlier of: the last Delivery Year or such time when the Aggregate Drawdown Payment is at least $5,000. If the Aggregate Drawdown Payment is equal to or greater than $5,000, a list of the Drawdown Payment amounts by Designated System shall be provided by the IPA to Buyer. Based on the list provided by the IPA, Buyer shall inform Seller of the Aggregate Drawdown Payment (including any Drawdown Payment pursuant to Section 5.2(c)(iv) and any Drawdown Payment pursuant to Section 5.2(d)) by written notice. Buyer will draw upon the Performance Assurance in the amount of the Aggregate Drawdown Payment unless payment is received from Seller in the amount of the Aggregate Drawdown Payment within thirty (30) days of the written notice provided for in this subsection (A); For purposes of calculating the Delivery Year REC Performance in future Delivery Years, for each Designated System that has a Delivery Year Shortfall Amount for which such Delivery Year Shortfall Amount is covered by Surplus REC(s) and/or for which a payment from Seller or from Seller’s Performance Assurance has been applied to the Drawdown REC Quantity, such Designated System is deemed to have Delivered REC quantities equal to the Delivery Year Expected REC Quantity in each such Delivery Year accounted for in the Delivery Year REC Performance calculation that resulted in the Delivery Year Shortfall Amount. 27 If a Designated System is a Community Renewable Energy Generation Project, such Designated System must maintain at least (ia) the percent of Actual Nameplate Capacity that has been Subscribed by as observed on the Anchor Tenant first Business Day of June and (iib) the RECs that have been Delivered from such Designated System during the applicable Quarterly Period. For the Quarterly Periods from December through February and from March through May, the quantity of RECs that are eligible for payment shall be equal to the multiplicative product of: (a) the greater of (1) the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers as established pursuant to Section 3.6(a)(i)(aobserved on the first Business Day of June and (2) or Section 3.6(a)(i)(c) after the issuance of the fourth (4th) Community Solar Quarterly Report throughout the remainder of the Delivery Term. Subject to the provisions in Section 5.2(e) below, failure to maintain the percent of Actual Nameplate Capacity that has been Subscribed by as observed on the Anchor Tenant first Business Day of December and (b) the RECs that have been Delivered from such Designated System during the applicable Quarterly Period. If the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers (as provided in on the Community Solar Quarterly Reports submitted pursuant to Section 7.2) in a Delivery Year shall result in payment to Buyer from Seller first Business Day of a monetary amount, determined by the IPA, and Buyer may draw on Seller’s Performance Assurance for this purpose. For each Delivery Year after the issuance of the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 7.2, then, using the REC Annual Report submitted under Section 7.3 and at the same time as the calculations made under Section 5.2(c) to the extent applicable28: the Subscription share percentages of the Anchor Tenant and End Use Customers will each be calculated by the IPA as a daily average, then averaged over the Delivery Year. This daily average will be based on Subscription start and end dates comprised of the day that a Subscription start or end request was submitted to the utility, as entered in the REC Annual Report. The amount of the draw on Seller’s Performance Assurance will be calculated as the sum of the following: (i) the difference between (a) the Community Solar Anchor Payment allocable to that Delivery Year and (b) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given December is greater than the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in on the first Business Day of June, then quantity of RECs that Delivery Year, if are eligible for payment for the period of June through November shall be subject to a true-up payment adjustment. The quantity of RECs subject to the true-up payment adjustment shall be equal to the multiplicative product of (a) exceeds (b); and (ii) the difference between (x1) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (y) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (x) exceeds (y).29 (Provided, that as observed on the draw on Seller’s Performance Assurance will simply equal the total payment allocable to that Delivery Year if the percent first Business Day of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year is less than fifty percent (50%); but if this deficiency is due to the loss of an Anchor Tenant in the Delivery Year or a reduction in the percent of the Actual Nameplate Capacity being Subscribed by the Anchor Tenant, Seller shall have a specified period determined by the IPA from the end of the Delivery Year to cure the deficiency before such a draw is made.30 If the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers for that Delivery Year is at least fifty percent (50%) at the end of such cure period, the draw on Seller’s Performance Assurance will not be the total payment allocable to that Delivery Year, but instead shall be calculated as the sum of the following: (i) the difference between (aa) the Community Solar Anchor Payment allocable to that Delivery Year June and (bb2) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year; as observed on the first Business Day of December and (iib) the difference between (xx) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (yy) the amount that would have been paid RECs Delivered for the End Use Customers’ Subscription share for that Delivery Year given period of June through November. The true-up payment adjustment is to be included in the invoice due on the tenth (10th) day of April. An example of this true-up payment calculation is provided in Exhibit F-3. If the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (xx) exceeds (yy). For avoidance on the first Business Day of doubt, (aa) shall be December is equal to (a) above, (bb) shall be equal to (b) above, (xx) shall be equal to (x) above, and (yy) shall be equal to (y) above. For purposes of this draw, or less than the draw shall be delayed until after the conclusion of such cure period and the determination of the draw amount shall be communicated by the IPA to Buyer and Seller).31 This amount will be calculated in arrears for only the immediately preceding Delivery Year covered by the REC Annual Report. If the Designated System regains a Subscription percentage at or above their contracted amount in subsequent years, a drawdown under this Section 5.2(d) will not occur in those years; however, overperformance in a Delivery Year will not be banked or applied to past Delivery Years. Any draw for a Designated System in a Delivery Year calculated pursuant to this Section 5.2(d) shall be a Drawdown Payment, in addition to any Drawdown Payments calculated under Section 5.2(c)(iv) above. Notwithstanding the foregoing, the Drawdown Payment pursuant to Section 5.2(c)(iv), if applicable, shall be calculated and accounted first before the calculation pursuant to Section 5.2(d) is made, and the sum of the Drawdown Payments calculated pursuant to Section 5.2(c)(iv) and Section 5.2(d) shall not exceed the total payment allocable to that Delivery Year based on the Subscription information indicated in the Community Solar Quarterly Reports. Buyer shall include information on any Drawdown Payment amounts due pursuant to this Section 5.2(d) for a Delivery Year by written notice, which to the extent possible may be with the written notice specified in Section 5.2(c)(v)(a)(A) above for that Delivery Year. For avoidance of doubt, no Surplus RECs can be applied