Common use of Disputes on Invoices Clause in Contracts

Disputes on Invoices. If the invoice amount is in dispute and such dispute is unresolved within five (5) Business Days following the Invoice Due Date, then the undisputed amount will be paid on or before the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement. Buyer may, in good faith, dispute the correctness of any invoice within six (6) months after receipt of such invoice. Any invoice dispute must be in writing and state the basis for the dispute, which must be made in good faith. Subject to Section 9.5, a Party may withhold payment of the disputed amount until two (2) Business Days following the resolution of the dispute, and any amounts not paid when originally due and subsequently determined to be due and payable will bear interest at the Default Rate from the due date as originally invoiced. Any undisputed amounts not paid by the applicable due date are delinquent and will accrue interest at the Default Rate. Inadvertent overpayments will be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party. Any dispute with respect to an invoice is waived unless the disputing Party notifies the other Party in accordance with this Section 5.3 within six (6) months after the invoice is rendered. If final resolution of the dispute is not completed within sixty (60) days after notification of the dispute, the Parties shall be free to pursue any available legal or equitable remedy. Cost Recovery through Pass-Through Tariffs. As required under 20 ILCS 3855/1-75(c)(1)(L)(viii), nothing in this Agreement shall require Buyer (referred to as “the utility” under the aforementioned paragraph (viii)) to advance any payment or pay any amounts that exceed the actual amount of revenues anticipated to be collected by Buyer under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) inclusive of eligible funds collected in prior years and alternative compliance payments for use by Buyer (the "Available Funds"). Buyer’s payments for RECs in a given Delivery Year therefore shall not cause the sum of the cumulative payments to Seller and all Other Sellers under contracts executed pursuant to 20 ILCS 3855/1-75(c)(1), as well as all other applicable fees, charges, and administrative costs related to the purchase of RECs under 20 ILCS 3855/1-75(c)(1), to exceed the Available Funds for such Delivery Year as calculated under 20 ILCS 3855/1-75(c)(1)(E). For the purposes of this Agreement, the Available Funds under Section 1-75(c)(1)(E)’s rate impact limitations shall be calculated inclusive of any utility-held Alternative Compliance Payments authorized for procuring RECs by order of the Illinois Commerce Commission or any unspent revenues collected by the utility under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) that the utility is permitted to carry over across Delivery Years. For the avoidance of doubt, payment obligations for contracts executed pursuant to 20 ILCS 3855/1-75(c)(1) and associated expenses within a given Delivery Year exceeding the actual balance of collections made to date under Section 16-108(k) within that Delivery Year would not provide a valid basis for non-payment by Buyer, unless Buyer's compliance with such payment obligations would cause Buyer's cumulative payments for RECs in a given Delivery Year to exceed the amount of the Available Funds for that Delivery Year. Buyer is allowed to recover all costs and other amounts incurred under the Agreement from its customers pursuant to a pass-through tariff that is authorized by section 16-111.5(l) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(l)) and approved by the ICC. If, for whatever reason, Buyer is not allowed to or cannot recover such costs from its customers through its pass-through tariffs, then, notwithstanding anything to the contrary in the Agreement, the obligations of both Seller and Buyer, including Delivery of and payment for RECs, shall be suspended upon written notice from Buyer to Seller until Buyer provides written notice to Seller that Buyer is able to recover all of its costs under this Agreement through its pass-through tariff, whereupon the respective rights and obligations of the Parties under this Agreement shall resume as of the effective date indicated in such notice (pro-rated, as applicable, based on the duration of such suspension). During any such Suspension Period, Seller shall have no obligations to Buyer with respect to RECs from the Designated System(s) except for RECs that have already been paid. If the Suspension Period continues for more than three hundred sixty-five (365) consecutive days, then Seller may terminate this Agreement and if the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either Party as a result of any such termination. Taxes and Fees. Seller will be responsible for any taxes imposed on the creation, ownership, or transfer of Product under this Agreement up to and including the time and place of its Delivery. Buyer will be responsible for any taxes imposed on the receipt or ownership of Product at or after the time and place of its Delivery. Each Party will be responsible for the payment of any fees incurred by it in connection with any Transactions hereunder. Advance of Capital Invoicing and Payment. This section applies to Designated Systems that are in the EEC Category as indicated in Schedule A (and Schedule B, if applicable) to the Product Order. If a Designated System is under the Equity Eligible Contractor Category, Schedule A to the Product Order for such Designated System shall indicate the Advance of Capital amount requested by Seller in its ABP Part I Application. Such amount requested shall be subject to the approval of the IPA. If such Advance of Capital is approved by the IPA, the IPA shall provide to Buyer and Seller written notice of such approval and a revised Schedule A to the Product Order for such Designated System indicating the date of approval for the payment of the Advance of Capital by Buyer to Seller, and the amount approved by the IPA for disbursement. On or after the date of such written notice by the IPA, Seller shall render to Buyer an invoice by electronic mail for the Advance of Capital amount on or after the first (1st) day, but no later than the tenth (10th) day of any month after the date of such written notice. All invoices, timely submitted, under this Section 5.6 shall be payable and due on the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement; provided that Seller’s invoice for the Advance of Capital amount is accompanied by the IPA’s written notice approving the payment of such amount. For avoidance of doubt, the payment of such Advance of Capital amount may occur prior to the Energization of the Designated System; and in such case, the Advance of Capital amount is not included in the Annual Allowable Payment or Maximum Allowable Payment in any Quarterly Netting Statement until such Designated System is Energized. Notwithstanding the foregoing in Section 5.1 and Section 5.2, any invoice for the Advance of Capital shall be invoiced separately, and there is no requirement for such invoice to be accompanied by a Quarterly Netting Statement. Any invoice for the Advance of Capital amount with respect to a Designated System that is rendered after the date of Energization shall be processed based on the Quarterly Period in accordance with Section 5.1 and Section 5.2. Upon Energization, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System in accordance with Section 2.4(e) indicating the Advance of Capital amount previously approved by the IPA; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement. All payment calculations shall be subject to adjustments in accordance with the terms of this Agreement, including (without limitation) Section 2.6. An example of the Quarterly Netting Statement calculations is provided in Exhibit F-4-B. The Advance of Capital, if received by Seller, shall be deemed pre-payment for compliant RECs from the Designated System. As such, no further payment shall be made for compliant RECs Delivered in a Delivery Year from the Designated System until the number of RECs Delivered (excluding Surplus RECs accrued in such Delivery Year in accordance with Section 5.2) exceeds the number of RECs used for calculating the Advance of Capital; at which point, payment shall resume for each Delivered REC in accordance with Section 5.1 and Section 5.2. Any event that leads to a removal of such Designated System shall require Seller to return such amount to Buyer associated with compliant RECs that are not Delivered by Seller. For avoidance of doubt, if Seller fails to return such Advance of Capital (or portion thereof as applicable), Seller’s Performance Assurance will be drawn to apply to such repayment of Advance of Capital in accordance with Section 7.1(e). REPORTING REQUIREMENTS Bi-Annual System Status Report Applicable to All Designated Systems Greater than 25KW That Are Not Yet Energized. For each Designated System that is not yet Energized and where the Proposed Nameplate Capacity is greater than 25 kW, Seller shall provide to Buyer and the IPA a Bi-Annual System Status Report substantially in the form of Exhibit C-1 bi-annually starting six (6) months from the Trade Date of the applicable Product Order that includes the Designated System.

