Common use of Qualifying Federal Support Clause in Contracts

Qualifying Federal Support. In the event that Seller or any of its Affiliates receives Qualifying Federal Support, Seller shall determine the QFS Amount and provide notice of the same to NYSERDA, including supporting calculations thereto. Seller shall also make available or cause to be made available to NYSERDA all books and records in its control that are reasonably necessary to determine the QFS Amount and shall use commercially reasonable efforts to provide NYSERDA with any other books and records reasonably requested by NYSERDA. Such books and records shall include all tax and other filings made with respect to obtaining any of the Renewable Tax Benefits that Seller or any tax equity party is claiming or proposing to claim as well as all work papers and other due diligence and compliance records, files and data related to the qualification for the Renewable Tax Benefits to which Seller has in its possession or reasonably has access. Except with respect to transaction costs and expenses incurred by Seller or its Affiliates in connection with obtaining Qualifying Federal Support, which shall be for Seller’s account, the QFS Amount shall be calculated on a net basis, taking into account any reduction in current or future economic value or costs incurred as a result of Seller’s or its Affiliates’ realization of the applicable Qualifying Federal Support. For example, the Parties acknowledge and agree that, in order to qualify for a higher level of Qualifying Federal Support, Seller or its Affiliates may be required to incur increased costs related to development, construction or operation of the Selected Project including costs related to new U.S. content or similar sourcing requirements, prevailing wage requirements or apprenticeship requirements. For the avoidance of doubt, if Seller or its Affiliates incur such increased costs for the purpose of qualifying for such higher level of support, the Qualifying Federal Support Amount shall be reasonably adjusted by Seller to reflect the total economic value of the Qualifying Federal Support after accounting for such increased costs. If applicable, the QFS Price Reduction shall be applied prospectively from the beginning of the Contract Year immediately following the date that the economic value of the Qualifying Federal Support benefit is realized, computed in accordance with the following formula: provided that with respect to Qualifying Federal Support that arises from Section 45(b)(9), Section 45(b)(11), Section 48(a)(12) or Section 48(a)(14) of the Internal Revenue Code in existence on the Bid Submission Date and is realized other than through, for domestic content requirements, a waiver process as described in 49 C.F.R. § 661.7 (or similar process) offered by the U.S. Department of Treasury, the Internal Revenue Service or other federal authority under which the steel, iron, or manufactured products of the Selected Project were not produced in the United States and did not meet the requirements of 49 C.F.R. § 661.5(b)-(d), or for energy communities, a waiver or exception process, 0.75 will be replaced with 0.50[and provided further that the QFS Price Reduction attributable to Qualifying Federal Support for the Energy Storage Component shall in no case be greater than the Energy Storage Component Price Reduction Amount]. where: RF = Recovery Factor determined in accordance with the following table, in which the Annuitization Term shall equal the number of full Contract Years remaining in the Contract Delivery Term: Table of Recovery Factors for Qualifying Federal Support Nominal Annual Discount Rate 5.98% Full Contract Years Remaining in Contract Delivery Term Recovery Factor 1 1.0598 2 0.5453 3 0.3740 4 0.2885 5 0.2373 6 0.2032 7 0.1790 8 0.1609 9 0.1469 10 0.1357 11 0.1267 12 0.1191 13 0.1128 14 0.1075 15 0.1028 16 0.0988 17 0.0953 18 0.0922 19 0.0895 20 0.0870 21 0.0849 22 0.0829 23 0.0811 24 0.0795 25 0.0781 Article VI

