Financial Energy Agreement

FINANCIAL ENERGY AGREEMENT

This Financial Energy Agreement (the Agreement) is entered into as of Day: Month: Year: , by and between:

Parties

Recitals

WHEREAS, the Client intends to develop, install, or procure energy assets or services described herein (the Project); and WHEREAS, the Financier is willing to provide financing on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Definitions

Capitalized terms used in this Agreement shall have the meanings set forth in this Section or elsewhere in the Agreement. "Facility" means the financed energy equipment, systems and related interconnection and software. "Loan" means the financing obligation created by Section Principal and Disbursement. "Scheduled Payment" means the periodic payment required under the Repayment Terms.

Project Description

Financing Terms

Interest shall accrue on the outstanding principal balance at the stated rate, computed on a thirty/three sixty (30/360) basis unless otherwise set forth. Accrued interest shall be payable in accordance with the Repayment Terms below.

Disbursement of the principal amount shall occur upon satisfaction of the conditions precedent set forth in Schedule A (Conditions Precedent). Disbursements may be made in tranches as described in Schedule B and subject to drawdown approvals by the Financier.

Repayment Schedule

The Client shall make Scheduled Payments in accordance with the following repayment schedule. Unless otherwise agreed in writing, payments will be applied first to accrued interest, then to principal.

Security; Collateral; Remedies

As security for the Client's obligations under this Agreement, the Client grants the Financier a first-priority security interest in the Facility, all proceeds thereof, and any additional collateral described in a security agreement executed contemporaneously with this Agreement. Upon Event of Default, the Financier shall have all rights and remedies available at law or in equity, including foreclosure, acceleration, and appointment of a receiver.

Events of Default

Events of Default include failure to make any payment when due and failure to cure within the applicable grace period; breach of material representation or warranty; insolvency or commencement of bankruptcy proceedings; failure to maintain insurance required herein; and any material adverse change in the Client's ability to perform. On the occurrence of an Event of Default, the Financier may declare all outstanding amounts immediately due and payable and exercise its security remedies.

Taxes; Expenses; Insurance

The Client shall pay all taxes and assessments imposed on the Facility or resulting from its ownership or operation. The Client shall procure and maintain insurance covering the Facility in amounts and with insurers acceptable to the Financier, naming the Financier as loss payee or additional insured as required.

Billing; Payment Instructions; Late Fees

Payments not received within ten (10) days of the due date shall be subject to a late fee equal to of the overdue amount, plus interest at the default rate equal to the lesser of (a) per annum or (b) the maximum permitted by law.

Representations and Warranties

Each party represents that it is duly organized and has full power and authority to enter into and perform this Agreement, that this Agreement constitutes its legal, valid and binding obligation, and that execution and performance will not violate applicable law or other material agreements. The Client further represents that it has clear title to any collateral not already encumbered and has obtained all permits necessary for the Project.

Confidentiality

The parties shall maintain in confidence non-public business and technical information obtained in connection with this Agreement. Confidential information shall not include information that is public through no breach by the receiving party or that is required to be disclosed by law or competent authority, provided the disclosing party is given prompt notice.

Assignment; Change of Control

The Financier may assign its rights and obligations under this Agreement without Client consent. The Client shall not assign its material rights or obligations without the prior written consent of the Financier, which shall not be unreasonably withheld. Any change of control of the Client shall be subject to Financier approval.

Force Majeure

Neither party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, government action, labor disputes, shortages, or interruption of utilities. The affected party shall provide written notice and use commercially reasonable efforts to resume performance.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or electronic delivery with confirmation.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State identified below. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration or litigation as elected by the Financier; if arbitration is elected, it shall be conducted in the agreed forum under commercially reasonable procedures.

Miscellaneous

This Agreement, together with all exhibits and schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements. Amendments must be in writing and signed by both parties. If any provision is held invalid, the remainder shall remain in full force and effect.

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