Common use of Federal Tax Incentives Price Reduction Clause in Contracts

Federal Tax Incentives Price Reduction. (a) If at any time prior to the end of the Term, any person or entity, including Seller, Seller’s Lender, Seller’s upstream parent, or any Seller’s Affiliate, realizes any economic or monetary benefit from Federal Tax Credit Legislation with respect to the Project (“Economic Benefit”), the Product Price shall be reduced according to the applicable Tax Credit Percentage available to Seller, as set forth in the table below (the “Reduced Price Percent”), pursuant to the process in Section 3.06(b). {SCE Note: any such price amendment may need to take into account the nature of the project and any applicable escalated prices, price shaping or other variable pricing structures.} (b) Seller shall provide Notice to SCE within seven (7) days after realizing any Economic Benefit. The Product Price shall be deemed to be automatically amended to reflect the product of the Product Price multiplied by the applicable Reduced Price Percent (i) with immediate effect, if the Economic Benefit is realized on or before the Initial Delivery Date; or (ii) effective as of the first day of the first full month after realization, if the Economic Benefit is realized after the Initial Delivery Date. (c) For purposes of determining when an Economic Benefit is realized under Section 3.06(b), realization will have been deemed to have occurred upon the earliest occurrence of any of the following: (i) the closing of any Tax Equity Financing by Seller, Seller’s upstream parent or any Seller’s Affiliate, (ii) the transfer of any income tax credits generated as a result of Federal Tax Credit Legislation, (iii) the claiming of any income tax credits on the federal income tax return (on the date such return is filed) of any entity, or (iv) the date upon which Xxxxxx realizes an Economic Benefit not otherwise listed in this Section 3.06(c). Tax Credit Percentage Reduced Price Percent 30% or greater 90% 25% - 29.99% 92% 20% - 24.99% 93% 15% - 19.99% 95% 10% - 14.99% 97% 5% - 9.99% 98%

Federal Tax Incentives Price Reduction. (a) If at any time prior to the end of the Term, any person or entity, including Seller, Seller’s Lender, Seller’s upstream parent, or any Seller’s Affiliate, realizes any economic or monetary benefit from Federal Tax Credit Legislation with respect to the Project (“Economic Benefit”), the Product Monthly Capacity Price and the Monthly Capacity Payment shall be reduced according to the applicable Tax Credit Percentage available to Seller, as set forth in the table below (the “Reduced Price Percent”), ) and pursuant to the process in Section 3.06(b3.05(d)(ii). The Monthly Capacity Payment shall automatically be amended to reflect the product of the Monthly Capacity Payment multiplied by the applicable Reduced Price Percent. {SCE Note: any such price amendment may need to take into account the nature of the project and any applicable escalated prices, price shaping or other variable pricing structuresstructures into account.} (b) } Seller shall provide Notice to SCE within seven (7) days after of realizing any Economic Benefit. The Product Price shall be deemed to be automatically amended to reflect the product of the Product Price multiplied by the applicable Reduced Price Percent (i) with immediate effect, if If the Economic Benefit is realized on or before the Initial Delivery Date; or (ii) , then the Monthly Capacity Price shall automatically be amended with immediate effect. If the Economic Benefit is realized after the Initial Delivery Date, then the applicable Monthly Capacity Price shall automatically be amended effective as of the first day of the first full month after realization, if the Economic Benefit is realized after the Initial Delivery Date. (c) . For purposes of determining when an Economic Benefit is realized under Section 3.06(b3.05(d)(ii), realization will have been deemed to have occurred upon the earliest occurrence of any of the following: (iA) the closing of any Tax Equity Financing by Seller, Seller’s upstream