Option to Purchase the System on the Expiration Date. Provided that no Host Default shall have occurred and is continuing and if Host has not elected to extend the term of this Agreement in accordance with Section 4.2(a), Host shall have the option to purchase the System on the Expiration Date (or such other date as mutually agreed by the Parties) by paying Seller the lesser of the Fair Market Value or three percent (3%) of the System install cost prior to or on the Expiration Date. Host shall exercise this option, if it so chooses, by giving Seller prior written notice of such exercise at least one-hundred and eighty (180) days prior to the Expiration Date. The “Fair Market Value” of the System shall be the value determined by the mutual agreement of Host and Seller within ten (10) days after receipt by Seller of Host’s notice of its election to purchase the System. If Host and Seller cannot mutually agree to a Fair Market Value, then the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar energy industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the Seller will transfer to the Host the remaining period, if any, on all warranties for the System at Host’s sole expense. If the Parties are unable to agree on the selection of an appraiser, then Host and Seller shall each appoint an appraiser firm, and the two (2) firms shall jointly select a qualified third party appraiser to determine the Fair Market Value. Upon receipt by Seller of payment of the Fair Market Value, title to the System as well as Environmental Attributes and Environmental Incentives shall transfer to Host as-is, where-is. If Host does not exercise such option to purchase the System, Seller shall remove the System pursuant to Section 4.6. Removal of the System will include removal of the panels and inverters; it shall not include removal of the penetrations or fixtures.