to a Drawdown Payment pursuant to Section 5.2(d). Designated Systems with Subscription levels (including only Subscription shares of the Anchor Tenant and End Use Customers) of at least ninety percent (90%) of the Actual Nameplate Capacity on a kW capacity basis for a Delivery Year will not be subject to a draw on Seller’s Performance Assurance for that Delivery Year on the basis of Subscription percentage. This calculation will only occur after the final Contract Price and quantity of RECs due payment are determined per Section 3.6(a)(i)(f) and will be based on that final Contract Price and quantity which is determined by the Community Solar Quarterly Reports submitted pursuant to Section 7.2. Notwithstanding any of the foregoing, if the total combined percent of Actual Nameplate Capacity that has been Subscribed by on the Anchor Tenant and by End Use Customers has decreased first Business Day of June, then there will be no true-up payment adjustment for such Delivery Year. Within sixty (60) days of the conclusion of a Delivery Year, IPA will issue to Buyer and Seller a REC Retirement Notice indicating, with respect to each Designated System, the quantity of Ineligible RECs to be returned to Seller and the quantity of RECs received in such Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers be retired, as provided in the Community Solar Quarterly Report submitted calculated pursuant to Section 7.2, then no draw 4.2(d). Buyer shall occur pursuant to this Section 5.2(e) for such Delivery Year as long as retire or return RECs Delivered from Designated Systems in accordance with the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is at least equal to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided instructions in the Community Solar Quarterly Reports submitted pursuant to Section 7.2. In REC Retirement Notice within the event, the total combined percent later of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points thirty (3% points30) relative to the total combined percent days of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, and the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is less than the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, then a draw shall be calculated for both Delivery Years consistent with the calculations laid out in Section 5.2(d) above.32 During the Delivery Term, Seller may determine that a Designated System is not performing at the level expected. In such case, Seller may submit a request to Buyer and the IPA to have the Delivery obligations of such Designated System reduced, and if the request is accepted by Buyer, such request shall be in exchange for the return by Seller to Buyer of any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered, but will no longer be Delivered due to the reduced Delivery obligations based on a revised Contract Nameplate Capacity and/or revised Contract Capacity Factor. Such request shall include pertinent information related to the payment adjustment as well as requested changes to future Delivery Year Expected REC Quantity and Contract Nameplate Capacity and/or Contract Capacity Factor. Any such request shall be deemed approved upon ▇▇▇▇▇’s receipt of such agreed upon payment adjustment, and information regarding the receipt of and the calculation REC Retirement Notice or ninety (90) days of the agreed upon payment adjustment shall be communicated to conclusion of the IPA. Any such changes in the delivery schedule and amendments made to future Delivery Year Expected REC Quantities and the Contract Nameplate Capacity and/or Contract Capacity Factor shall be documented in an amended Schedule B to the Product Order applicable to such Designated System issued by the IPA to Buyer and SellerYear. In the event that: (i) Seller, after the date of Energization, has determined that a Designated System will not or no longer will be able to Deliver compliant RECs to Buyer for a reason that is not due to Force Majeure pursuant to Section 11.1 10.1 and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Deliver RECs from a Designated System during the Delivery Term for a period of twelve (12) months for a reason that is not due to Force Majeure pursuant to Section 11.1 10.1 and such failure was not remedied in accordance with the corrective action plan detailed pursuant to Section 7.3 6.2 to the satisfaction of the IPA in its reasonable discretion, the DDesignated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Deliver RECs in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A and Schedule B to the Product Order that is applicable to such Designated System. Further, if payments have been made to Seller with respect to the Designated System, Seller shall return the amount of payment based on the applicable Contract Price and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System, not to exceed the Designated System Contract Maximum REC Quantity. Upon the conclusion of the annual review process pursuant to Section 4.2 above for the last Delivery Year in the Delivery Term of a Designated System, if there are Surplus RECs remaining in the Surplus REC Account of such Designated System, all Surplus RECs remaining in the Surplus REC Account of such Designated System shall be returned from Buyer to Seller within sixty (60) days of the conclusion of the Delivery Year following the conclusion of the last annual review process for such Designated System.

Contract Capacity Factor. If the Delivery Term extends beyond a 1520-Delivery Year schedule starting with that first Delivery Year, then each subsequent Delivery Year Expected REC Quantity subsequent to the 15th 20th Delivery Year shall reflect a quantity that provides for a degradation factor of half of one percent (0.5%) from the prior Delivery Year Expected REC Quantity (a sample delivery schedule is provided in Exhibit F-1). For avoidance In each Delivery Year, the quantity of doubtRECs from a Designated System that are eligible for payment is capped at the Delivery Year Expected REC Quantity.6 In the first Delivery Year in which the quantity of RECs Delivered is in excess of the Delivery Year Expected REC Quantity, with each eligible REC Delivered in excess of the Delivery Year Expected REC Quantity is a Surplus REC. In subsequent Delivery Years, if the sum of eligible RECs Delivered in such Delivery Year and Surplus RECs from such Designated System from prior years are in excess of the Delivery Year Expected REC Quantity, then each such excess REC in that Delivery Year shall be considered a Surplus REC. With respect to the Delivery Term of a Designated System, the quantity of RECs from such Designated System that are eligible for payment is capped at the Designated System Contract Maximum REC Quantity. Surplus RECs are tracked in the Surplus REC Account and shall remain, except as provided in Section 13.1, in such account until a reduction in such Surplus RECs is recorded due to payment by Buyer of such Surplus RECs pursuant to Section 5.2 or until returned to Seller pursuant to Section 4.2(g). An example calculation of payment for Surplus RECs is provided in Exhibit F-2. With respect to a Designated System that is a Community Renewable Energy Generation Project, the Designated System Contract Maximum REC Quantity and the Delivery Year Expected REC Quantities following shall be adjusted pursuant subject to Section 3.6(a)(i)(a5.2 and shall apply: only RECs that are associated with a Subscription consistent with the calculations set forth in Section 2.6(b) or shall be eligible for payment (and each REC that is not associated with a Subscription is deemed an “Ineligible REC” to be returned in accordance with Section 3.6(a)(i)(c2.6(c) and Section 4.2(e), and the updated Schedule B and REC Delivery schedule will be issued by the IPA to Buyer and Seller pursuant to