parent or any Seller’s Affiliate, (iiB) the a transfer of any income tax credits generated as a result of the Federal Tax Credit Legislation, (iiiC) the claiming use of any income tax credits on the federal income tax return (on the date such return is filed) of any entity, or (ivD) the date upon which Xxxxxx Seller realizes an Economic Benefit not otherwise listed in this Section 3.06(c3.05(d)(iii). Tax Credit Percentage Reduced Monthly Capacity Payment. RA Period. SCE shall make a “Monthly RA Capacity Payment,” payable monthly after the applicable Showing Month, in arrears, to Seller for each Showing Month of the RA Period, provided that such Monthly RA Capacity Payment is subject to reduction in accordance with this Agreement. The Monthly RA Capacity Payment for each Showing Month of the RA Period is calculated as set forth below, “Monthly RA Capacity Payment” = (A x B x 1,000) where: A = applicable Monthly RA Capacity Price Percent 30% or greater 90% 25% - 29.99% 92% 20% - 24.99% 93% 15% - 19.99% 95% 10% - 14.99% 97% 5% - 9.99% 98%for that Showing Month C = Expected Contract Quantity provided by Seller to SCE pursuant to and consistent with Section 6.03 for the applicable day of the Showing Month, provided that, solely for purposes of calculating this item “C”, the amount of Product (in MWs) provided on any particular day of any Showing Month may not exceed the Contract Capacity during such day D = Aggregate megawatts of Shortfall Capacity associated with the applicable day of the Showing Month; provided, Shortfall Capacity may not exceed Contract Capacity i = Each day of Showing Month n = number of days in the Showing Month The Monthly RA Capacity Payment calculation shall be rounded to two decimal places.

Federal Tax Incentives Price Reduction. (a) If at any time prior to the end of the Term, any person or entity, including Seller, Seller’s Lender, Seller’s upstream parent, or any Seller’s Affiliate, realizes any economic or monetary benefit from Federal Tax Credit Legislation with respect to the Project (“Economic Benefit”), the Product Monthly Capacity Price and the Monthly Capacity Payment shall be reduced according to the applicable Tax Credit Percentage available to Seller, as set forth in the table below (the “Reduced Price Percent”), ) and pursuant to the process in Section 3.06(b3.07(b). The Monthly Capacity Payment shall automatically be amended to reflect the product of the Monthly Capacity Payment multiplied by the applicable Reduced Price Percent. {SCE Note: any such price amendment may need to take into account the nature of the project and any applicable escalated prices, price shaping or other variable pricing structuresstructures into account.} (b) } Seller shall provide Notice to SCE within seven (7) days after of realizing any Economic Benefit. The Product Price shall be deemed to be automatically amended to reflect the product of the Product Price multiplied by the applicable Reduced Price Percent (i) with immediate effect, if If the Economic Benefit is realized on or before the Initial Delivery Date; or (ii) , then the Monthly Capacity Price shall automatically be amended with immediate effect. If the Economic Benefit is realized after the Initial Delivery Date, then the applicable Monthly Capacity Price shall automatically be amended effective as of the first day of the first full month after realization, if the Economic Benefit is realized after the Initial Delivery Date. (c) . For purposes of determining when an Economic Benefit is realized under Section 3.06(b3.07(b), realization will have been deemed to have occurred upon the earliest occurrence of any of the following: (i) the closing of any Tax Equity Financing by Seller, Seller’s upstream parent or any Seller’s Affiliate, (ii) the a transfer of any income tax credits generated as a result of the Federal Tax Credit Legislation, (iii) the claiming use of any income tax credits on the federal income tax return (on the date such return is filed) of any entity, or (iv) the date upon which Xxxxxx Seller realizes an Economic Benefit not otherwise listed