Disputes on Invoices. If Notwithstanding the provisions in Section 5.2(a), eachIf the invoice amount is in dispute and such dispute is unresolved within five (5) Business Days following the Invoice Due Date, then the undisputed amount will be paid on or before the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreementrendered. Buyer Each Party may, in good faith, dispute the correctness of any invoice issued by the other Party under this Article 5 within six (66twelve (12) months after receipt of such invoice. Any invoice such dispute must be in writing and state the basis for the dispute, which must be made in good faith. Subject to Section 9.5, a Party may withhold payment of the disputed amount until two (2) Business Days following the resolution of the dispute, and any amounts not paid when originally due and subsequently determined to be due and payable will shallwill bear interest at the Default Rate from the due date as originally invoiced. Any undisputed amounts not paid by the applicable due date are delinquent and will accrue interest at the Default Rate. Inadvertent overpayments will be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party. Any dispute with respect to an invoice is waived unless the disputing Party notifies the other Party in accordance with this Section 5.3 within six (66twelve (12) months after the invoice is rendered. If final resolution of the dispute is not completed within sixty (60) days after notification of the dispute, the Parties shall be free to pursue any available legal or equitable remedy. Cost Recovery through Pass-Through Tariffs. As required under 20 ILCS 3855/1-75(c)(1)(L)(viii), nothing Except as provided in this Agreement shall require Section 5.3, in no event will Buyer (referred to as “the utility” under the aforementioned paragraph (viii)) to advance any payment or pay any amounts that exceed the actual amount of revenues anticipated to be collected by Buyer under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) inclusive of eligible funds collected in prior years and alternative compliance payments for use by Buyer (the "Available Funds"). Buyer’s payments for RECs in a given Delivery Year therefore shall not cause the sum of the cumulative payments liable whatsoever to Seller and all Other Sellers under contracts executed pursuant to 20 ILCS 3855/1-75(c)(1), as well as all other applicable fees, charges, and administrative costs related to the purchase for any payments of RECs under 20 ILCS 3855/1-75(c)(1), to exceed the Available Funds for such Delivery Year as calculated under 20 ILCS 3855/1-75(c)(1)(E). For the purposes of this Agreement, the Available Funds under Section 1-75(c)(1)(E)’s rate impact limitations shall be calculated inclusive of any utility-held Alternative Compliance Payments authorized for procuring RECs by order of the Illinois Commerce Commission or any unspent revenues collected by the utility under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) that the utility is permitted to carry over across Delivery Years. For the avoidance of doubt, payment obligations for contracts executed pursuant to 20 ILCS 3855/1-75(c)(1) and associated expenses within a given Delivery Year exceeding the actual balance of collections made to date under Section 16-108(k) within that Delivery Year would not provide a valid basis for non-payment by Buyer, unless Buyer's compliance with such payment obligations would cause Buyer's cumulative payments for RECs in a given Delivery Year to exceed the amount of the Available Funds for that Delivery Year. Buyer is allowed to recover all costs and other amounts incurred under the Agreement from its customers pursuant to a pass-through tariff that is authorized by section 16-111.5(l) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(l)) and approved by the ICC. If, for whatever reason, Buyer is not allowed to or cannot recover such costs from its customers through its pass-through tariffs, then, notwithstanding anything to the contrary in the Agreement, the obligations of both Seller and Buyer, including Delivery of and payment for RECs, shall be suspended upon written notice from Buyer to Seller until Buyer provides written notice to Seller that Buyer is able to recover all of its costs under this Agreement through its pass-through tariff, whereupon the respective rights and obligations of the Parties under this Agreement shall resume as of the effective date indicated in such notice (pro-rated, as applicable, based on the duration of such suspension). During any such Suspension Period, Seller shall have no obligations to Buyer with respect to RECs from the Designated System(s) except for RECs that have already been paid. If the Suspension Period continues for invoices issued more than three hundred sixty-five (365) consecutive days, then Seller may terminate this Agreement and if the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either Party as a result of any such termination. Taxes and Fees. Seller will be responsible for any taxes imposed on the creation, ownership, or transfer of Product under this Agreement up to and including the time and place of its Delivery. Buyer will be responsible for any taxes imposed on the receipt or ownership of Product at or after the time and place of its Delivery. Each Party will be responsible for the payment of any fees incurred by it in connection with any Transactions hereunder. Advance of Capital Invoicing and Payment. This section applies to Designated Systems that are in the EEC Category as indicated in Schedule A (and Schedule B, if applicable) to the Product Order. If a Designated System is under the Equity Eligible Contractor Category, Schedule A to the Product Order for such Designated System shall indicate the Advance of Capital amount requested by Seller in its ABP Part I Application. Such amount requested shall be subject to the approval of the IPA. If such Advance of Capital is approved by the IPA, the IPA shall provide to Buyer and Seller written notice of such approval and a revised Schedule A to the Product Order for such Designated System indicating the date of approval for the payment of the Advance of Capital by Buyer to Seller, and the amount approved by the IPA for disbursement. On or after the date of such written notice by the IPA, Seller shall render to Buyer an invoice by electronic mail for the Advance of Capital amount on or after the first (1st) day, but no later than the tenth (10th) day of any month after the date of such written notice. All invoices, timely submitted, under this Section 5.6 shall be payable and due on the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement; provided that Seller’s invoice for the Advance of Capital amount is accompanied by the IPA’s written notice approving the payment of such amount. For avoidance of doubt, the payment of such Advance of Capital amount may occur prior to the Energization of the Designated System; and in such case, the Advance of Capital amount is not included in the Annual Allowable Payment or Maximum Allowable Payment in any Quarterly Netting Statement until such Designated System is Energized. Notwithstanding the foregoing in Section 5.1 and Section 5.2, any invoice for the Advance of Capital shall be invoiced separately, and there is no requirement for such invoice to be accompanied by a Quarterly Netting Statement. Any invoice for the Advance of Capital amount with respect to a Designated System that is rendered after the date of Energization shall be processed based on the Quarterly Period in accordance with Section 5.1 and Section 5.2. Upon Energization, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System in accordance with Section 2.4(e) indicating the Advance of Capital amount previously approved by the IPA; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement. All payment calculations shall be subject to adjustments in accordance with the terms of this Agreement, including (without limitation) Section 2.6. An example of the Quarterly Netting Statement calculations is provided in Exhibit F-4-B. The Advance of Capital, if received by Seller, shall be deemed pre-payment for compliant RECs from the Designated System. As such, no further payment shall be made for compliant RECs Delivered in a Delivery Year from the Designated System until the number of RECs Delivered (excluding Surplus RECs accrued in such Delivery Year in accordance with Section 5.2) exceeds the number of RECs used for calculating the Advance of Capital; at which point, payment shall resume for each Delivered REC in accordance with Section 5.1 and Section 5.2. Any event that leads to a removal of such Designated System shall require Seller to return such amount to Buyer associated with compliant RECs that are not Delivered by Seller. For avoidance of doubt, if Seller fails to return such Advance of Capital (or portion thereof as applicable), Seller’s Performance Assurance will be drawn to apply to such repayment of Advance of Capital in accordance with Section 7.1(e). REPORTING REQUIREMENTS Bi-Annual System Status Report Applicable to All Designated Systems Greater than 25KW That Are Not Yet Energized. For each Designated System that is not yet Energized and where the Proposed Nameplate Capacity is greater than 25 kW, Seller shall provide to Buyer and the IPA a Bi-Annual System Status Report substantially in the form of Exhibit C-1 bi-annually starting six (6) months from after the Trade Date end of the applicable Product Order that includes the Designated SystemTerm of this Agreement.

