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POWER PURCHASE AGREEMENT ("PPA") <br /> Exhibit 4, Attachment A attached hereto. The Parties agree that <br /> actual damages to Seller in the event this Agreement terminates <br /> prior to the expiration of the Term as the result of a Default Event <br /> by Purchaser would be difficult to ascertain, and the applicable <br /> Termination Payment is a reasonable approximation of the <br /> damages suffered by Seller as a result of early termination of this <br /> 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 rate <br /> of prime+2%)of the excess,if any,of the reasonably expected cost <br /> of electric energy from the Utility over the Contract Price for the <br /> reasonably expected production of the System for the remainder <br /> of the Initial Term or the then current Additional Term, as <br /> applicable; (2) all costs reasonably incurred by Purchaser in re- <br /> converting its electric supply to service from the Utility; (3) any <br /> removal costs incurred by Purchaser, and (4) any and all other <br /> amounts previously accrued under this Agreement and then owed <br /> by Seller to Purchaser. The Termination Payment shall not be less <br /> than zero. <br /> c. Obligations Following Termination. If a Non-Defaulting Party <br /> terminates this Agreement pursuant to this Section 13(b)., 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 /> i. 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 22 of 49 <br />