in this Section 3.06(c3.07(c). Tax Credit Percentage Reduced Price Percent Design and construction of Project Seller’s Obligations. At no cost to SCE, Seller shall: Design and construct, or refurbish the Project as required for Seller to perform its obligations under this Agreement; Prior to the Expected Initial Delivery Date, file all applications or other appropriate requests to acquire and maintain all Permits for the Project; Complete all environmental impact assessments, statements, or studies required pursuant to Applicable Laws, including obtaining public review and certification of any final documents relating to any environmental impact assessment or studies; As required to achieve Commercial Operation for each Storage Unit, furnish and install all Protective Apparatus as SCE reasonably determines to be necessary for proper and safe operation of the Project in parallel with the Transmission Provider’s electric system or the CAISO Controlled Grid; Furnish and install Prevention Equipment; Provide to SCE, prior to commencement of any construction activities on the Site, a report from an independent engineer (acceptable to both SCE and Seller) certifying that Seller has a written plan for the safe construction and operation of the Project in accordance with Prudent Electrical Practices; Throughout the Delivery Period, maintain all permits, licenses, certifications and approvals necessary for the operation and maintenance of the Project; and Not withdraw the Interconnection Queue Position or assign or transfer that Interconnection Queue Position to any entity or for the benefit of any other agreement other than this Agreement without SCE’s prior written consent. Changes in Operational Characteristics. Seller shall provide to SCE Notice of any changes in the operational characteristics of the Project for SCE’s review as far in advance as practicable, but in no event less than thirty (30% ) days before the changes are to be made. Seller acknowledges that provision of Notice under this Section 4.02 is for SCE’s information only and that by receiving such Notice, SCE makes no representation as to the economic or greater 90% 25% - 29.99% 92% technical feasibility, operational capacity or reliability of any changes in the operational characteristics of the Project. EPC Contractor. Seller shall provide SCE with Notice of the name and address of Seller’s EPC Contractor on the later of the Effective Date or the first (1st) Business Day after Seller enters into a contract with an EPC Contractor. Provision of Information. During the Term, Seller shall promptly provide SCE copies of: Within ten (10) Business Days after receipt thereof, any Interconnection Study or the interconnection agreement tendered to Seller by the Transmission Provider; All agreements with providers of engineering, procurement, or construction services for the Project and all amendments thereto, including any EPC Contract (which may be redacted by Seller to eliminate any portions reasonably believed by Seller to contain confidential information); Any reports, studies, or assessments done for Seller by an independent engineer; and No later than twenty (20% - 24.99% 93% 15% - 19.99% 95% 10% - 14.99% 97% 5% - 9.99% 98%) days after each semi-annual period ending on June 30th and December 31st, a report listing all women, minority, disabled veteran, lesbian, gay, bisexual and/or transgender business enterprises, as more particularly set forth in CPUC General Order 156 (“Diverse Business Enterprises”) that supplied goods or services to Seller during such period, including any certifications or other documentation of such Diverse Business Enterprises’ status as such and the aggregate amount paid to Diverse Business Enterprises during such period. SCE has the right to disclose to the CPUC all such information provided by Seller pursuant to this Section 4.04(d). Seller shall make reasonable efforts to accommodate requests by the CPUC (or by SCE in response to a request by the CPUC) to audit Seller in order to verify data provided by Seller pursuant to this Section 4.04(d).