Disputes on Invoices. If the invoice amount is in dispute and such dispute is unresolved within five (5) Business Days following the Invoice Due Date, then the undisputed amount will be paid on or before the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement. Buyer may, in good faith, dispute the correctness of any invoice within six (6) months after receipt of such invoice. Any invoice dispute must be in writing and state the basis for the dispute, which must be made in good faith. Subject to Section 9.5, a Party may withhold payment of the disputed amount until two (2) Business Days following the resolution of the dispute, and any amounts not paid when originally due and subsequently determined to be due and payable will bear interest at the Default Rate from the due date as originally invoiced. Any undisputed amounts not paid by the applicable due date are delinquent and will accrue interest at the Default Rate. Inadvertent overpayments will be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party. Any dispute with respect to an invoice is waived unless the disputing Party notifies the other Party in accordance with this Section 5.3 within six (6) months after the invoice is rendered. If final resolution of the dispute is not completed within sixty (60) days after notification of the dispute, the Parties shall be free to pursue any available legal or equitable remedy. Cost Recovery through Pass-Through Tariffs. As required under 20 ILCS 3855/1-75(c)(1)(L)(viii), nothing in this Agreement shall require Buyer (referred to as “the utility” under the aforementioned paragraph (viii)) to advance any payment or pay any amounts that exceed the actual amount of revenues anticipated to be collected by Buyer under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) inclusive of eligible funds collected in prior years and alternative compliance payments for use by Buyer (the "Available Funds"). Buyer’s payments for RECs in a given Delivery Year therefore shall not cause the sum of the cumulative payments to Seller and all Other Sellers under contracts executed pursuant to 20 ILCS 3855/1-75(c)(1), as well as all other applicable fees, charges, and administrative costs related to the purchase of RECs under 20 ILCS 3855/1-75(c)(1), to exceed the Available Funds for such Delivery Year as calculated under 20 ILCS 3855/1-75(c)(1)(E). For the purposes of this Agreement, the Available Funds under Section 1-75(c)(1)(E)’s rate impact limitations shall be calculated inclusive of any utility-held Alternative Compliance Payments authorized for procuring RECs by order of the Illinois Commerce Commission or any unspent revenues collected by the utility under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) that the utility is permitted to carry over across Delivery Years. For the avoidance of doubt, payment obligations for contracts executed pursuant to 20 ILCS 3855/1-75(c)(1) and associated expenses within a given Delivery Year exceeding the actual balance of collections made to date under Section 16-108(k) within that Delivery Year would not provide a valid basis for non-payment by Buyer, unless Buyer's compliance with such payment obligations would cause Buyer's cumulative payments for RECs in a given Delivery Year to exceed the amount of the Available Funds for that Delivery Year. Buyer is allowed to recover all costs and other amounts incurred under the Agreement from its customers pursuant to a pass-through tariff that is authorized by section 16-111.5(l) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(l)) and approved by the ICC. If, for whatever reason, Buyer is not allowed to or cannot recover such costs from its customers through its pass-through tariffs, then, notwithstanding anything to the contrary in the Agreement, the obligations of both Seller and Buyer, including Delivery of and payment for RECs, shall be suspended upon written notice from Buyer to Seller until Buyer provides written notice to Seller that Buyer is able to recover all of its costs under this Agreement through its pass-through tariff, whereupon the respective rights and obligations of the Parties under this Agreement shall resume as of the effective date indicated in such notice (pro-rated, as applicable, based on the duration of such suspension). During any such Suspension Period, Seller shall have no obligations to Buyer with respect to RECs from the Designated System(s) except for RECs that have already been paid. If the Suspension Period continues for more than three hundred sixty-five (365) consecutive days, then Seller may terminate this Agreement and if the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either Party as a result of any such termination. Taxes and Fees. Seller will be responsible for any taxes imposed on the creation, ownership, or transfer of Product under this Agreement up to and including the time and place of its Delivery. Buyer will be responsible for any taxes imposed on the receipt or ownership of Product at or after the time and place of its Delivery. Each Party will be responsible for the payment of any fees incurred by it in connection with any Transactions hereunder. Advance of Capital Invoicing and Payment. This section applies to Designated Systems that are in the EEC Category as indicated in Schedule A (and Schedule B, if applicable) to the Product Order. If a Designated System is under the Equity Eligible Contractor Category, Schedule A to the Product Order for such Designated System shall indicate the Advance of Capital amount requested by Seller in its ABP Part I Application. Such amount requested shall be subject to the approval of the IPA. If such Advance of Capital is approved by the IPA, the IPA shall provide to Buyer and Seller written notice of such approval and a revised Schedule A to the Product Order for such Designated System indicating the date of approval for the payment of the Advance of Capital by Buyer to Seller, and the amount approved by the IPA for disbursement. On or after the date of such written notice by the IPA, Seller shall render to Buyer an invoice by electronic mail for the Advance of Capital amount on or after the first (1st) day, but no later than the tenth (10th) day of any month after the date of such written notice. All invoices, timely submitted, under this Section 5.6 shall be payable and due on the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement; provided that Seller’s invoice for the Advance of Capital amount is accompanied by the IPA’s written notice approving the payment of such amount. For avoidance of doubt, the payment of such Advance of Capital amount may occur prior to the Energization of the Designated System; and in such case, the Advance of Capital amount is not included in the Annual Allowable Payment or Maximum Allowable Payment in any Quarterly Netting Statement until such Designated System is Energized. Notwithstanding the foregoing in Section 5.1 and Section 5.2, any invoice for the Advance of Capital shall be invoiced separately, and there is no requirement for such invoice to be accompanied by a Quarterly Netting Statement. Any invoice for the Advance of Capital amount with respect to a Designated System that is rendered after the date of Energization shall be processed based on the Quarterly Period in accordance with Section 5.1 and Section 5.2. Upon Energization, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System in accordance with Section 2.4(e) indicating the Advance of Capital amount previously approved by the IPA; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement. All payment calculations shall be subject to adjustments in accordance with the terms of this Agreement, including (without limitation) Section 2.6. An example of the Quarterly Netting Statement calculations is provided in Exhibit F-4-B. The Advance of Capital, if received by Seller, shall be deemed pre-payment for compliant RECs from the Designated System. As such, no further payment shall be made for compliant RECs Delivered in a Delivery Year from the Designated System until the number of RECs Delivered (excluding Surplus RECs accrued in such Delivery Year in accordance with Section 5.2) exceeds the number of RECs used for calculating the Advance of Capital; at which point, payment shall resume for each Delivered REC in accordance with Section 5.1 and Section 5.2. Any event that leads to a removal of such Designated System shall require Seller to return such amount to Buyer associated with compliant RECs that are not Delivered by Seller. For avoidance of doubt, if Seller fails to return such Advance of Capital (or portion thereof as applicable), Seller’s Performance Assurance will be drawn to apply to such repayment of Advance of Capital in accordance with Section 7.1(e). REPORTING REQUIREMENTS Bi-Annual System Status Report Applicable to All Designated Systems Greater than 25KW That Are Not Yet Energized. For each Designated System that is not yet Energized and where the Proposed Nameplate Capacity is greater than 25 kW, Seller shall provide to Buyer and the IPA a Bi-Annual System Status Report substantially in the form of Exhibit C-1 bi-annually starting six (6) months from the Trade Date of the applicable Product Order that includes the Designated System.

Disputes on Invoices. If the invoice amount is in dispute and such dispute is unresolved within five (5) Business Days following the Invoice Due Date, then the undisputed amount will be paid on or before the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement. Buyer may, in good faith, dispute the correctness of any invoice within six (6) months after receipt of such invoice. Any invoice dispute must be in writing and state the basis for the dispute, which must be made in good faith. Subject to Section 9.5, a Party may withhold payment of the disputed amount until two (2) Business Days following the resolution of the dispute, and any amounts not 30 NTD: IPA Act Section 1-75(c)(1)(L)(iv): “…the renewable energy credit delivery contract length shall be 20 years and shall be paid over the delivery term, not to exceed during each delivery year the contract price multiplied by the estimated annual renewable energy credit generation amount.” Commented [SD8]: Here the contract defines non-Ineligible RECs’ eligibility for payment based on whether cumulative payment in the DY has reached Annual Allowable Payment (as defined in Section 1.8). That’s a little different w.r.t. the definition of Surplus RECs in Section 1.87 and 4.2(c), and the statutory excerpt in footnote 9 (formerly footnote 8 before my edit). In those other provisions, Surplus RECs are defined as Deliveries of RECs in a DY that exceed the Delivery Year Expected REC Quantity. Actual cumulative payments will be net of deduction for Ineligible RECs, so using the methodology in this first sentence of this paragraph, superficially it looks like RECs that represent cumulative Deliveries in excess of the DYERQ could actually get paid for (because not all cumulative Deliveries have been paid for). There is a mechanical approach that could reconcile this potential discrepancy. That is as follows: in a given Quarterly Period, what superficially seem to be Surplus (and non- Ineligible) RECs (i.e. they cumulatively exceed the DYERQ) can be paid for, if there is at least an equivalent amount of unpaid Ineligible RECs from prior QPs; we then recharacterize the present QP’s non-Ineligible Surplus RECs as non- Surplus RECs, and recharacterize the prior QP’s unpaid Ineligible