Section 3.6(a)(i)(g). For avoidance of doubtthe Quarterly Periods from June through August and from September through November, the adjustments made pursuant to Section 2.6(a) or Section 2.6(c) quantity of RECs that are eligible for payment shall be deemed equal to have prevailed at the time of Energization for purposes of calculating the Delivery Year Expected REC Quantities. For purposes of re-calculating the delivery schedule, the Delivery Year in which the date of Energization occurred shall be the first Delivery Year for which a Delivery Year Expected REC Quantity is calculated and the Delivery Year Expected REC Quantity for such first Delivery Year shall be calculated using the updated Contract Nameplate Capacity based on the updated percent of the Actual Nameplate Capacity that is being Subscribed by the Anchor Tenant and End Use Customers as established pursuant to Section 3.6(a)(i)(a) or Section 3.6(a)(i)(c). Once annually on or prior to December 2 following a Delivery Year, the IPA shall review the performance of the REC Deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 7.3, and determine the amount of Aggregate Drawdown Payment due as follows: for each Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, the IPA shall calculate, with respect to a Delivery Year, a Delivery Year REC Performance for such Delivery Year (an example Delivery Year REC Performance calculation is provided in Exhibit F-2); with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is greater than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Surplus Amount” and each REC included in the Delivery Year Surplus Amount shall be a “Surplus REC”; with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is less than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Shortfall Amount”; for each Designated System that has a Delivery Year Shortfall Amount, starting with the Designated System with the lowest Contract Price, Surplus RECs from the Surplus REC Account shall be reduced and allocated to meet such Delivery Year Shortfall Amount, REC for REC. If there are insufficient Surplus RECs to meet the Delivery Year Shortfall Amount, then the number of RECs calculated as the difference between the Delivery Year Shortfall Amount and the sum of such Surplus RECs being applied to meet the Delivery Year Shortfall Amount is the “Drawdown REC Quantity”, and the multiplicative product of the Drawdown REC Quantity and the Contract Price of such Designated System is the “Drawdown Payment”; and at the end of the foregoing process: An Aggregate Drawdown Payment shall be calculated equal to the sum of the Drawdown Payments pursuant to Section 5.2(c)(iv) and Section 5.2(d) across all Designated Systems under this Agreement for such Delivery Year. If the Aggregate Drawdown Payment is less than $5,000, the IPA will track such amount and add such amount to the Aggregate Drawdown Payment for the subsequent Delivery Year or Delivery Years until the earlier of: the last Delivery Year or such time when the Aggregate Drawdown Payment is at least $5,000. If the Aggregate Drawdown Payment is equal to or greater than $5,000, a list of the Drawdown Payment amounts by Designated System shall be provided by the IPA to Buyer. Based on the list provided by the IPA, Buyer shall inform Seller of the Aggregate Drawdown Payment (including any Drawdown Payment pursuant to Section 5.2(c)(iv) and any Drawdown Payment pursuant to Section 5.2(d)) by written notice. Buyer will draw upon the Performance Assurance in the amount of the Aggregate Drawdown Payment unless payment is received from Seller in the amount of the Aggregate Drawdown Payment within thirty (30) days of the written notice provided for in this subsection (A); For purposes of calculating the Delivery Year REC Performance in future Delivery Years, for each Designated System that has a Delivery Year Shortfall Amount for which such Delivery Year Shortfall Amount is covered by Surplus REC(s) and/or for which a payment from Seller or from Seller’s Performance Assurance has been applied to the Drawdown REC Quantity, such Designated System is deemed to have Delivered REC quantities equal to the Delivery Year Expected REC Quantity in each such Delivery Year accounted for in the Delivery Year REC Performance calculation that resulted in the Delivery Year Shortfall Amount. 27 If a Designated System is a Community Renewable Energy Generation Project, such Designated System must maintain at least (ia) the percent of Actual Nameplate Capacity that has been Subscribed by as observed on the Anchor Tenant first Business Day of June and (iib) the RECs that have been Delivered from such Designated System during the applicable Quarterly Period. For the Quarterly Periods from December through February and from March through May, the quantity of RECs that are eligible for payment shall be equal to the multiplicative product of: (a) the greater of (1) the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers as established pursuant to Section 3.6(a)(i)(aobserved on the first Business Day of June and (2) or Section 3.6(a)(i)(c) after the issuance of the fourth (4th) Community Solar Quarterly Report throughout the remainder of the Delivery Term. Subject to the provisions in Section 5.2(e) below, failure to maintain the percent of Actual Nameplate Capacity that has been Subscribed by as observed on the Anchor Tenant first Business Day of December and (b) the RECs that have been Delivered from such Designated System during the applicable Quarterly Period. If the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers (as provided in on the Community Solar Quarterly Reports submitted pursuant to Section 7.2) in a Delivery Year shall result in payment to Buyer from Seller first Business Day of a monetary amount, determined by the IPA, and Buyer may draw on Seller’s Performance Assurance for this purpose. For each Delivery Year after the issuance of the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 7.2, then, using the REC Annual Report submitted under Section 7.3 and at the same time as the calculations made under Section 5.2(c) to the extent applicable28: the Subscription share percentages of the Anchor Tenant and End Use Customers will each be calculated by the IPA as a daily average, then averaged over the Delivery Year. This daily average will be based on Subscription start and end dates comprised of the day that a Subscription start or end request was submitted to the utility, as entered in the REC Annual Report. The amount of the draw on Seller’s Performance Assurance will be calculated as the sum of the following: (i) the difference between (a) the Community Solar Anchor Payment allocable to that Delivery Year and (b) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given December is greater than the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in on the first Business Day of June, then quantity of RECs that Delivery Year, if are eligible for payment for the period of June through November shall be subject to a true-up payment adjustment. The quantity of RECs subject to the true-up payment adjustment shall be equal to the multiplicative product of (a) exceeds (b); and (ii) the difference between (x1) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (y) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (x) exceeds (y).29 (Provided, that as observed on the draw on Seller’s Performance Assurance will simply equal the total payment allocable to that Delivery Year if the percent first Business Day of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year is less than fifty percent (50%); but if this deficiency is due to the loss of an Anchor Tenant in the Delivery Year or a reduction in the percent of the Actual Nameplate Capacity being Subscribed by the Anchor Tenant, Seller shall have a