Federal Tax Incentives Price Reduction. [If, prior to the commencement of the Delivery Period, Federal Tax Credit Legislation is determined to be applicable to the Project, Seller shall provide a Notice to SCE of the effective date of such determination and the Product Price shall be reduced by $.50 per MWh for each dollar ($1.00) that the production tax credit per MWh exceeds the per MWh production tax credit amount for the period immediately prior to such determination.] {SCE Note: use this bracketed provision and delete (a) through (c) below for renewable wind power projects. Delete this bracketed provision and retain (a) through (c) below for renewable solar projects and renewable geothermal projects. Confirm with SCE Tax Dept. applicable per MWh tax credit amount.} If at any time prior to the end of the Term, any person or entity, including Seller, Seller’s Lender, Seller’s upstream parent, or any Seller’s Affiliate, realizes any economic or monetary benefit from Federal Tax Credit Legislation with respect to the Project (“Economic Benefit”), the Product Price shall be reduced according to the applicable Tax Credit Percentage available to Seller, as set forth in the table below (the “Reduced Price Percent”), pursuant to the process in Section 3.06(b). {SCE Note: any such price amendment may need to take into account the nature of the project and any applicable escalated prices, price shaping or other variable pricing structures.} (b) } Seller shall provide Notice to SCE within seven (7) days after realizing any Economic Benefit. The Product Price shall be deemed to be automatically amended to reflect the product of the Product Price multiplied by the applicable Reduced Price Percent (i) Percent with immediate effect, if the Economic Benefit is realized on or before the Initial Delivery Date; or (ii) or effective as of the first day of the first full month after realization, if the Economic Benefit is realized after the Initial Delivery Date. (c) . For purposes of determining when an Economic Benefit is realized under Section 3.06(b), realization will have been deemed to have occurred upon the earliest occurrence of any of the following: (i) the closing of any Tax Equity Financing by Seller, Seller’s upstream parent or any Seller’s Affiliate, (ii) the transfer of any income tax credits generated as a result of Federal Tax Credit Legislation, (iii) the claiming of any income tax credits on the federal income tax return (on the date such return is filed) of any entity, or (iv) the date upon which Xxxxxx realizes an Economic Benefit not otherwise listed in this Section 3.06(c). Tax Credit Percentage Reduced Price Percent DESIGN AND CONSTRUCTION OF PROJECT Seller’s Obligations. At no cost to SCE, Seller shall perform the following obligations, and any additional obligations listed in Section 4.01 of Attachment 1: Design, construct, install, or refurbish the Project [(including the Distributed Energy Resource Aggregation)] {SCE Note: For ECR Projects that are DERs only}; Obtain all Permits for the Project on or before the Initial Delivery Deadline; Complete all environmental impact assessments, statements, or studies required pursuant to Applicable Laws, including obtaining public review and certification of any final documents relating to any environmental impact assessment or studies; and Provide to SCE, prior to commencement of any construction activities on the Site, a report from an Independent Engineer (acceptable to both SCE and Seller) certifying that Seller has a written plan for the safe construction and operation of the Project in accordance with Prudent Electrical Practices; and [Within thirty (30% ) days after the Effective Date, provide to SCE a written safety plan identifying risks and vulnerabilities to the Project associated with climate change and Seller's plan for mitigating such risks, if any.] {SCE Note: Use this bracketed provision if the contract has a Delivery Period of 15 years or greater 90% 25% - 29.99% 92% longer.} Inspection Rights. SCE shall have the right at any time during the Term to enter onto the Site to inspect the Project and Shared Facilities (if applicable) and otherwise inspect or audit Seller’s EPC Contracts and its books and records in order to verify Seller’s compliance with the Milestone Schedule, and other obligations under this Agreement. SCE may take these actions during normal business hours on any Business Day. Seller shall, or shall cause its EPC Contractors to, provide SCE with access to the Site and all applicable documents and records: in order to permit SCE to determine whether: Seller has obtained, maintained, and complied with all Permits, and that such Permits do not contain Permit Requirements that might restrict SCE’s ability to utilize the Product as provided for in this Agreement; All contracts described in Section 4.05(a), and all other contracts or arrangements necessary to interconnect the Project (including transmission arrangements as contemplated in Section 5.01, and contracts or arrangements for electrical service, water supply and waste disposal) have been entered into and become effective on a timely basis and Seller is not in default thereunder; and for any other purpose reasonably connected with this Agreement