RECs as Surplus RECs and Ineligible RECs. Why is thinking at this seemingly-absurd level of detail so important? RECs are not necessarily fungible, so each REC should be given appropriate contractual treatment. This is why I have suggested tracking RECs by serial number each quarter, in Sections 2.6(b) and 4.2(c). If that is considered too onerous, then the contractual tracking & disposition of RECs by serial number could alternatively be done following each DY. paid when originally due and subsequently determined to be due and payable will bear interest at the Default Rate from the due date as originally invoiced. Any undisputed amounts not paid by the applicable due date are delinquent and will accrue interest at the Default Rate. Inadvertent overpayments will be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party. Any dispute with respect to an invoice is waived unless the disputing Party notifies the other Party in accordance with this Section 5.3 within six (6) months after the invoice is rendered. If final resolution of the dispute is not completed within sixty (60) days after notification of the dispute, the Parties shall be free to pursue any available legal or equitable remedy. Cost Recovery through Pass-Through Tariffs. As required under 20 ILCS 3855/1-75(c)(1)(L)(viii), nothing in this Agreement shall require Buyer (referred to as “the utility” under the aforementioned paragraph (viii)) to advance any payment or pay any amounts that exceed the actual amount of revenues anticipated to be collected by Buyer under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) inclusive of eligible funds collected in prior years and alternative compliance payments for use by Buyer (the "Available Funds"). Buyer’s payments for RECs in a given Delivery Year therefore shall not cause the sum of the cumulative payments to Seller and all Other Sellers under contracts executed pursuant to 20 ILCS 3855/1-75(c)(1), as well as all other applicable fees, charges, and administrative costs related to the purchase of RECs under 20 ILCS 3855/1-75(c)(1), to exceed the Available Funds for such Delivery Year as calculated under 20 ILCS 3855/1-75(c)(1)(E). For the purposes of this Agreement, the Available Funds under Section 1-75(c)(1)(E)’s rate impact limitations shall be calculated inclusive of any utility-held Alternative Compliance Payments authorized for procuring RECs by order of the Illinois Commerce Commission or any unspent revenues collected by the utility under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) that the utility is permitted to carry over across Delivery Years. For the avoidance of doubt, payment obligations for contracts executed pursuant to 20 ILCS 3855/1-75(c)(1) and associated expenses within a given Delivery Year exceeding the actual balance of collections made to date under Section 16-108(k) within that Delivery Year would not provide a valid basis for non-payment by Buyer, unless Buyer's compliance with such payment obligations would cause Buyer's cumulative payments for RECs in a given Delivery Year to exceed the amount of the Available Funds for that Delivery Year. Buyer is allowed to recover all costs and other amounts incurred under the Agreement from its customers pursuant to a pass-through tariff that is authorized by section 16-111.5(l) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(l)) and approved by the ICC. If, for whatever reason, Buyer is not allowed to or cannot recover such costs from its customers through its pass-through tariffs, then, notwithstanding anything to the contrary in the Agreement, the obligations of both Seller and Buyer, including Delivery of and payment for RECs, shall be suspended upon written notice from Buyer to Seller until Buyer provides written notice to Seller that Buyer is able to recover all of its costs under this Agreement through its pass-through tariff, whereupon the respective rights and obligations of the Parties under this Agreement shall resume as of the effective date indicated in such notice (pro-rated, as applicable, based on the duration of such suspension). During any such Suspension Period, Seller shall have no obligations to Buyer with respect to RECs from the Designated System(s) except for RECs that have already been paid. If the Suspension Period continues for more than three hundred sixty-five (365) consecutive days, then Seller may terminate this Agreement and if the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either Party as a result of any such termination. Taxes and Fees. Seller will be responsible for any taxes imposed on the creation, ownership, or transfer of Product under this Agreement up to and including the time and place of its Delivery. Buyer will be responsible for any taxes imposed on the receipt or ownership of Product at or after the time and place of its Delivery. Each Party will be responsible for the payment of any fees incurred by it in connection with any Transactions hereunder. Advance of Capital Invoicing and Payment. This section applies to Designated Systems that are in the EEC Category as indicated in Schedule A (and Schedule B, if applicable) to the Product Order. If a Designated System is under the Equity Eligible Contractor Category, Schedule A to the Product Order for such Designated System shall indicate the Advance of Capital amount requested by Seller in its ABP Part I Application. Such amount requested shall be subject to the approval of the IPA. If such Advance of Capital is approved by the IPA, the IPA shall provide to Buyer and Seller written notice of such approval and a revised Schedule A to the Product Order for such Designated System indicating the date of approval for the payment of the Advance of Capital by Buyer to Seller, and the amount approved by the IPA for disbursement. On or after the date of such written notice by the IPA, Seller shall render to Buyer an invoice by electronic mail for the Advance of Capital amount on or after the first (1st) day, but no later than the tenth (10th) day of any month after the date of such written notice. All invoices, timely submitted, under this Section 5.6 shall be payable and due on the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement; provided that Seller’s invoice for the Advance of Capital amount is accompanied by the IPA’s written notice approving the payment of such amount. For avoidance of doubt, the payment of such Advance of Capital amount may occur prior to the Energization of the Designated System; and in such case, the Advance of Capital amount is not included in the Annual Allowable Payment or Maximum Allowable Payment in any Quarterly Netting Statement until such Designated System is Energized. Notwithstanding the foregoing in Section 5.1 and Section 5.2, any invoice for the Advance of Capital shall be invoiced separately, and there is no requirement for such invoice to be accompanied by a Quarterly Netting Statement. Any invoice for the Advance of Capital amount with respect to a Designated System that is rendered after the date of Energization shall be processed based on the Quarterly Period in accordance with Section 5.1 and Section 5.2. Upon Energization, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System in accordance with Section 2.4(e) indicating the Advance of Capital amount previously approved by the IPA; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement. All payment calculations shall be subject to adjustments in accordance with the terms of this Agreement, including (without limitation) Section 2.6. An example of the Quarterly Netting Statement calculations is provided in Exhibit F-4-B. The Advance of Capital, if received by Seller, shall be deemed pre-payment for compliant RECs from the Designated System. As such, no further payment shall be made for compliant RECs Delivered in a Delivery Year from the Designated System until the number of RECs Delivered (excluding Surplus RECs accrued in such Delivery Year in accordance with Section 5.2) exceeds the number of RECs used for calculating the Advance of Capital; at which point, payment shall resume for each Delivered REC in accordance with Section 5.1 and Section 5.2. Any event that leads to a removal of such Designated System shall require Seller to return such amount to Buyer associated with compliant RECs that are not Delivered by Seller. For avoidance of doubt, if Seller fails to return such Advance of Capital (or portion thereof as applicable), Seller’s Performance Assurance will be drawn to apply to such repayment of Advance of Capital in accordance with Section 7.1(e). REPORTING REQUIREMENTS Bi-Annual System Status Report Applicable to All Designated Systems Greater than 25KW That Are Not Yet Energized. For each Designated System that is not yet Energized and where the Proposed Nameplate Capacity is greater than 25 kW, Seller shall provide to Buyer and the IPA a Bi-Annual System Status Report substantially in the form of Exhibit C-1 bi-annually starting six (6) months from the Trade Date of the applicable Product Order that includes the Designated System.

Disputes on Invoices. If the invoice amount is in dispute and such dispute is unresolved within five (5) Business Days following the Invoice Due Date, then the undisputed amount will be paid on or before the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement. Buyer may, in good faith, dispute the correctness of any invoice within six (6) months after receipt of such invoice. Any invoice dispute must be in writing and state the basis for the dispute, which must be made in good faith. Subject to Section 9.5, a Party may withhold payment of the disputed amount until two (2) Business Days following the resolution of the dispute, and any amounts not paid when originally due and subsequently determined to be due and payable will bear interest at the Default Rate from the due date as originally invoiced. Any undisputed amounts not paid by the applicable due date are delinquent and will accrue 50 NTD: LTRRPP Section 6.6: “For systems up to 10 kW, “the renewable energy credit purchase price shall be paid in full by the contracting utilities at the time that the facility producing the renewable energy credits is interconnected at the distribution system level of the utility and energized” 51 NTD: LTRRPP Section 6.6: “For distributed generation systems greater than 10 kW and up to 2,000 kW and community renewable solar projects, “20 percent of the renewable energy credit purchase price shall be paid by the contracting utilities at the time that the facility producing the renewable energy credits is interconnected at the distribution system level of the utility and energized. The remaining portion shall be paid ratably over the subsequent 4-year period.” interest at the Default Rate. Inadvertent overpayments will be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party, with interest at the Default Rate from and including the date of such overpayment. Any dispute with respect to an invoice is waived unless the disputing Party notifies the other Party in accordance with this Section 5.3 within six (6) months after the invoice is rendered. If final resolution of the dispute is not completed within sixty (60) days after notification of the dispute, the Parties shall be free to pursue any available legal or equitable remedy. Cost Recovery through Pass-Through Tariffs. As required under 20 ILCS 3855/1-75(c)(1)(L)(viii), nothing in this Agreement shall require Buyer (referred to as “the utility” under the aforementioned