specified period determined by the IPA from the end of the Delivery Year to cure the deficiency before such a draw is made.30 If the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers for that Delivery Year is at least fifty percent (50%) at the end of such cure period, the draw on Seller’s Performance Assurance will not be the total payment allocable to that Delivery Year, but instead shall be calculated as the sum of the following: (i) the difference between (aa) the Community Solar Anchor Payment allocable to that Delivery Year June and (bb2) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year; as observed on the first Business Day of December and (iib) the difference between (xx) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (yy) the amount that would have been paid RECs Delivered for the End Use Customers’ Subscription share for that Delivery Year given period of June through November. The true-up payment adjustment is to be included in the invoice due on the tenth (10th) day of April. An example of this true-up payment calculation is provided in Exhibit F-3. If the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (xx) exceeds (yy). For avoidance on the first Business Day of doubt, (aa) shall be December is equal to (a) above, (bb) shall be equal to (b) above, (xx) shall be equal to (x) above, and (yy) shall be equal to (y) above. For purposes of this draw, or less than the draw shall be delayed until after the conclusion of such cure period and the determination of the draw amount shall be communicated by the IPA to Buyer and Seller).31 This amount will be calculated in arrears for only the immediately preceding Delivery Year covered by the REC Annual Report. If the Designated System regains a Subscription percentage at or above their contracted amount in subsequent years, a drawdown under this Section 5.2(d) will not occur in those years; however, overperformance in a Delivery Year will not be banked or applied to past Delivery Years. Any draw for a Designated System in a Delivery Year calculated pursuant to this Section 5.2(d) shall be a Drawdown Payment, in addition to any Drawdown Payments calculated under Section 5.2(c)(iv) above. Notwithstanding the foregoing, the Drawdown Payment pursuant to Section 5.2(c)(iv), if applicable, shall be calculated and accounted first before the calculation pursuant to Section 5.2(d) is made, and the sum of the Drawdown Payments calculated pursuant to Section 5.2(c)(iv) and Section 5.2(d) shall not exceed the total payment allocable to that Delivery Year based on the Subscription information indicated in the Community Solar Quarterly Reports. Buyer shall include information on any Drawdown Payment amounts due pursuant to this Section 5.2(d) for a Delivery Year by written notice, which to the extent possible may be with the written notice specified in Section 5.2(c)(v)(a)(A) above for that Delivery Year. For avoidance of doubt, no Surplus RECs can be applied to a Drawdown Payment pursuant to Section 5.2(d). Designated Systems with Subscription levels (including only Subscription shares of the Anchor Tenant and End Use Customers) of at least ninety percent (90%) of the Actual Nameplate Capacity on a kW capacity basis for a Delivery Year will not be subject to a draw on Seller’s Performance Assurance for that Delivery Year on the basis of Subscription percentage. This calculation will only occur after the final Contract Price and quantity of RECs due payment are determined per Section 3.6(a)(i)(f) and will be based on that final Contract Price and quantity which is determined by the Community Solar Quarterly Reports submitted pursuant to Section 7.2. Notwithstanding any of the foregoing, if the total combined percent of Actual Nameplate Capacity that has been Subscribed by on the Anchor Tenant and by End Use Customers has decreased first Business Day of June, then there will be no true-up payment adjustment for such Delivery Year. Within sixty (60) days of the conclusion of a Delivery Year, IPA will issue to Buyer and Seller a REC Retirement Notice indicating, with respect to each Designated System, the quantity of Ineligible RECs to be returned to Seller and the quantity of RECs received in such Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers be retired, as provided in the Community Solar Quarterly Report submitted calculated pursuant to Section 7.2, then no draw 4.2(d). Buyer shall occur pursuant to this Section 5.2(e) for such Delivery Year as long as retire or return RECs Delivered from Designated Systems in accordance with the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is at least equal to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided instructions in the Community Solar Quarterly Reports submitted pursuant to Section 7.2. In REC Retirement Notice within the event, the total combined percent later of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points thirty (3% points30) relative to the total combined percent days of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, and the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is less than the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, then a draw shall be calculated for both Delivery Years consistent with the calculations laid out in Section 5.2(d) above.32 During the Delivery Term, Seller may determine that a Designated System is not performing at the level expected. In such case, Seller may submit a request to Buyer and the IPA to have the Delivery obligations of such Designated System reduced, and if the request is accepted by Buyer, such request shall be in exchange for the return by Seller to Buyer of any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered, but will no longer be Delivered due to the reduced Delivery obligations based on a revised Contract Nameplate Capacity and/or revised Contract Capacity Factor. Such request shall include pertinent information related to the payment adjustment as well as requested changes to future Delivery Year Expected REC Quantity and Contract Nameplate Capacity and/or Contract Capacity Factor. Any such request shall be deemed approved upon ▇▇▇▇▇’s receipt of such agreed upon payment adjustment, and information regarding the receipt of and the calculation REC Retirement Notice or ninety (90) days of the agreed upon payment adjustment shall be communicated to conclusion of the IPA. Any such changes in the delivery schedule and amendments made to future Delivery Year Expected REC Quantities and the Contract Nameplate Capacity and/or Contract Capacity Factor shall be documented in an amended Schedule B to the Product Order applicable to such Designated System issued by the IPA to Buyer and SellerYear. In the event that: (i) Seller, after the date of Energization, has determined that a Designated System will not or no longer will be able to Deliver compliant RECs to Buyer for a reason that is not due to Force Majeure pursuant to Section 11.1 10.1 and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Deliver RECs from a Designated System during the Delivery Term for a period of twelve (12) months for a reason that is not due to Force Majeure pursuant to Section 11.1 10.1 and such failure was not remedied in accordance with the corrective action plan detailed pursuant to Section 7.3 6.2 to the satisfaction of the IPA in its reasonable discretion, the DDesignated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Deliver RECs in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A and Schedule B to the Product Order that is applicable to such Designated System. Further, if payments, including any Advance of Capital, have been made to Seller with respect to the Designated System, Seller shall return the amount of payment based on the applicable Contract Price and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System, not to exceed the Designated System Contract Maximum REC Quantity. Upon the conclusion of the annual review process pursuant to Section 4.2 above for the last Delivery Year in the Delivery Term of a Designated System, if there are Surplus RECs remaining in the Surplus REC Account of such Designated System, all Surplus RECs remaining in the Surplus REC Account of such Designated System shall be returned from Buyer to Seller within sixty (60) days of the conclusion of the Delivery Year following the conclusion of the last annual review process for such Designated System.

