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POWER PURCHASE AGREEMENT ("PPA") <br /> good faith to negotiate amendments to this Agreement as are reasonably necessary to preserve <br /> the economic value of this Agreement to both Parties. If the Parties are unable to agree upon <br /> such amendments within such thirty (30) day period, then Purchaser shall have the right to <br /> terminate this Agreement in accordance with Exhibit 4. <br /> 10. Relocation of System. <br /> a. System Relocation. If Purchaser ceases to conduct business operations at the Facility,or <br /> otherwise vacates the Facility prior to the expiration of the Term, Purchaser shall have <br /> the option to provide Seller with a mutually agreeable substitute premises located within <br /> the same utility district as the terminated System or in a location with similar utility rates <br /> and Insolation. Purchaser shall provide written notice at least sixty(60)days but not more <br /> than one hundred eighty (180) days prior to the date that it wants to make this <br /> substitution. In connection with such substitution, Purchaser shall execute an amended <br /> agreement that shall have all of the same terms as this Agreement except for the (i) <br /> Effective Date; (ii) License, which will be amended to grant rights in the real property <br /> where the System relocated to;and (iii)Term,which will be equal to the remainder of the <br /> Term of this Agreement calculated starting at the shutdown of the System pursuant to <br /> such relocation, and shall toll until the relocated System achieves commercial operation <br /> of such new location. Such amended agreement shall be deemed to be a continuation of <br /> this Agreement without termination. In addition, Purchaser shall be obligated to provide <br /> a new executed and notarized agreement covering the substitute premises in form and <br /> content substantially similar to the Easement Agreement. Purchaser shall also provide <br /> any new consents, estoppels, or acknowledgments reasonably required by Financing <br /> Parties in connection with the substitute premises. <br /> b. Costs of Relocation. Purchaser shall pay all costs associated with relocation of the <br /> System, including all costs and expenses incurred by or on behalf of Seller in connection <br /> with removal of the System from the Facility and installation and testing of the System at <br /> the substitute facility and all applicable interconnection fees and expenses at the <br /> substitute facility, as well as costs of new title search and other out-of-pocket expenses <br /> connected to preserving and refiling the security interests of Seller's Financing Parties in <br /> the System. In addition, Purchaser shall pay Seller an amount equal to the sum of (i) <br /> payments that Purchaser would have made to Seller hereunder for electric energy that <br /> would have been produced by the System during the relocation; (ii) revenues that Seller <br /> would have received with respect to the System under the any rebate program and any <br /> other assistance program with respect to electric energy that would have been produced <br /> during the relocation;(iii)revenues from Environmental Attributes that Seller would have <br /> received with respect to electric energy that would have been produced by the System <br /> during the relocation; and (iv)Tax Credits that Seller(or, if Seller is a pass-through entity <br /> for tax purposes,Seller's owners)would have received with respect to electric energy that <br /> would have been produced by the System during the relocation. Determination of the <br /> amount of energy that would have been produced during the relocation shall be based, <br /> during the first Contract Year, on the estimated levels of production and, after the first <br /> Page 18 of 49 <br />