Qualifying Federal Support. In the event that Seller or any of its Affiliates receives Qualifying Federal Support, Seller shall determine the QFS Amount and provide notice of the same to NYSERDA, including supporting calculations thereto. Seller shall also make available or cause to be made available to NYSERDA all books and records in its control that are reasonably necessary to determine the QFS Amount and shall use commercially reasonable efforts to provide NYSERDA with any other books and records reasonably requested by NYSERDA. Such books and records shall include all tax and other filings made with respect to obtaining any of the Renewable Tax Benefits that Seller or any tax equity party is claiming or proposing to claim as well as all work papers and other due diligence and compliance records, files and data related to the qualification for the Renewable Tax Benefits to which Seller has in its possession or reasonably has access. Except with respect to transaction costs and expenses incurred by Seller or its Affiliates in connection with obtaining Qualifying Federal Support, which shall be for Seller’s account, the QFS Amount shall be calculated on a net basis, taking into account any reduction in current or future economic value or costs incurred as a result of Seller’s or its Affiliates’ realization of the applicable Qualifying Federal Support. For example, the Parties acknowledge and agree that, in order to qualify for a higher level of Qualifying Federal Support, Seller or its Affiliates may be required to incur increased costs related to development, construction or operation of the Selected Project including costs related to new U.S. content or similar sourcing requirements, prevailing wage requirements or apprenticeship requirements. For the avoidance of doubt, if Seller or its Affiliates incur such increased costs for the purpose of qualifying for such higher level of support, the Qualifying Federal Support Amount shall be reasonably adjusted by Seller to reflect the total economic value of the Qualifying Federal Support after accounting for such increased costs. If applicable, the QFS Price Reduction shall be applied prospectively from the beginning of the Contract Year immediately following the date that the economic value of the Qualifying Federal Support benefit is realizedconfirmed and quantified by NYSERDA, computed in accordance with the following formula: provided that with respect to Qualifying Federal Support that arises from Section 45(b)(9), Section 45(b)(11), Section 48(a)(12) or Section 48(a)(14) of the Internal Revenue Code in existence on the Bid Submission Date and is realized other than through, for domestic content requirements, a waiver process as described in 49 C.F.R. § 661.7 (or similar process) offered by the U.S. Department of Treasury, the Internal Revenue Service or other federal authority under which the steel, iron, or manufactured products of the Selected Project were not produced in the United States and did not meet the requirements of 49 C.F.R. § 661.5(b)-(d), or for energy communities, a waiver or exception process, 0.75 will be replaced with 0.50[and provided further that the QFS Price Reduction attributable to Qualifying Federal Support for the Energy Storage Component shall in no case be greater than the Energy Storage Component Price Reduction Amount]. where: RF = Recovery Factor determined in accordance with the following table, in which the Annuitization Term shall equal the number of full Contract Years remaining in the Contract Delivery Term: Table of Recovery Factors for Qualifying Federal Support Nominal Annual Discount Rate 5.98% Full Contract Years Remaining in Contract Delivery Term Recovery Factor 1 1.0598 2 0.5453 3 0.3740 4 0.2885 5 0.2373 6 0.2032 7 0.1790 8 0.1609 9 0.1469 10 0.1357 11 0.1267 12 0.1191 13 0.1128 14 0.1075 15 0.1028 16 0.0988 17 0.0953 18 0.0922 19 0.0895 20 0.0870 21 0.0849 22 0.0829 23 0.0811 24 0.0795 25 0.0781 Article VI

Qualifying Federal Support. In the event that Seller or any of its Affiliates receives Qualifying Federal Support, Seller shall determine the QFS Amount and provide notice of the same to NYSERDA, including supporting calculations thereto. Seller shall also make available or cause to be made available to NYSERDA all books and records in its control that are reasonably necessary to determine the QFS Amount and shall use commercially reasonable efforts to provide NYSERDA with any other books and records reasonably requested by NYSERDA. Such books and records shall include all tax and other filings made with respect to obtaining any of the Renewable Tax Benefits that Seller or any tax equity party is claiming or proposing to claim as well as all work papers and other due diligence and compliance records, files and data related to the qualification for the Renewable Tax Benefits to which Seller