Contract Capacity Factor. If the Delivery Term extends beyond a 15-Delivery Year schedule starting with that first Delivery Year, then each subsequent Delivery Year Expected REC Quantity subsequent to the 15th Delivery Year shall reflect a quantity that provides for a degradation factor of half of one percent (0.5%) from the prior Delivery Year Expected REC Quantity (a sample delivery schedule is provided in Exhibit F-1). For avoidance of doubt, with respect to a Designated System that is a Community Renewable Energy Generation Project, the Designated System Contract Maximum REC Quantity and the Delivery Year Expected REC Quantities shall be adjusted pursuant to Section 3.6(a)(i)(a2.6(a)(i)(b) or and Section 3.6(a)(i)(c), 2.6(a)(i)(c) and the updated Schedule B and REC Delivery schedule will be issued by the IPA to Buyer and Seller pursuant to Section 3.6(a)(i)(g2.6(a)(i)(g). For avoidance of doubt, the adjustments made pursuant to Section 2.6(a2.6(a)(i)(b) or and Section 2.6(c2.6(a)(i)(c) shall be deemed to have prevailed at the time of Energization for purposes of calculating the Delivery Year Expected REC Quantities. For purposes of re-calculating the delivery schedule, the Delivery Year in which the date of Energization occurred shall be the first Delivery Year for which a Delivery Year Expected REC Quantity is calculated and the Delivery Year Expected REC Quantity for such first Delivery Year shall be calculated using the updated Contract Nameplate Capacity based on the updated percent of the Actual Nameplate Capacity that is being Subscribed by the Anchor Tenant and End Use Customers as established pursuant to Section 3.6(a)(i)(a2.6(a)(i)(b) or and Section 3.6(a)(i)(c2.6(a)(i)(c). Once annually on or prior to December 2 following a Delivery Year, the IPA shall review the performance of the REC Deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 7.36.3, and determine the amount of Aggregate Drawdown Payment due as follows: for each Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, the IPA shall calculate, with respect to a Delivery Year, a Delivery Year REC Performance for such Delivery Year (an example Delivery Year REC Performance calculation is provided in Exhibit F-2); with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is greater than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Surplus Amount” and each REC included in the Delivery Year Surplus Amount shall be a “Surplus REC”; with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is less than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Shortfall Amount”; for each Designated System that has a Delivery Year Shortfall Amount, starting with the Designated System with the lowest Contract Price, Surplus RECs from the Surplus REC Account shall be reduced and allocated to meet such Delivery Year Shortfall Amount, REC for REC. If there are insufficient Surplus RECs to meet the Delivery Year Shortfall Amount, then the number of RECs calculated as the difference between the Delivery Year Shortfall Amount and the sum of such Surplus RECs being applied to meet the Delivery Year Shortfall Amount is the “Drawdown REC Quantity”, and the multiplicative product of the Drawdown REC Quantity and the Contract Price of such Designated System is the “Drawdown Payment”; and at the end of the foregoing process: An Aggregate Drawdown Payment shall be calculated equal to the sum of the Drawdown Payments pursuant to Section 5.2(c)(iv4.2(c)(iv) and Section 5.2(d4.2(d) across all Designated Systems under this Agreement for such Delivery Year. If the Aggregate Drawdown Payment is less than $5,000, the IPA will track such amount and add such amount to the Aggregate Drawdown Payment for the subsequent Delivery Year or Delivery Years until the earlier of: the last Delivery Year or such time when the Aggregate Drawdown Payment is at least $5,000. If the Aggregate Drawdown Payment is equal to or greater than $5,000, a list of the Drawdown Payment amounts by Designated System shall be provided by the IPA to Buyer. Based on the list provided by the IPA, Buyer shall inform Seller of the Aggregate Drawdown Payment (including any Drawdown Payment pursuant to Section 5.2(c)(iv4.2(c)(iv) and any Drawdown Payment pursuant to Section 5.2(d4.2(d)) by written notice. Buyer will draw upon the Performance Assurance in the amount of the Aggregate Drawdown Payment unless payment is received from Seller in the amount of the Aggregate Drawdown Payment within thirty (30) days of the written notice provided for in this subsection (A); For purposes of calculating the Delivery Year REC Performance in future Delivery Years, for each Designated System that has a Delivery Year Shortfall Amount for which such Delivery Year Shortfall Amount is covered by Surplus REC(s) and/or for which a payment from Seller or from Seller’s Performance Assurance has been applied to the Drawdown REC Quantity, such Designated System is deemed to have Delivered REC quantities equal to the Delivery Year Expected REC Quantity in each such Delivery Year accounted for in the Delivery Year REC Performance calculation that resulted in the Delivery Year Shortfall Amount. 27 15 If a Designated System is a Community Renewable Energy Generation Project, such Designated System must maintain at least (i) the Community Solar Subscription Mix of fifty percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant (50%) and (ii) the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers as established pursuant to Section 3.6(a)(i)(a) or Section 3.6(a)(i)(c) after the issuance of provided in the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 6.2 throughout the remainder of the Delivery TermTerm after the issuance of such Community Solar Quarterly Report. Subject to the provisions in Section 5.2(e) below, failure Failure to maintain the minimum Community Solar Subscription Mix of fifty percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant (50%) and the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers (as provided in the fourth (4th) Community Solar Quarterly Reports Report submitted pursuant to Section 7.2) 6.2 in a Delivery Year shall result in payment to Buyer from Seller of a monetary amount, determined by the IPA, and Buyer may draw on Seller’s Performance Assurance for this purpose. For each Delivery Year after the issuance of the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 7.26.2, then, using the REC Annual Report submitted under Section 7.3 6.3 and at the same time as the calculations made under Section 5.2(c) to the extent applicable28: 4.2(c):16 the Subscription share percentages of the Anchor Tenant percentage and End Use Customers Community Solar Subscription Mix will each be calculated by the IPA as a daily average, then averaged over the Delivery Year. This daily average will be based on Subscription start and end dates comprised of the day that a Subscription start or end request was submitted to the utility, as entered in the REC Annual Report. The amount of the draw on Seller’s Performance Assurance will be calculated as the sum of the following: (i) the difference between (a) the Community Solar Anchor Payment allocable to contracted payment for that Delivery Year and (b) the