or the exercise of any and all rights of SCE under Applicable Laws or the SCE Tariff schedules and rules on file with the CPUC. When at the Site, SCE, its authorized agents, employees and inspectors shall adhere to safety and security procedures as may reasonably be required by Seller, provided Seller has provided such procedures to SCE in writing in advance. Changes in Operational Characteristics. Seller shall provide to SCE Notice of any changes in the operational characteristics of the Project for SCE’s review as far in advance as practicable, but in no event less than thirty (30) days before the changes are to be made. Seller acknowledges that provision of Notice under this Section 4.03 is for SCE’s information only and that by receiving such Notice, SCE makes no representation as to the economic or technical feasibility, operational capacity or reliability of any changes in the operational characteristics of the Project. EPC Contractor. Seller shall provide SCE with Notice of the name and address of Seller’s EPC Contractor on the later of the Effective Date or the fifth (5th) Business Day after Xxxxxx enters into a contract with an EPC Contractor. Provision of Information. During the Term, Seller shall provide SCE copies of the following, and any additional items listed in Section 4.05 of Attachment 1: Within ten (10) Business Days after receipt thereof: any Interconnection Study or the interconnection agreement tendered to Seller by the T&D Provider and all correspondence related thereto; any agreements with providers of engineering, procurement, or construction services for the Project and any amendments thereto, including any EPC Contract (which may be redacted by Seller to eliminate pricing terms); Any documents, information, or records related to the Project (including documents, information or records of an Affiliate or Customer) that relate to Seller’s obligations under this Agreement, including any documents, information, or records needed to measure the Product; [Reserved]; [and] any final reports, studies, or assessments done for Seller by an independent engineer in the normal course of business and not in anticipation of litigation; provided that Seller may redact any such reports, studies, or assessments to exclude confidential pricing information[;] [and] [All Shared Facilities Agreements;]{SCE Note: Language applicable to projects that utilize Shared Facilities.}; within ten (10) Business Days of Seller’s receipt of Notice from SCE requesting the same, Internal Revenue Service tax Form W-9 and California tax Form 590 (or their equivalents), completed with Seller’s information, and any other documentation necessary for SCE to comply with its tax reporting or withholding obligations with respect to Seller; and No later than twenty (20% - 24.99% 93% 15% - 19.99% 95% 10% - 14.99% 97% ) days after each semi-annual period ending on June 30th and December 31st, a report listing all women, minority, disabled veteran, persons with disabilities, lesbian, gay, bisexual and/or transgender business enterprises, as more particularly set forth in CPUC General Order 156 (“Diverse Business Enterprises”) that supplied goods or services to Seller during such period, including any certifications or other documentation of such Diverse Business Enterprises’ status as such and the aggregate amount paid to Diverse Business Enterprises during such period. SCE has the right to disclose to the CPUC all such information provided by Seller pursuant to this Section 4.05(c). Within twenty (20) days after SCE’s request, Seller shall complete a “Supplier Self-Certification Form” provided by SCE accurately describing Seller’s status as either a Large Business or a Small Business as defined in 48 C.F.R § 52.219-8, as such statute may be amended from time to time. Seller shall notify SCE if information relevant to the accurate determination of Seller’s status under 48 C.F.R § 52.219-8 changes, including but not limited to changes to Seller’s size, classification, or ownership. Monthly Project Progress Report. From the Effective Date and continuing until the Initial Delivery Date, Seller shall deliver to SCE a progress report, substantially in the form set forth in Exhibit C (“Project Progress Report”), no later than the tenth (10th) day of each month or within five (5% - 9.99% 98%) days after SCE’s request. In each Project Progress Report, Seller shall describe its progress, including projected time to completion of any milestones. Seller shall include in any Project Progress Report a list of all letters, notices, applications, approvals, authorizations and filings referring or relating to Permits, and shall provide any such documents as may be reasonably requested by SCE. In addition, Seller shall advise SCE, as soon as reasonably practicable, of any problems or issues of which Seller is aware which could materially impact its ability to meet the Milestone Schedule set forth in Exhibit D (“Milestone Schedule”) by the applicable deadline. A report delivered pursuant to this Section 4.06 shall not constitute Notice for any purpose under this Agreement, including with respect to any fact, circumstance, request, issue, dispute or matter included in such report. INTERCONNECTION; METERING; TESTING