has in its possession or reasonably has access. Except with respect to transaction costs and expenses incurred by Seller or its Affiliates in connection with obtaining Qualifying Federal Support, which shall be for Seller’s account, the QFS Amount shall be calculated on a net basis, taking into account any reduction in current or future economic value or costs incurred as a result of Seller’s or its Affiliates’ realization of the applicable Qualifying Federal Support. For example, the Parties acknowledge and agree that, in order to qualify for a higher level of Qualifying Federal Support, Seller or its Affiliates may be required to incur increased costs related to development, construction or operation of the Selected Project including costs related to new U.S. content or similar sourcing requirements, prevailing wage requirements or apprenticeship requirements. For the avoidance of doubt, if Seller or its Affiliates incur such increased costs for the purpose of qualifying for such higher level of support, the Qualifying Federal Support Amount shall be reasonably adjusted by Seller to reflect the total economic value of the Qualifying Federal Support after accounting for such increased costs. Notwithstanding clauses (a) and (b), for purposes of any Qualifying Federal Support arising from an LPO Financing, the QFS Amount shall be the LPO Financing QFS Amount. In the event of a dispute over the cost of debt, weighted average cost of capital and/or aspects of the incremental value of the LPO Financing the disputing Party shall submit a statement of objections and the Parties shall work in good faith for twenty (20) days. If the Parties are unable to resolve any dispute by written agreement within such twenty (20)-day period, either Party may submit the dispute to an Independent LPO Accountant for resolution. Each of Seller and NYSERDA shall bear the percentage of fees and expenses of any Independent LPO Accountant equal to the proportion (expensed as a percentage and determined by the Independent LPO Accountant) of the dollar value of the disputed amounts determined in favor of the other party by the Independent LPO Accountant. If applicable, the QFS Price Reduction shall be applied prospectively from the beginning of the Contract Year immediately following the date that the economic value of the Qualifying Federal Support benefit is realized, computed in accordance with the following formula: QFS Price Reduction = QFS Amount ($) × 0.75 × RF P50 Annual OREC Exceedance provided that (x) with respect to Qualifying Federal Support that arises from Section 45(b)(9) (or its successor at 45Y(g)(11)), Section 45(b)(11) (or its successor at Section 45Y(g)(7)), Section 48(a)(12) (or its successor at Section 48E(a)(3)(B)) or Section 48(a)(14) (or its successor at Section 48E(a)(3)(A)) of the Internal Revenue Code in existence on the Bid Submission Date Deadline for Offer Pricing and is realized other than through, for domestic content requirements, a waiver process as described in 49 C.F.R. § 661.7 (or similar process) offered by the U.S. Department of Treasury, the Internal Revenue Service or other federal authority under which the steel, iron, or manufactured products of the Selected Project were not produced in the United States and did not meet the requirements of 49 C.F.R. § 661.5(b)-(d), or for energy communities, a waiver or exception process, 0.75 will be replaced with 0.50[and provided further that the QFS Price Reduction attributable 0.50 and (y) with respect to Qualifying Federal Support for that arises from a federal loan or federal loan guarantee from the Energy Storage Component shall in no case U.S. Department of Energy’s Loan Programs Office, 0.75 will be greater than the Energy Storage Component Price Reduction Amount]replaced with 0.25. where: RF = Recovery Factor determined in accordance with the following table, in which the Annuitization Term shall equal the number of full Contract Years remaining in the Contract Delivery Term: Table of Recovery Factors for Qualifying Federal Support Nominal Annual Discount Rate 5.987.55% Full Contract Years Remaining in Contract Delivery Term Recovery Factor 1 1.0598 1.0755 2 0.5453 0.5573 3 0.3740 0.3849 4 0.2885 0.2989 5 0.2373 0.2475 6 0.2032 0.2134 7 0.1790 0.1891 8 0.1609 0.1711 9 0.1469 0.1571 10 0.1357 0.1460 11 0.1267 0.1370 12 0.1191 0.1296 13 0.1128 0.1234 14 0.1075 0.1181 15 0.1028 0.1136 16 0.0988 0.1097 17 0.0953 0.1064 18 0.0922 0.1034 19 0.0895 0.1008 20 0.0870 0.0985 21 0.0849 0.0964 22 0.0829 0.0946 23 0.0811 0.0929 24 0.0795 0.0914 25 0.0781 Article VI0.0901