amount that would have been paid for given the Anchor Tenant’s realized Community Solar Subscription share for that Delivery Year given Mix and the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year, if (a) exceeds (b); and (ii) the difference between (x) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (y) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (x) exceeds (y).29 . (Provided, that the draw on Seller’s Performance Assurance will simply equal the total payment allocable to that Delivery Year if the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers Community Solar Subscription Mix in that Delivery Year is less than fifty percent (50%); but if this deficiency is due to the loss of an Anchor Tenant in the Delivery Year or a reduction in the percent of the Actual Nameplate Capacity being Subscribed by the Anchor Tenant, Seller shall have a specified period determined by the IPA from the end of the Delivery Year to cure the deficiency before such a draw is made.30 If the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers for that Delivery Year is at least fifty percent (50%.) at the end of such cure period, the draw on Seller’s Performance Assurance will not be the total payment allocable to that Delivery Year, but instead shall be calculated as the sum of the following: (i) the difference between (aa) the Community Solar Anchor Payment allocable to that Delivery Year and (bb) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year; and (ii) the difference between (xx) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (yy) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (xx) exceeds (yy). For avoidance of doubt, (aa) shall be equal to (a) above, (bb) shall be equal to (b) above, (xx) shall be equal to (x) above, and (yy) shall be equal to (y) above. For purposes of this draw, the draw shall be delayed until after the conclusion of such cure period and the determination of the draw amount shall be communicated by the IPA to Buyer and Seller).31 This amount will be calculated in arrears for only the immediately preceding Delivery Year covered by the REC Annual Report. If the Designated System regains a Community Solar Subscription Mix and Subscription percentage at or above their contracted amount in subsequent years, a drawdown under this Section 5.2(d4.2(d) will not occur in those years; however, overperformance in a Delivery Year will not be banked or applied to past Delivery Years. Any draw for a Designated System in a Delivery Year calculated pursuant to this Section 5.2(d4.2(d) shall be a Drawdown Payment, in addition to any Drawdown Payments calculated under Section 5.2(c)(iv4.2(c)(iv) above. Notwithstanding the foregoing, the Drawdown Payment pursuant to Section 5.2(c)(iv4.2(c)(iv), if applicable, shall be calculated and accounted first before the calculation pursuant to Section 5.2(d4.2(d) is made, and the sum of the Drawdown Payments calculated pursuant to Section 5.2(c)(iv4.2(c)(iv) and Section 5.2(d4.2(d) shall not exceed the total payment allocable to that Delivery Year based on the Subscription information indicated in the fourth (4th) Community Solar Quarterly ReportsReport. Buyer shall include information on any Drawdown Payment amounts due pursuant to this Section 5.2(d4.2(d) for a Delivery Year by written notice, which to the extent possible may be with the written notice specified in Section 5.2(c)(v)(a)(A4.2(c)(v)(A) above for that Delivery Year. For avoidance of doubt, no Surplus RECs can be applied to a Drawdown Payment pursuant to Section 5.2(d4.2(d). Designated Systems with Subscription levels (including only Subscription shares of the Anchor Tenant and End Use Customers) of at least ninety percent (90%) of the Actual Nameplate Capacity on a kW capacity basis for a Delivery Year shall be deemed to be with Subscription levels at one hundred percent (100%) of the Actual Nameplate Capacity for such Delivery Year and will not be subject to a draw on Seller’s Performance Assurance for that Delivery Year on the basis of Subscription percentage. This calculation will only occur after the final Contract Price and quantity of RECs due payment are is determined per Section 3.6(a)(i)(f2.6(a)(i)(e) and will be based on that final the Contract Price and that final quantity which is determined by the Community Solar Quarterly Reports submitted pursuant to Section 7.2. Notwithstanding any of the foregoing, if the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points fourth (3% points4th) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Report submitted pursuant to Section 7.2, then no draw shall occur pursuant to this Section 5.2(e) for such Delivery Year as long as the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is at least equal to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.26.2. In the event, the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, and the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is less than the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, then a draw shall be calculated for both Delivery Years consistent with the calculations laid out in Section 5.2(d) above.32 During the Delivery Term, Seller may determine that a Designated System is not performing at the level expected. In such case, Seller may submit a request to Buyer and the IPA to have the Delivery obligations of such Designated System reduced, and if the request is accepted by Buyer, such request shall be in exchange for the return by Seller to Buyer of any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered and have not been Delivered and any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered, but will no longer be Delivered due to the reduced Delivery obligations based on a revised Contract Nameplate Capacity and/or revised Contract Capacity Factor. Such request shall include pertinent information related to the payment adjustment as well as requested changes to future Delivery Year Expected REC Quantity and Contract Nameplate Capacity and/or Contract Capacity Factor. Any such request shall be deemed approved upon ▇▇▇▇▇’s receipt of such agreed upon payment adjustment, and information regarding the receipt of and the calculation of the agreed upon payment adjustment shall be communicated to the IPA. Any such changes in the delivery schedule and amendments made to future Delivery Year Expected REC Quantities and the Contract Nameplate Capacity and/or Contract Capacity Factor shall be documented in an amended Schedule B to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller. In the event that: (i) Seller, after the date of Energization, has determined that a Designated System will not or no longer will be able to Deliver compliant RECs to Buyer for a reason that is not due to Force Majeure pursuant to Section 11.1 10.1 and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Deliver RECs from a Designated System during the Delivery Term for a period of twelve (12) months for a reason that is not due to Force Majeure pursuant to Section 11.1 10.1 and such failure was not remedied in accordance with the corrective action plan detailed pursuant to Section 7.3 6.3 to the satisfaction of the IPA in its reasonable discretion, the DDesignated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Deliver RECs in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A and Schedule B to the Product Order that is applicable to such Designated System. Further, if payments have been made to Seller with respect to the Designated System, Seller shall return the amount of payment based on the applicable Contract Price and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System, not to exceed the Designated System Contract Maximum REC Quantity. Surplus RECs are virtually tracked in the Surplus REC Account and shall remain, except as provided