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notify Seller of any matters of which it is aware pertaining to any damage to or loss of use of the System or that
<br /> could reasonably be expected to adversely affect the System.
<br /> d. No Alteration of Facility. Purchaser shall not make any alterations or repairs to the Facility which could adversely
<br /> affect the operation and maintenance of the System without Seller's prior written consent. If Purchaser wishes to
<br /> make such alterations or repairs, Purchaser shall give prior written notice to Seller, setting forth the work to be
<br /> undertaken (except for emergency repairs, for which notice may be given by telephone), and give Seller the
<br /> opportunity to advise Purchaser in making such alterations or repairs in a manner that avoids damage to the System,
<br /> but, notwithstanding any such advice, Purchaser shall be responsible for all damage to the System caused by
<br /> Purchaser or its contractors. To the extent that temporary disconnection or removal of the System is necessary to
<br /> perform such alterations or repairs, such work and any replacement of the System after completion of Purchaser's
<br /> alterations and repairs, shall be done by Seller or its contractors at Purchaser's cost. In addition,Purchaser shall pay
<br /> Seller an amount equal to the sum of(i)payments that Purchaser would have made to Seller hereunder for electric
<br /> energy that would have been produced by the System during such disconnection or removal;(ii)revenues that Seller
<br /> would have received with respect to the System under the any rebate program and any other assistance program with
<br /> respect to electric energy that would have been produced during such disconnection or removal;(iii)revenues from
<br /> Environmental Attributes that Seller would have received with respect to electric energy that would have been
<br /> produced by the System during such disconnection or removal; and (iv) Tax Credits that Seller(or, if Seller is a
<br /> pass-through entity for tax purposes,Seller's owners)would have received with respect to electric energy that would
<br /> have been produced by the System during such disconnection or removal. Determination of the amount of energy
<br /> that would have been produced during any disconnection or removal shall be in accordance with the procedures in
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<br /> Section 10(b). All of Purchaser's alterations and repairs will be done in a good and workmanlike manner and in
<br /> compliance with all applicable laws,codes and permits.
<br /> e. Outages. Purchaser shall be permitted to be off line for a total of forty-eight (48) daylight hours (each, a
<br /> "Scheduled Outage") per calendar year during the Term, during which hours Purchaser shall not be obligated to
<br /> accept or pay for electricity from the System; provided, however, that Purchaser must notify Seller in writing of
<br /> each such Scheduled Outage at least forty-eight(48)hours in advance of the commencement of a Scheduled Outage.
<br /> In the event that Scheduled Outages exceed a total of forty-eight(48)daylight hours per calendar year or there are
<br /> unscheduled outages, in each case for a reason other than a Force Majeure event, Purchaser shall pay Seller an
<br /> amount equal to the sum of(i)payments that Purchaser would have made to Seller hereunder for electric energy that
<br /> would have been produced by the System during the outage; (ii) revenues that Seller would have received with
<br /> respect to the System under the any rebate program and any other assistance program with respect to electric energy
<br /> that would have been produced during the outage; (iii) revenues from Environmental Attributes that Seller would
<br /> have received with respect to electric energy that would have been produced by the System during the outage;and
<br /> (iv) Tax Credits that Seller (or, if Seller is a pass-through entity for tax purposes, Seller's owners) would have
<br /> received with respect to electric energy that would have been produced by the System during the outage.
<br /> Determination of the amount of energy that would have been produced during the removal or disconnection shall be
<br /> in accordance with the procedures in Section 10(b).
<br /> f. Liens. Purchaser shall not directly or indirectly cause,create, incur,assume or allow to exist any mortgage,pledge,
<br /> lien, charge, security interest, encumbrance or other claim of any nature on or with respect to the System or any
<br /> interest therein. Purchaser shall immediately notify Seller in writing of the existence of any such mortgage,pledge,
<br /> lien, charge, security interest, encumbrance or other claim, shall promptly cause the same to be discharged and
<br /> released of record without cost to Seller, and shall indemnify Seller against all costs and expenses (including
<br /> reasonable attorneys' fees) incurred in discharging and releasing any such mortgage, pledge, lien, charge, security
<br /> interest, encumbrance or other claim. Notwithstanding anything else herein to the contrary, pursuant to Section
<br /> J9(a). Seller may grant a lien on the System and may assign, mortgage, pledge or otherwise collaterally assign its
<br /> interests in this Agreement and the System to any Financing Party.
<br /> g. Security. Purchaser will not conduct activities on, in or about the Premises or the Facility that have a reasonable
<br /> likelihood of causing damage,impairment or otherwise adversely affecting the System.
<br /> h. Insolation. Purchaser understands that unobstructed access to sunlight ("Jnsolatioa") is essential to Seller's
<br /> performance of its obligations and a material term of this Agreement. Purchaser shall not in any way cause and,
<br /> where possible, shall not in any way permit any interference with the System's Insolation. If Purchaser becomes
<br /> aware of any activity or condition that could diminish the Insolation of the System, Purchaser shall notify Seller
<br /> immediately and shall cooperate with Seller in preserving the System's existing Insolation levels. The Parties agree
<br /> that reducing Insolation would irreparably injure Seller, that such injury may not be adequately compensated by an
<br /> award of money damages, and that Seller is entitled to seek specific enforcement of this Section 8(h) against
<br /> Purchaser.
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