Qualifying Federal Support. In the event that Seller or any of its Affiliates receives Qualifying Federal Support, Seller shall determine the QFS Amount and provide notice of the same to NYSERDA, including supporting calculations thereto. Seller shall also make available or cause to be made available to NYSERDA all books and records in its control that are reasonably necessary to determine the QFS Amount and shall use commercially reasonable efforts to provide NYSERDA with any other books and records reasonably requested by NYSERDA. Such books and records shall include all tax and other filings made with respect to obtaining any of the Renewable Tax Benefits that Seller or any tax equity party is claiming or proposing to claim as well as all work papers and other due diligence and compliance records, files and data related to the qualification for the Renewable Tax Benefits to which Seller has in its possession or reasonably has access. Except with respect to transaction costs and expenses incurred by Seller or its Affiliates in connection with obtaining Qualifying Federal Support, which shall be for Seller’s account, the QFS Amount shall be calculated on a net basis, taking into account any reduction in current or future economic value or costs incurred as a result of Seller’s or its Affiliates’ realization of the applicable Qualifying Federal Support. For example, the Parties acknowledge and agree that, in order to qualify for a higher level of Qualifying Federal Support, Seller or its Affiliates may be required to incur increased costs related to development, construction or operation of the Selected Project including costs related to new U.S. content or similar sourcing requirements, prevailing wage requirements or apprenticeship requirements. For the avoidance of doubt, if Seller or its Affiliates incur such increased costs for the purpose of qualifying for such higher level of support, the Qualifying Federal Support Amount shall be reasonably adjusted by Seller to reflect the total economic value of the Qualifying Federal Support after accounting for such increased costs. If applicable, the QFS Price Reduction shall be applied prospectively from the beginning of the Contract Year immediately following the date that the economic value of the Qualifying Federal Support benefit is realized, computed in accordance with the following formula: provided that with respect to Qualifying Federal Support that arises from Section 45(b)(9) (or its successor at 45Y(g)(11)), Section 45(b)(11) (or its successor at Section 45Y(g)(7), Section 48(a)(12) (or its successor at Section 48E(a)(3)(B)) or Section 48(a)(14) (or its successor at Section 48E(a)(3)(A)) of the Internal Revenue Code in existence on the Bid Submission Date and is realized other than through, for domestic content requirements, a waiver process as described in 49 C.F.R. § 661.7 (or similar process) offered by the U.S. Department of Treasury, the Internal Revenue Service or other federal authority under which the steel, iron, or manufactured products of the Selected Project were not produced in the United States and did not meet the requirements of 49 C.F.R. § 661.5(b)-(d), or for energy communities, a waiver or exception process, 0.75 will be replaced with 0.50[and provided further that the QFS Price Reduction attributable to Qualifying Federal Support for the Energy Storage Component shall in no case be greater than the Energy Storage Component Price Reduction Amount]. 0.50 where: RF = Recovery Factor determined in accordance with the following table, in which the Annuitization Term shall equal the number of full Contract Years remaining in the Contract Delivery Term: Table of Recovery Factors for Qualifying Federal Support Nominal Annual Discount Rate 5.987.25% Full Contract Years Remaining in Contract Delivery Term Recovery Factor 1 1.0598 1.0725 2 0.5453 0.5550 3 0.3740 0.3828 4 0.2885 0.2969 5 0.2373 0.2455 6 0.2032 0.2114 7 0.1790 0.1872 8 0.1609 0.1691 9 0.1469 0.1551 10 0.1357 0.1440 11 0.1267 0.1350 12 0.1191 0.1276 13 0.1128 0.1214 14 0.1075 0.1161 15 0.1028 0.1115 16 0.0988 0.1076 17 0.0953 0.1042 18 0.0922 0.1012 19 0.0895 0.0986 20 0.0870 0.0962 21 0.0849 0.0942 22 0.0829 0.0923 23 0.0811 0.0906 24 0.0795 0.0891 25 0.0781 0.0878 Article VI