in Section 13.1, in such account until a reduction in such Surplus RECs is recorded by the IPA to meet a Delivery Year Shortfall Amount. Upon the conclusion of the annual review process pursuant to Section 4.2(c) above for the last Delivery Year under this Agreement, if (i) there are Surplus RECs remaining in the Surplus REC Account and (ii) a Drawdown Payment calculated under Section 4.2(c)(iv) above has occurred during the Term of this Agreement, then the IPA shall calculate a monetary refund adjustment due to Seller from Buyer. Buyer shall credit Seller for each Surplus REC that can be applied to a REC associated with a Drawdown Payment as defined in the first sentence of this Section 4.2(i). For purpose of calculating the refund, Surplus RECs from the Surplus REC Account shall be reduced and applied to the RECs that are associated with a Drawdown Payment, starting with the REC with the lowest Contract Price, REC for REC. The monetary refund adjustment shall be paid from Buyer to Seller by December 31 following the conclusion of the last annual review process. For avoidance of doubt, no refund shall be made for any Drawdown Payment calculated pursuant to Section 4.2(d), and no payment shall be made for any Surplus RECs that remain in the Surplus REC Account after the refund adjustment is calculated.

Contract Capacity Factor. If the Delivery Term extends beyond a 15-Delivery Year schedule starting with that first Delivery Year, then each subsequent Delivery Year Expected REC Quantity subsequent to the 15th Delivery Year shall reflect a quantity that provides for a degradation factor of half of one percent (0.5%) from the prior Delivery Year Expected REC Quantity (a sample delivery schedule is provided in Exhibit F-1F).-1). For avoidance of doubt, with respect to a Designated System that is a Community Renewable Energy Generation Project, the Designated System Contract Maximum REC Quantity and the Delivery Year Expected REC Quantities shall be adjusted pursuant to Section 3.6(a)(i)(a2.6(b) or and Section 3.6(a)(i)(c), 2.6(c) and the updated Schedule B and REC Delivery schedule will be issued by the IPA to Buyer and Seller pursuant to Section 3.6(a)(i)(g2.6(g). For avoidance of doubt, the adjustments made pursuant to Section 2.6(a2.6(b) or and Section 2.6(c) shall be deemed to have prevailed at the time of Energization for purposes of calculating the Delivery Year Expected REC Quantities. For purposes of re-calculating the delivery schedule, the Delivery Year in which the date of Energization occurred shall be the first Delivery Year for which a Delivery Year Expected REC Quantity is calculated and the Delivery Year Expected REC Quantity for such first Delivery Year shall be calculated using the updated Contract Nameplate Capacity based on the updated percent of the Actual Nameplate Capacity that is being Subscribed by the Anchor Tenant and End Use Customers as established pursuant to Section 3.6(a)(i)(a2.6(b) or and Section 3.6(a)(i)(c2.6(c). (d)(c) Once annually on or prior to December 2 November 15 following a Delivery Year, the IPA shall review the performance of the REC Deliveries deliveriesDeliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 7.310(c) of the Cover Sheet,6.3, and determine the amount of Aggregate Drawdown Payment due as follows: for each Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, the IPA shall calculate, with respect to a Delivery Year, a Delivery Year REC Performance for such Delivery Year (an example Delivery Year REC Performance calculation is provided in Exhibit F-2); with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is greater than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Surplus Amount” and each REC included in the Delivery Year Surplus Amount shall be a “Surplus REC”; with respect to a Designated System that has been Energized and three (3) full Delivery Years have occurred since the start of the Delivery Term of such Designated System, in the event that the Delivery Year REC Performance is less than the applicable Delivery Year Expected REC Quantity, the difference in the number of RECs shall be the “Delivery Year Shortfall Amount”; for each Designated System that has a Delivery Year Shortfall Amount, starting with the Designated System with the lowest Contract Price, Surplus RECs from the Surplus REC Account shall be reduced and allocated to meet such Delivery Year Shortfall Amount, REC for REC. If there are insufficient Surplus RECs to meet the Delivery Year Shortfall Amount, then the number of RECs calculated as the difference between the Delivery Year Shortfall Amount and the sum of such Surplus RECs being applied to meet the Delivery Year Shortfall Amount is the “Drawdown REC Quantity”, and the multiplicative product of the Drawdown REC Quantity and the Contract Price of such Designated System is the “Drawdown Payment”; and at the end of the foregoing process: An Aggregate Drawdown Payment shall be calculated equal to the sum of the Drawdown Payments pursuant to Section 5.2(c)(iv) and Section 5.2(d) across all Designated Systems under this Agreement for such Delivery Year. If the Aggregate Drawdown Payment is less than $5,000, the IPA will track such amount and add such amount to the Aggregate Drawdown Payment for the subsequent Delivery Year or Delivery Years until the earlier of: the last Delivery Year or such time when the Aggregate Drawdown Payment is at least $5,000. If the Aggregate Drawdown Payment is equal to or greater than $5,000, a list of the Drawdown Payment amounts by Designated System shall be provided by the IPA to Buyer. Based on the list provided by the IPA, Buyer shall inform Seller of the Aggregate Drawdown Payment (including any Drawdown Payment pursuant to Section 5.2(c)(iv) and any Drawdown Payment pursuant to Section 5.2(d)) by written notice. Buyer will draw upon the Performance Assurance in the amount of the Aggregate Drawdown Payment unless payment is received from Seller in the amount of the Aggregate Drawdown Payment within thirty (30) days of the written notice provided for in this subsection (A); For purposes of calculating the Delivery Year REC Performance in future Delivery Years, for each Designated System that has a Delivery Year Shortfall Amount for which such Delivery Year Shortfall Amount is covered by Surplus REC(s) and/or for which a payment from Seller or from Seller’s Performance Assurance has been applied to the Drawdown REC Quantity, such Designated System is deemed to have Delivered REC quantities equal to the Delivery Year Expected REC Quantity in each such Delivery Year accounted for in the Delivery Year REC Performance calculation that resulted in the Delivery Year Shortfall Amount. 