Common use of Costs of Relocation or Replacement Clause in Contracts

Costs of Relocation or Replacement. Customer shall pay all costs associated with relocation or replacement of the System, including all costs and expenses incurred by or on behalf of Seller in connection with removal of the System from the Facility and installation and testing of the System (or a replacement system) at the substitute facility and all applicable interconnection fees and expenses at the substitute facility, as well as costs of new title search and other out-of-pocket expenses connected to preserving and refiling the security interests of Seller’s Financing Parties in the System. In addition, Customer shall pay Seller an amount equal to the sum of (i) payments that Customer would have made to Seller hereunder for electric energy that would have been produced by the System during the relocation or replacement; (ii) revenues that Seller would have received with respect to the System under any incentive program and any other assistance program with respect to electric energy that would have been produced during the relocation or replacement; and (iii) Tax Credits that Seller (or, if Seller is a pass-through entity for tax purposes, Seller’s owners) would have received with respect to electric energy that would have been produced by the System during the relocation or replacement. Determination of the amount of electric energy that would have been produced during the relocation or replacement shall be based, during the first Contract Year, on 50% of the Estimated Guarantee Period Production (on a prorated basis and seasonally adjusted) as set forth in Exhibit B, and after the first Contract Year, based on actual operation of the System in the same period in the previous Contract Year, unless Seller and Customer mutually agree to an alternative methodology.