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DocuSign Envelope ID:221D6B40-33AE-4186-BC60-E598F733ACF1 <br /> Exhibit A <br /> POWER <br /> w wCHASE AGREEMENT ("PPA") <br /> ww 4 <br /> shall be equal to for any given Contract Year, the amount set <br /> forth on Exhibit 4, Attachment A attached hereto. The Parties <br /> agree that actual damages to Seller in the event this Agreement <br /> terminates prior to the expiration of the Term as the result of a <br /> Default Event by Purchaser would be difficult to ascertain, and <br /> the applicable Termination Payment is a reasonable <br /> approximation of the damages suffered by Seller as a result of <br /> early termination of this Agreement. <br /> B. Seller. If Seller is the Defaulting Party and Purchaser terminates <br /> this Agreement, the Termination Payment to Purchaser shall be <br /> equal to the sum of(1) the net present value (using a discount <br /> rate of prime +2%) of the excess, if any, of the reasonably <br /> expected cost of electric energy from the Utility over the <br /> Contract Price for the reasonably expected production of the <br /> System for the remainder of the Initial Term or the then current <br /> Additional Term, as applicable; (2) all costs reasonably incurred <br /> by Purchaser in re-converting its electric supply to service from <br /> the Utility; (3) any removal costs incurred by Purchaser, and (4) <br /> any and all other amounts previously accrued under this <br /> Agreement and then owed by Seller to Purchaser. The <br /> Termination Payment shall not be less than zero. <br /> C. Obligations Following Termination. If a Non-Defaulting Party <br /> terminates this Agreement pursuant to this Section 13(bt then <br /> following such termination, Seller shall, at the sole cost and <br /> expense of the Defaulting Party, remove the equipment (except <br /> for mounting pads and support structures) constituting the <br /> System. The Non-Defaulting Party shall take all commercially <br /> reasonable efforts to mitigate its damages as the result of a <br /> Default Event. <br /> 14. Representations,Warranties and Covenants <br /> a. General Representations and Warranties. Each Party represents and warrants to the <br /> other the following as of the Effective Date: <br /> L Such Party is duly organized,validly existing,and in good standing under the laws <br /> of the jurisdiction of its formation; the execution, delivery and performance by <br /> such Party of this Agreement have been duly authorized by all necessary <br /> corporate, partnership or limited liability company action, as applicable, and do <br /> not and shall not violate any law; and this Agreement is valid obligation of such <br /> Party,enforceable against such Party in accordance with its terms(except as may <br /> be limited by applicable bankruptcy, insolvency, reorganization, moratorium and <br /> other similar laws now or hereafter in effect relating to creditors 'rights <br /> generally). <br /> Page 23 of 52 <br />