paragraph (viii)) to advance any payment or pay any amounts that exceed the actual amount of revenues anticipated to be collected by Buyer under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) inclusive of eligible funds collected in prior years and alternative compliance payments for use by Buyer (the "Available Funds"). Buyer’s payments for RECs in a given Delivery Year therefore shall not cause the sum of the cumulative payments to Seller and all Other Sellers under contracts executed pursuant to 20 ILCS 3855/1-75(c)(1), as well as all other applicable fees, charges, and administrative costs related to the purchase of RECs under 20 ILCS 3855/1-75(c)(1), to exceed the Available Funds for such Delivery Year as calculated under 20 ILCS 3855/1-75(c)(1)(E). For the purposes of this Agreement, the Available Funds under Section 1-75(c)(1)(E)’s rate impact limitations shall be calculated inclusive of any utility-held Alternative Compliance Payments authorized for procuring RECs by order of the Illinois Commerce Commission or any unspent revenues collected by the utility under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) that the utility is permitted to carry over across Delivery Years. For the avoidance of doubt, payment obligations for contracts executed pursuant to 20 ILCS 3855/1-75(c)(1) and associated expenses within a given Delivery Year exceeding the actual balance of collections made to date under Section 16-108(k) within that Delivery Year would not provide a valid basis for non-payment by Buyer, unless Buyer's compliance with such payment obligations would cause Buyer's cumulative payments for RECs in a given Delivery Year to exceed the amount of the Available Funds for that Delivery Year. Buyer is allowed to recover all costs and other amounts incurred under the Agreement from its customers pursuant to a pass-through tariff that is authorized by section 16-111.5(l) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(l)) and approved by the ICC. If, for whatever reason, Buyer is not allowed to or cannot recover such costs from its customers through its pass-through tariffs, then, notwithstanding anything to the contrary in the Agreement, the obligations of both Seller and Buyer, including Delivery of and payment for RECs, shall be suspended upon written notice from Buyer to Seller until Buyer provides written notice to Seller that Buyer is able to recover all of its costs under this Agreement through its pass-through tariff, whereupon the respective rights and obligations of the Parties under this Agreement shall resume as of the effective date indicated in such notice (pro-rated, as applicable, based on the duration of such suspension). During any such Suspension Period, Seller shall have no obligations to Buyer with respect to RECs from the Designated System(s) except for RECs that have already been paid. If the Suspension Period continues for more than three hundred sixty-five (365) consecutive days, then Seller may terminate this Agreement and if the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either Party as a result of any such termination. Taxes and Fees. Seller will be responsible for any taxes imposed on the creation, ownership, or transfer of Product under this Agreement up to and including the time and place of its Delivery. Buyer will be responsible for any taxes imposed on the receipt or ownership of Product at or after the time and place of its Delivery. Each Party will be responsible for the payment of any fees incurred by it in connection with any Transactions hereunder. Advance of Capital Invoicing and Payment. This section applies to Designated Systems that are in the EEC Category as indicated in Schedule A (and Schedule B, if applicable) to the Product Order. If a Designated System is under the Equity Eligible Contractor Category, Schedule A to the Product Order for such Designated System shall indicate the Advance of Capital amount requested by Seller in its ABP Part I Application. Such amount requested shall be subject to the approval of the IPA. If such Advance of Capital is approved by the IPA, the IPA shall provide to Buyer and Seller written notice of such approval and a revised Schedule A to the Product Order for such Designated System indicating the date of approval for the payment of the Advance of Capital by Buyer to Seller, and the amount approved by the IPA for disbursement. On or after the date of such written notice by the IPA, Seller shall render to Buyer an invoice by electronic mail for the Advance of Capital amount on or after the first (1st) day, but no later than the tenth (10th) day of any month after the date of such written notice. All invoices, timely submitted, under this Section 5.6 shall be payable and due on the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement; provided that Seller’s invoice for the Advance of Capital amount is accompanied by the IPA’s written notice approving the payment of such amount. For avoidance of doubt, the payment of such Advance of Capital amount may occur prior to the Energization of the Designated System; and in such case, the Advance of Capital amount is not included in the Annual Allowable Payment or Maximum Allowable Payment in any Quarterly Netting Statement until such Designated System is Energized. Notwithstanding the foregoing in Section 5.1 and Section 5.2, any invoice for the Advance of Capital shall be invoiced separately, and there is no requirement for such invoice to be accompanied by a Quarterly Netting Statement. Any invoice for the Advance of Capital amount with respect to a Designated System that is rendered after the date of Energization shall be processed based on the Quarterly Period in accordance with Section 5.1 and Section 5.2. Upon Energization, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System in accordance with Section 2.4(e) indicating the Advance of Capital amount previously approved by the IPA; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement. All payment calculations shall be subject to adjustments in accordance with the terms of this Agreement, including (without limitation) Section 2.6. An example of the Quarterly Netting Statement calculations is provided in Exhibit F-4-B. The Advance of Capital, if received by Seller, shall be deemed pre-payment for compliant RECs from the Designated System. As such, no further payment shall be made for compliant RECs Delivered in a Delivery Year from the Designated System until the number of RECs Delivered (excluding Surplus RECs accrued in such Delivery Year in accordance with Section 5.2) exceeds the number of RECs used for calculating the Advance of Capital; at which point, payment shall resume for each Delivered REC in accordance with Section 5.1 and Section 5.2. Any event that leads to a removal of such Designated System shall require Seller to return such amount to Buyer associated with compliant RECs that are not Delivered by Seller. For avoidance of doubt, if Seller fails to return such Advance of Capital (or portion thereof as applicable), Seller’s Performance Assurance will be drawn to apply to such repayment of Advance of Capital in accordance with Section 7.1(e). REPORTING REQUIREMENTS Bi-Annual System Status Report Applicable to All Designated Systems Greater than 25KW That Are Not Yet Energized. For each Designated System that is not yet Energized and where the Proposed Nameplate Capacity is greater than 25 kW, Seller shall provide to Buyer and the IPA a Bi-Annual System Status Report substantially in the form of Exhibit C-1 bi-annually starting six (6) months from the Trade Date of the applicable Product Order that includes the Designated System.

Disputes on Invoices. If the invoice amount is in dispute and such dispute is unresolved within five (5) Business Days following the Invoice Due Date, then the undisputed amount will be paid on or before the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement. Buyer may, in good faith, dispute the correctness of any invoice within six (6) months after receipt of such invoice. Any invoice dispute must be in writing and state the basis for the dispute, which must be made in good faith. Subject to Section 9.5, a Party may withhold payment of the disputed amount until two (2) Business Days following the resolution of the dispute, and any amounts not 30 NTD: IPA Act Section 1-75(c)(1)(L)(iv): “…the renewable energy credit delivery contract length shall be 20 years and shall be paid over the delivery term, not to exceed during each delivery year the contract price multiplied by the estimated annual renewable energy credit generation amount.” defined as Deliveries of RECs in a DY that exceed the Delivery Year Expected REC Quantity. Actual cumulative payments will be net of deduction for Ineligible RECs, so using the methodology in this first sentence of this paragraph, superficially it looks like RECs that represent cumulative Deliveries in excess of the DYERQ could actually get paid for (because not all cumulative Deliveries have been paid for). There is a mechanical approach that could reconcile this potential discrepancy. That is as follows: in a given Quarterly Period, what superficially seem to be Surplus (and non- Ineligible) RECs (i.e. they cumulatively exceed the DYERQ) can be paid for, if there is at least an equivalent amount of unpaid Ineligible RECs from prior QPs; we then recharacterize the present QP’s non-Ineligible Surplus RECs as non- Surplus RECs, and recharacterize the prior QP’s unpaid Ineligible RECs as Surplus RECs and Ineligible RECs. Why is thinking at this seemingly-absurd level of detail so important? RECs are not necessarily fungible, so each REC should be given appropriate contractual treatment. This is why I have suggested tracking RECs by serial number each quarter, in Sections 2.6(b) and 4.2(c). If that is considered too onerous, then the contractual tracking & disposition of RECs by serial number could alternatively be done following each DY. paid when originally due and subsequently determined to be due and payable will bear interest at the Default Rate from the due date as originally invoiced. Any undisputed amounts not paid by the applicable due date are delinquent and will accrue interest at the Default Rate. Inadvertent overpayments will be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party. Any dispute with respect to an invoice is waived unless the disputing Party notifies the other Party in accordance with this Section 5.3 within six (6) months after the invoice is rendered. If final resolution of the dispute is not completed within sixty (60) days after notification of the dispute, the Parties shall be free to pursue any available legal or equitable remedy. Cost Recovery through Pass-Through Tariffs. As required under 20 ILCS 3855/1-75(c)(1)(L)(viii), nothing in this Agreement shall require Buyer (referred to as “the utility” under the aforementioned paragraph (viii)) to advance any payment or pay any amounts that exceed the actual amount of revenues anticipated to be collected by Buyer under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) inclusive of eligible funds collected in prior years and alternative compliance payments for use by Buyer (the "Available Funds"). Buyer’s payments for RECs in a given Delivery Year therefore shall not cause the sum of the cumulative payments to Seller and all Other Sellers under contracts executed pursuant to 20 ILCS 3855/1-75(c)(1), as well as all other applicable fees, charges, and administrative