27 If a Designated System is a Community Renewable Energy Generation Project, such Designated System must maintain at least (i) the percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and (ii) the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers as established pursuant to Section 3.6(a)(i)(a) or Section 3.6(a)(i)(c) after the issuance of the fourth (4th) Community Solar Quarterly Report throughout the remainder of the Delivery Term. Subject to the provisions in Section 5.2(e) below, failure to maintain the percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers (as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2) in a Delivery Year shall result in payment to Buyer from Seller of a monetary amount, determined by the IPA, and Buyer may draw on Seller’s Performance Assurance for this purpose. For each Delivery Year after the issuance of the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 7.2, then, using the REC Annual Report submitted under Section 7.3 and at the same time as the calculations made under Section 5.2(c) to the extent applicable28: the Subscription share percentages of the Anchor Tenant and End Use Customers will each be calculated by the IPA as a daily average, then averaged over the Delivery Year. This daily average will be based on Subscription start and end dates comprised of the day that a Subscription start or end request was submitted to the utility, as entered in the REC Annual Report. The amount of the draw on Seller’s Performance Assurance will be calculated as the sum of the following: (i) the difference between (a) the Community Solar Anchor Payment allocable to that Delivery Year and (b) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year, if (a) exceeds (b); and (ii) the difference between (x) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (y) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (x) exceeds (y).29 (Provided, that the draw on Seller’s Performance Assurance will simply equal the total payment allocable to that Delivery Year if the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year is less than fifty percent (50%); but if this deficiency is due to the loss of an Anchor Tenant in the Delivery Year or a reduction in the percent of the Actual Nameplate Capacity being Subscribed by the Anchor Tenant, Seller shall have a specified period determined by the IPA from the end of the Delivery Year to cure the deficiency before such a draw is made.30 If the percent of Non-Anchor Nameplate Capacity that has been Subscribed by End Use Customers for that Delivery Year is at least fifty percent (50%) at the end of such cure period, the draw on Seller’s Performance Assurance will not be the total payment allocable to that Delivery Year, but instead shall be calculated as the sum of the following: (i) the difference between (aa) the Community Solar Anchor Payment allocable to that Delivery Year and (bb) the amount that would have been paid for the Anchor Tenant’s Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by Anchor Tenant in that Delivery Year; and (ii) the difference between (xx) the Community Solar Non-Anchor Payment allocable to that Delivery Year and (yy) the amount that would have been paid for the End Use Customers’ Subscription share for that Delivery Year given the percent of Actual Nameplate Capacity that has been Subscribed by End Use Customers in that Delivery Year, if (xx) exceeds (yy). For avoidance of doubt, (aa) shall be equal to (a) above, (bb) shall be equal to (b) above, (xx) shall be equal to (x) above, and (yy) shall be equal to (y) above. For purposes of this draw, the draw shall be delayed until after the conclusion of such cure period and the determination of the draw amount shall be communicated by the IPA to Buyer and Seller).31 This amount will be calculated in arrears for only the immediately preceding Delivery Year covered by the REC Annual Report. If the Designated System regains a Subscription percentage at or above their contracted amount in subsequent years, a drawdown under this Section 5.2(d) will not occur in those years; however, overperformance in a Delivery Year will not be banked or applied to past Delivery Years. Any draw for a Designated System in a Delivery Year calculated pursuant to this Section 5.2(d) shall be a Drawdown Payment, in addition to any Drawdown Payments calculated under Section 5.2(c)(iv) above. Notwithstanding the foregoing, the Drawdown Payment pursuant to Section 5.2(c)(iv), if applicable, shall be calculated and accounted first before the calculation pursuant to Section 5.2(d) is made, and the sum of the Drawdown Payments calculated pursuant to Section 5.2(c)(iv) and Section 5.2(d) shall not exceed the total payment allocable to that Delivery Year based on the Subscription information indicated in the Community Solar Quarterly Reports. Buyer shall include information on any Drawdown Payment amounts due pursuant to this Section 5.2(d) for a Delivery Year by written notice, which to the extent possible may be with the written notice specified in Section 5.2(c)(v)(a)(A) above for that Delivery Year. For avoidance of doubt, no Surplus RECs can be applied to a Drawdown Payment pursuant to Section 5.2(d). Designated Systems with Subscription levels (including only Subscription shares of the Anchor Tenant and End Use Customers) of at least ninety percent (90%) of the Actual Nameplate Capacity on a kW capacity basis for a Delivery Year will not be subject to a draw on Seller’s Performance Assurance for that Delivery Year on the basis of Subscription percentage. This calculation will only occur after the final Contract Price and quantity of RECs due payment are determined per Section 3.6(a)(i)(f) and will be based on that final Contract Price and quantity which is determined by the Community Solar Quarterly Reports submitted pursuant to Section 7.2. Notwithstanding any of the foregoing, if the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Report submitted pursuant to Section 7.2, then no draw shall occur pursuant to this Section 5.2(e) for such Delivery Year as long as the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is at least equal to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2. In the event, the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers has decreased for a Delivery Year and such decrease is no more than three percentage points (3% points) relative to the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, and the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers for the immediately following Delivery Year is less than the total combined percent of Actual Nameplate Capacity that has been Subscribed by the Anchor Tenant and by End Use Customers as provided in the Community Solar Quarterly Reports submitted pursuant to Section 7.2, then a draw shall be calculated for both Delivery Years consistent with the calculations laid out in Section 5.2(d) above.32 During the Delivery Term, Seller may determine that a Designated System is not performing at the level expected. In such case, Seller may submit a request to Buyer and the IPA to have the Delivery obligations of such Designated System reduced, and if the request is accepted by Buyer, such request shall be in exchange for the return by Seller to Buyer of any amounts that have been paid by Buyer for RECs from such Designated System that were scheduled to be Delivered, but will no longer be Delivered due to the reduced Delivery obligations based on a revised Contract Nameplate Capacity and/or revised Contract Capacity Factor. Such request shall include pertinent information related to the payment adjustment as well as requested changes to future Delivery Year Expected REC Quantity and Contract Nameplate Capacity and/or Contract Capacity Factor. Any such request shall be deemed approved upon ▇▇▇▇▇’s receipt of such agreed upon payment adjustment, and information regarding the receipt of and the calculation of the agreed upon payment adjustment shall be communicated to the IPA. Any such changes in the delivery schedule and amendments made to future Delivery Year Expected REC Quantities and the Contract Nameplate Capacity and/or Contract Capacity Factor shall be documented in an amended Schedule B to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller. In the event that: (i) Seller, after the date of Energization, has determined that a Designated System will not or no longer will be able to Deliver compliant RECs to Buyer for a reason that is not due to Force Majeure pursuant to Section 11.1 and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Deliver RECs from a Designated System during the Delivery Term for a period of twelve (12) months for a reason that is not due to Force Majeure pursuant to Section 11.1 and such failure was not remedied in accordance with the corrective action plan detailed pursuant to Section 7.3 to the satisfaction of the IPA in its reasonable discretion, the D: