Solar Power Purchase Agreement

SOLAR POWER PURCHASE AGREEMENT

This Solar Power Purchase Agreement (the "Agreement") is entered into as of by and between Seller: , whose principal address is , and Purchaser: , whose principal address is .

RECITALS

WHEREAS, Seller owns or will construct, operate and maintain a solar photovoltaic generation facility identified as (the "Facility") at , with an expected net AC capacity of kilowatts.

WHEREAS, Purchaser desires to purchase and receive, and Seller desires to sell and deliver, the electric energy generated by the Facility on the terms and conditions set forth herein.

WHEREAS, the parties intend that environmental attributes, renewable energy credits, and other certificates associated with the energy produced by the Facility be allocated as provided in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Section and elsewhere in this Agreement. "Commercial Operation Date" means the date on which the Facility achieves commercial operation as evidenced by the completion of all commissioning tests and the date declared by Seller, subject to Purchaser's right to confirm, which date is: .

2. TERM

The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of years from the Commercial Operation Date, unless earlier terminated in accordance with this Agreement.

3. SALE AND PURCHASE

Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of the electric energy produced by the Facility and delivered to the Delivery Point. Energy shall be measured in kilowatt-hours ("kWh").

4. PURCHASE PRICE; PAYMENT

Purchaser shall pay Seller a purchase price of $ per kWh for all Delivered Energy, subject to adjustments described in this Agreement. Seller will invoice Purchaser monthly for Delivered Energy during the preceding billing cycle.

Purchaser shall remit payment within days after receipt of a proper invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. METERING AND DELIVERY

Metering equipment shall be installed and maintained in accordance with Good Utility Practice and shall be the basis for determining Delivered Energy. Responsibility for ownership, installation and maintenance of the meter is: Seller Purchaser

The Delivery Point shall be the point of interconnection designated by the parties and recorded in the Interconnection Schedule attached hereto.

6. INTERCONNECTION

Seller shall be responsible for constructing and maintaining interconnection facilities on the Facility side of the Delivery Point in accordance with the applicable interconnection agreement and Good Utility Practice. Purchaser shall cooperate in obtaining any third-party agreements reasonably required for interconnection.

7. ENVIRONMENTAL ATTRIBUTES

Unless otherwise provided herein, all environmental attributes, renewable energy credits, carbon credits, and similar items arising from the Facility's generation ("Attributes") shall be: Transferred to Purchaser Retained by Seller

8. TAXES, CHARGES, AND CREDITS

Except as otherwise required by law or this Agreement, Seller shall be responsible for taxes and fees attributable to the ownership or operation of the Facility, and Purchaser shall be responsible for taxes or utility charges based on Purchaser's billing or use of energy. Any government incentive, tax credit, or grant allocated to the Facility shall be addressed in the Payment Schedule.

9. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants that: (a) it has good and marketable title to the Facility or a valid right to sell the energy generated therefrom; (b) the Facility will be constructed, commissioned and operated in material compliance with all applicable laws; and (c) Seller holds all material permits necessary for operation of the Facility, except to the extent excused by Purchaser or force majeure.

Purchaser represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

10. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees (the "Indemnified Parties") from and against any and all third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) to the extent arising out of the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

11. LIMITATION OF LIABILITY

Except for liabilities arising from gross negligence, willful misconduct, fraud, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The total aggregate liability of either party for all claims under or in connection with this Agreement shall be limited to $.

12. INSURANCE

13. DEFAULT AND TERMINATION

A party shall be in default if it breaches any material obligation under this Agreement and fails to cure such breach within days after receipt of written notice. Upon a material uncured default, the non-defaulting party may terminate this Agreement in accordance with the remedial rights set forth herein.

14. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that Seller may assign to an affiliate or to a financing party without Purchaser's consent provided that the assignee assumes Seller's obligations hereunder.

15. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party the non-public business terms of this Agreement and any Confidential Information received from the other party, except as required by law, regulatory authorities, or pursuant to a valid order of a court of competent jurisdiction.

16. NOTICES

Seller Notice Recipient:

Purchaser Notice Recipient:

17. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

19. ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral.

20. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

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