costs related to the purchase of RECs under 20 ILCS 3855/1-75(c)(1), to exceed the Available Funds for such Delivery Year as calculated under 20 ILCS 3855/1-75(c)(1)(E). For the purposes of this Agreement, the Available Funds under Section 1-75(c)(1)(E)’s rate impact limitations shall be calculated inclusive of any utility-held Alternative Compliance Payments authorized for procuring RECs by order of the Illinois Commerce Commission or any unspent revenues collected by the utility under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) that the utility is permitted to carry over across Delivery Years. For the avoidance of doubt, payment obligations for contracts executed pursuant to 20 ILCS 3855/1-75(c)(1) and associated expenses within a given Delivery Year exceeding the actual balance of collections made to date under Section 16-108(k) within that Delivery Year would not provide a valid basis for non-payment by Buyer, unless Buyer's compliance with such payment obligations would cause Buyer's cumulative payments for RECs in a given Delivery Year to exceed the amount of the Available Funds for that Delivery Year. Buyer is allowed to recover all costs and other amounts incurred under the Agreement from its customers pursuant to a pass-through tariff that is authorized by section 16-111.5(l) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(l)) and approved by the ICC. If, for whatever reason, Buyer is not allowed to or cannot recover such costs from its customers through its pass-through tariffs, then, notwithstanding anything to the contrary in the Agreement, the obligations of both Seller and Buyer, including Delivery of and payment for RECs, shall be suspended upon written notice from Buyer to Seller until Buyer provides written notice to Seller that Buyer is able to recover all of its costs under this Agreement through its pass-through tariff, whereupon the respective rights and obligations of the Parties under this Agreement shall resume as of the effective date indicated in such notice (pro-rated, as applicable, based on the duration of such suspension). During any such Suspension Period, Seller shall have no obligations to Buyer with respect to RECs from the Designated System(s) except for RECs that have already been paid. If the Suspension Period continues for more than three hundred sixty-five (365) consecutive days, then Seller may terminate this Agreement and if the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either Party as a result of any such termination. Taxes and Fees. Seller will be responsible for any taxes imposed on the creation, ownership, or transfer of Product under this Agreement up to and including the time and place of its Delivery. Buyer will be responsible for any taxes imposed on the receipt or ownership of Product at or after the time and place of its Delivery. Each Party will be responsible for the payment of any fees incurred by it in connection with any Transactions hereunder. Advance of Capital Invoicing and Payment. This section applies to Designated Systems that are in the EEC Category as indicated in Schedule A (and Schedule B, if applicable) to the Product Order. If a Designated System is under the Equity Eligible Contractor Category, Schedule A to the Product Order for such Designated System shall indicate the Advance of Capital amount requested by Seller in its ABP Part I Application. Such amount requested shall be subject to the approval of the IPA. If such Advance of Capital is approved by the IPA, the IPA shall provide to Buyer and Seller written notice of such approval and a revised Schedule A to the Product Order for such Designated System indicating the date of approval for the payment of the Advance of Capital by Buyer to Seller, and the amount approved by the IPA for disbursement. On or after the date of such written notice by the IPA, Seller shall render to Buyer an invoice by electronic mail for the Advance of Capital amount on or after the first (1st) day, but no later than the tenth (10th) day of any month after the date of such written notice. All invoices, timely submitted, under this Section 5.6 shall be payable and due on the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement; provided that Seller’s invoice for the Advance of Capital amount is accompanied by the IPA’s written notice approving the payment of such amount. For avoidance of doubt, the payment of such Advance of Capital amount may occur prior to the Energization of the Designated System; and in such case, the Advance of Capital amount is not included in the Annual Allowable Payment or Maximum Allowable Payment in any Quarterly Netting Statement until such Designated System is Energized. Notwithstanding the foregoing in Section 5.1 and Section 5.2, any invoice for the Advance of Capital shall be invoiced separately, and there is no requirement for such invoice to be accompanied by a Quarterly Netting Statement. Any invoice for the Advance of Capital amount with respect to a Designated System that is rendered after the date of Energization shall be processed based on the Quarterly Period in accordance with Section 5.1 and Section 5.2. Upon Energization, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System in accordance with Section 2.4(e) indicating the Advance of Capital amount previously approved by the IPA; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement. All payment calculations shall be subject to adjustments in accordance with the terms of this Agreement, including (without limitation) Section 2.6. An example of the Quarterly Netting Statement calculations is provided in Exhibit F-4-B. The Advance of Capital, if received by Seller, shall be deemed pre-payment for compliant RECs from the Designated System. As such, no further payment shall be made for compliant RECs Delivered in a Delivery Year from the Designated System until the number of RECs Delivered (excluding Surplus RECs accrued in such Delivery Year in accordance with Section 5.2) exceeds the number of RECs used for calculating the Advance of Capital; at which point, payment shall resume for each Delivered REC in accordance with Section 5.1 and Section 5.2. Any event that leads to a removal of such Designated System shall require Seller to return such amount to Buyer associated with compliant RECs that are not Delivered by Seller. For avoidance of doubt, if Seller fails to return such Advance of Capital (or portion thereof as applicable), Seller’s Performance Assurance will be drawn to apply to such repayment of Advance of Capital in accordance with Section 7.1(e). REPORTING REQUIREMENTS Bi-Annual System Status Report Applicable to All Designated Systems Greater than 25KW That Are Not Yet Energized. For each Designated System that is not yet Energized and where the Proposed Nameplate Capacity is greater than 25 kW, Seller shall provide to Buyer and the IPA a Bi-Annual System Status Report substantially in the form of Exhibit C-1 bi-annually starting six (6) months from the Trade Date of the applicable Product Order that includes the Designated System.

Disputes on Invoices. If Notwithstanding the invoice amount is provisions in dispute and such dispute is unresolved within five (5) Business Days following the Invoice Due DateSection 6.2(a), then the undisputed amount will be paid on or before the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement. Buyer each Party may, in good faith, dispute the correctness of any invoice issued by the other Party under this Article 5 within six (6) months after receipt of such invoice. Any invoice such dispute must be in writing and state the basis for the dispute, which must be made in good faith. Subject to Section 9.510.5, a Party may withhold payment of the disputed amount until two (2) Business Days following the resolution of the dispute, and any amounts not paid when originally due and subsequently determined to be due and payable will shall bear interest at the Default Rate from the due date as originally invoiced. Any undisputed amounts not paid by the applicable due date are delinquent and will accrue interest at the Default Rate. Inadvertent overpayments will be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party. Any dispute with respect to an invoice is waived unless the disputing Party notifies the other Party in accordance with this Section 5.3 6.3 within six (6) months after the invoice is rendered. If final resolution of the dispute is not completed within sixty (60) days after notification of the dispute, the Parties shall be free to pursue any available legal or equitable remedy. Except as provided in this Section 6.3, in no event will Buyer be liable whatsoever to Seller for any payments of invoices issued more than six (6) months after the end of the Term of this Agreement. Cost Recovery through Pass-Through Tariffs. As required under 20 ILCS 3855/1-75(c)(1)(L)(viii), nothing Nothing in this Agreement shall require Buyer (referred to as “the utility” under the aforementioned paragraph (viii)) to advance any payment or pay any amounts that exceed the actual amount of revenues anticipated to be collected by Buyer under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency IPA Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) inclusive of eligible funds collected in prior years and alternative compliance payments for use by Buyer (the "Available Funds"). Buyer’s payments for RECs in a given Delivery Year therefore shall not cause the sum of the cumulative payments to Seller and all Other Sellers other sellers under contracts executed pursuant to 20 ILCS 3855/1-75(c)(1), as well as all other applicable fees, charges, and administrative costs related to the purchase of RECs under 20 ILCS 3855/1-75(c)(1), to exceed the Available Funds for such Delivery Year as calculated under 20 ILCS 3855/1-75(c)(1)(E). For the purposes of this Agreement, the Available Funds under Section 1-75(c)(1)(E)’s rate impact limitations shall be calculated inclusive of any utility-held Alternative Compliance Payments authorized for procuring RECs by order of the Illinois Commerce Commission or any unspent revenues collected by the utility under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency IPA Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) that the utility is permitted to carry over across Delivery Years. For the avoidance of doubt, payment obligations for contracts executed pursuant to 20 ILCS 3855/1-75(c)(1) and associated expenses within a given Delivery Year exceeding the actual balance of collections made to date under Section 16-108(k) within that Delivery Year would not provide a valid basis for non-payment by Buyer, unless Buyer's compliance with such payment obligations would cause Buyer's cumulative payments for RECs in associated with a given Delivery Year to exceed the amount of the Available Funds for that Delivery Year. Buyer is allowed to recover all costs and other amounts incurred under the Agreement from its customers pursuant to a pass-through tariff that is authorized by section Section 16-111.5(l) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(l)) and approved by the ICC. If, for whatever reason, Buyer is not allowed to or cannot recover such costs from its customers through its pass-through tariffstariffs for the payment of RECs Delivered for a Delivery Year, then, Buyer shall provide written notice to Seller of such occurrence and notwithstanding anything to the contrary in the Agreement, Buyer shall not be required to advance payment to Seller for RECs Delivered for the obligations remainder of both the Delivery Year and Buyer shall return to Seller within ninety (90) days of the conclusion of such Delivery Year any unpaid RECs that are associated with a Vintage within such Delivery Year. Any RECs that are returned to Seller pursuant to the foregoing shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion. For avoidance of doubt, the foregoing does not excuse Seller’s obligation to pay Buyer and to Deliver RECs to Buyer if payment is due Buyer, including Delivery of and . Any payment for RECs, shall be suspended upon written notice from Buyer to Seller until Buyer provides written notice to Seller that Buyer is able to recover all of its costs under this Agreement through its pass-through tariff, whereupon the respective rights and obligations of the Parties under this Agreement shall resume as of the effective date indicated in such notice (pro-rated, as applicable, based on the duration of such suspension). During any such Suspension Period, Seller shall have no obligations to Buyer with respect to RECs from the Designated System(s) except for RECs that have already been paid. If the Suspension Period continues for more than three hundred sixty-five (365) consecutive days, then Seller may terminate this Agreement and if the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then a Delivery Year due Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or netted against unpaid RECs for such Delivery Year for which RECs have not been returned to either Party as a result of any such terminationSeller. Taxes and Fees. Seller will be responsible for any taxes imposed on the creation, ownership, or transfer of Product under this Agreement up to and including the time and place of its Delivery. Buyer will be responsible for any taxes imposed on the receipt or ownership of Product at or after the time and place of its Delivery. Each Party will be responsible for the payment of any fees incurred by it in connection with any Transactions this Transaction hereunder. Advance REPORTING REQUIREMENTS Monthly Generation Report Seller shall, on a monthly basis, provide to Buyer and the IPA (i) hourly MWh generation data applicable to the Project and (ii) hourly real time locational marginal prices at the applicable hub indicated in the Product Order (either PJM-NIHUB or MISO-IL) for each calendar month of Capital Invoicing the Acceptable Vintage Period within five (5) Business Days after the conclusion of such Vintage month. This information provided shall be rounded to the sixth (6th) decimal place and Paymentshall be provided in Microsoft Excel format. The information provided will be considered final and will not be subject to reconciliation once it is verified for use for calculating the REC Monthly Price by the IPA. For purposes of verification, Buyer and the IPA shall be granted read-only access of information for the Project by Seller within PJM Power Meter system or MISO Market Portal as applicable; such data shall be treated and maintained as confidential and proprietary by the IPA and Buyer. Prevailing Wage Act Requirements This section applies to Designated Systems Projects that are in subject to the EEC Category requirements of the Prevailing Wage Act as indicated in Schedule A (and Schedule B, if applicable) to the Product Order. If a Designated System is Seller, including its contractors and subcontractors, rendering services under this Agreement must comply with the Equity Eligible Contractor Categoryrequirements of the Prevailing Wage Act, Schedule A including but not limited to, all wage requirements and notice and record keeping duties. The Prevailing Wage Act requires Seller, including its contractors and subcontractors, to pay laborers, mechanics and other workers employed in construction activities related to the Product Order Project an amount equal to or greater than the current “general prevailing rate of hourly wages”, as defined in Section 3 of the Prevailing Wage Act. The Parties acknowledge that the IPA has provided to the Parties the Illinois Department of Labor’s website address (xxxx://xxxxx.xxxxxxxx.xxx/) as a source of information for such Designated System the general prevailing rate of hourly wages. The Illinois Department of Labor regularly revises the general prevailing rate of hourly wages available on its website. Seller shall indicate provide to the Advance IPA documentation and verification demonstrating that all construction work performed by Seller, including its contractors and subcontractors, relating to construction, maintenance, repair, assembly, or disassembly work in relation to the Project has been performed by employees who received an amount equal to or greater than the “general prevailing rate of Capital amount requested by Seller hourly wages,” as defined in its ABP Part I ApplicationSection 3 of the Prevailing Wage Act. Such amount requested documentation and verification may include, but is not limited to, the certified transcripts of payroll required to be filed with the Illinois Department of Labor. Such documentation and verification must be provided to the IPA within the later of: five (5) Business Days of the Effective Date of this Agreement or within five (5) Business Days of the Date of First Operations of the Project. Seller is responsible and shall provide such documentation and verification throughout the Term of this Agreement to the IPA for any applicable work performed in a Delivery Year subsequent to Seller’s initial submission of documentation and verification, which shall be provided no later than July 15 following the end of such Delivery Year. Seller’s failure to provide such documentation or verification in a timely manner shall be deemed non-compliant with Section 3.2(f) and subject to the approval provisions in Section 3.2 for such non-compliance. Project Labor Agreements Requirements This section applies to Projects that are subject to the requirements of the Project Labor Agreements Act as indicated in the Product Order. As required by Section 1-75(c)(1)(Q)(2) of the IPA Act, the Project is built by General Contactors that have entered into a Project Labor Agreement prior to construction. That Project Labor Agreement shall be filed with the Director of the IPA, who shall determine whether the Project Labor Agreement meets the requirements of the IPA Act and the Project Labor Agreements Act. If The Project Labor Agreement shall provide the names, addresses, and occupations of the owner of the plant and the individuals representing the labor organization employees participating in the Project Labor Agreement consistent with the Project Labor Agreements Act. Unless instructed by the IPA otherwise, each Project Labor Agreement and any amendments thereto shall be filed with the Director of the IPA via email at the email address provided in Exhibit B within the later of: (a) thirty (30) days of the execution of such Advance Project Labor Agreement or amendment; or (b) thirty (30) days of Capital is approved the execution of this Agreement. Seller shall work constructively with the IPA to file such Project Labor Agreements in accordance with procedures established by the IPA, . It is the sole responsibility of Seller to understand the Project Labor Agreements requirement under Section 1-75(c)(1)(Q)(2) of the IPA shall provide to Buyer and Seller written notice of such approval and a revised Schedule A to the Product Order for such Designated System indicating the date of approval for the payment of the Advance of Capital by Buyer to Seller, Act and the amount approved by Project Labor Agreements Act and to ensure the IPA for disbursement. On or after the date of such written notice by the IPA, Seller shall render to Buyer an invoice by electronic mail for the Advance of Capital amount on or after the first (1st) day, but no later than the tenth (10th) day of any month after the date of such written notice. All invoices, timely submitted, under this Section 5.6 shall be payable and due on the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement; provided that Seller’s invoice for the Advance of Capital amount is accompanied by the IPA’s written notice approving the payment of such amountcompliance thereof. For avoidance of doubt, compliance with the payment of such Advance of Capital amount may occur prior to the Energization requirements of the Designated SystemProject Labor Agreements Act shall be the sole responsibility of Seller and not Buyer or the IPA; and in such case, Seller shall hold Buyer and the Advance IPA harmless of Capital amount any non-compliance thereof. CREDIT AND COLLATERAL REQUIREMENTS; PERFORMANCE ASSURANCE Performance Assurance. Seller’s Performance Assurance. Performance Assurance requirement is not included in the Annual Allowable Payment or Maximum Allowable Payment in any Quarterly Netting Statement until such Designated System is Energized. Notwithstanding the foregoing in Section 5.1 and Section 5.2, any invoice for the Advance of Capital shall be invoiced separately, and there is no requirement for such invoice to be accompanied by a Quarterly Netting Statement. Any invoice for the Advance of Capital amount applicable with respect to a Designated System that is rendered after the date of Energization shall be processed based on the Quarterly Period in accordance Seller, but not with Section 5.1 and Section 5.2respect to Buyer. Upon Energization, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System in accordance with Section 2.4(e) indicating the Advance of Capital amount previously approved by the IPA; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement. All payment calculations shall be subject to adjustments in accordance with the terms For purposes of this Agreement, including the Increased Collateral Requirement is applicable if the Delivery of one (without limitation1) Section 2.6. An example of the Quarterly Netting Statement calculations is provided in Exhibit F-4-B. The Advance of Capital, if received by Seller, shall be deemed pre-payment for compliant RECs from the Designated System. As such, no further payment shall be made for compliant RECs Delivered in a Delivery Year from the Designated System until the number of RECs Delivered (excluding Surplus RECs accrued in such Delivery Year in accordance with Section 5.2) exceeds the number of RECs used for calculating the Advance of Capital; at which point, payment shall resume for each Delivered REC in accordance with Section 5.1 and Section 5.2. Any event that leads to a removal of such Designated System shall require Seller to return such amount to Buyer associated with compliant RECs that are has not Delivered by Seller. For avoidance of doubt, if Seller fails to return such Advance of Capital (or portion thereof as applicable), Seller’s Performance Assurance will be drawn to apply to such repayment of Advance of Capital in accordance with Section 7.1(e). REPORTING REQUIREMENTS Bi-Annual System Status Report Applicable to All Designated Systems Greater than 25KW That Are Not Yet Energized. For each Designated System that is not yet Energized and where the Proposed Nameplate Capacity is greater than 25 kW, Seller shall provide to Buyer occurred and the IPA a Bi-Annual System Status Report substantially in deadline for the form Delivery of Exhibit C-1 bi-annually starting six one (61) months from the Trade Date of the applicable Product Order that includes the Designated SystemREC has been extended pursuant to 5.1(c).

Disputes on Invoices. If the invoice amount is in dispute and such dispute is unresolved within five (5) Business Days following the Invoice Due Date, then the undisputed amount will be paid on or before the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement. Buyer may, in good faith, dispute the correctness of any invoice within six (6) months after receipt of such invoice. Any invoice dispute must be in writing and state the basis for the dispute, which must be made in good faith. Subject to Section 9.510.5, a Party may withhold payment of the disputed amount until two (2) Business Days following the resolution of the dispute, and any amounts not paid when originally due and subsequently determined to be due and payable will bear interest at the Default Rate from the due date as originally invoiced. Any undisputed amounts not paid by the applicable due date are delinquent and will accrue interest at the Default Rate. Inadvertent overpayments will be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party. Any dispute with respect to an invoice is waived unless the disputing Party notifies the other Party in accordance with this Section 5.3 6.3 within six (6) months after the invoice is rendered. If final resolution of the dispute is not completed within sixty (60) days after notification of the dispute, the Parties shall be free to pursue any available legal or equitable remedy. Cost Recovery through Pass-Through Tariffs. As required under 20 ILCS 3855/1-75(c)(1)(L)(viii), nothing in this Agreement shall require Buyer (referred to as “the utility” under the aforementioned paragraph (viii)) to advance any payment or pay any amounts that exceed the actual amount of revenues anticipated to be collected by Buyer under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) inclusive of eligible funds collected in prior years and alternative compliance payments for use by Buyer (the "Available Funds"). Buyer’s payments for RECs in a given Delivery Year therefore shall not cause the sum of the cumulative payments to Seller and all Other Sellers under contracts executed pursuant to 20 ILCS 3855/1-75(c)(1), as well as all other applicable fees, charges, and administrative costs related to the purchase of RECs under 20 ILCS 3855/1-75(c)(1), to exceed the Available Funds for such Delivery Year as calculated under 20 ILCS 3855/1-75(c)(1)(E). For the purposes of this Agreement, the Available Funds under Section 1-75(c)(1)(E)’s rate impact limitations shall be calculated inclusive of any utility-held Alternative Compliance Payments authorized for procuring RECs by order of the Illinois Commerce Commission or any unspent revenues collected by the utility under paragraph (6) of subsection (c) of Section 1-75 of the Illinois Power Agency Act (20 ILCS 3855) and subsection (k) of Section 16-108 of the Public Utilities Act (220 ILCS 5) that the utility is permitted to carry over across Delivery Years. For the avoidance of doubt, payment obligations for contracts executed pursuant to 20 ILCS 3855/1-75(c)(1) and associated expenses within a given Delivery Year exceeding the actual balance of collections made to date under Section 16-108(k) within that Delivery Year would not provide a valid basis for non-payment by Buyer, unless Buyer's compliance with such payment obligations would cause Buyer's cumulative payments for RECs in a given Delivery Year to exceed the amount of the Available Funds for that Delivery Year. Buyer is allowed to recover all costs and other amounts incurred under the Agreement from its customers pursuant to a pass-through tariff that is authorized by section 16-111.5(l) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(l)) and approved by the ICC. If, for whatever reason, Buyer is not allowed to or cannot recover such costs from its customers through its pass-through tariffs, then, notwithstanding anything to the contrary in the Agreement, the obligations of both Seller and Buyer, including Delivery of and payment for RECs, shall be suspended upon written notice from Buyer to Seller until Buyer provides written notice to Seller that Buyer is able to recover all of its costs under this Agreement through its pass-through tariff, whereupon the respective rights and obligations of the Parties under this Agreement shall resume as of the effective date indicated in such notice (pro-rated, as applicable, based on the duration of such suspension). During any such Suspension Period, Seller shall have no obligations to Buyer with respect to RECs from the Designated System(s) except for RECs that have already been paid. If the Suspension Period continues for more than three hundred sixty-five (365) consecutive days, then Seller may terminate this Agreement and if the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either Party as a result of any such termination. Taxes and Fees. Seller will be responsible for any taxes imposed on the creation, ownership, or transfer of Product under this Agreement up to and including the time and place of its Delivery. Buyer will be responsible for any taxes imposed on the receipt or ownership of Product at or after the time and place of its Delivery. Each Party will be responsible for the payment of any fees incurred by it in connection with any Transactions hereunder. Advance of Capital Invoicing and Payment. This section applies to Designated Systems that are in the EEC Category as indicated in Schedule A (and Schedule B, if applicable) to the Product Order. If a Designated System is under the Equity Eligible Contractor Category, Schedule A to the Product Order for such Designated System shall indicate the Advance of Capital amount requested by Seller in its ABP Part I Application. Such amount requested shall be subject to the approval of the IPA. If such Advance of Capital is approved by the IPA, the IPA shall provide to Buyer and Seller written notice of such approval and a revised Schedule A to the Product Order for such Designated System indicating the date of approval for the payment of the Advance of Capital by Buyer to Seller, and the amount approved by the IPA for disbursement. On or after the date of such written notice by the IPA, Seller shall render to Buyer an invoice by electronic mail for the Advance of Capital amount on or after the first (1st) day, but no later than the tenth (10th) day of any month after the date of such written notice. All invoices, timely submitted, under this Section 5.6 shall be payable and due on the last Business Day of the month in which the invoice is rendered or the last Business Day of the following month if the payment is the first payment made under this Agreement; provided that Seller’s invoice for the Advance of Capital amount is accompanied by the IPA’s written notice approving the payment of such amount. For avoidance of doubt, the payment of such Advance of Capital amount may occur prior to the Energization of the Designated System; and in such case, the Advance of Capital amount is not included in the Annual Allowable Payment or Maximum Allowable Payment in any Quarterly Netting Statement until such Designated System is Energized. Notwithstanding the foregoing in Section 5.1 and Section 5.2, any invoice for the Advance of Capital shall be invoiced separately, and there is no requirement for such invoice to be accompanied by a Quarterly Netting Statement. Any invoice for the Advance of Capital amount with respect to a Designated System that is rendered after the date of Energization shall be processed based on the Quarterly Period in accordance with Section 5.1 and Section 5.2. Upon Energization, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System in accordance with Section 2.4(e) indicating the Advance of Capital amount previously approved by the IPA; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement. All payment calculations shall be subject to adjustments in accordance with the terms of this Agreement, including (without limitation) Section 2.6. An example of the Quarterly Netting Statement calculations is provided in Exhibit F-4-B. The Advance of Capital, if received by Seller, shall be deemed pre-payment for compliant RECs from the Designated System. As such, no further payment shall be made for compliant RECs Delivered in a Delivery Year from the Designated System until the number of RECs Delivered (excluding Surplus RECs accrued in such Delivery Year in accordance with Section 5.2) exceeds the number of RECs used for calculating the Advance of Capital; at which point, payment shall resume for each Delivered REC in accordance with Section 5.1 and Section 5.2. Any event that leads to a removal of such Designated System shall require Seller to return such amount to Buyer associated with compliant RECs that are not Delivered by Seller. For avoidance of doubt, if Seller fails to return such Advance of Capital (or portion thereof as applicable), Seller’s Performance Assurance will be drawn to apply to such repayment of Advance of Capital in accordance with Section 7.1(e). REPORTING REQUIREMENTS Bi-Annual System Status Report Applicable to All Designated Systems Greater than 25KW That Are Not Yet Energized. For each Designated System that is not yet Energized and where the Proposed Nameplate Capacity is greater than 25 kW, Seller shall provide to Buyer and the IPA a Bi-Annual System Status Report substantially in the form of Exhibit C-1 bi-annually starting six (6) months from the Trade Date of the applicable Product Order that includes the Designated System.