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. 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 Submission 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 (y) with respect to Qualifying Federal Support that arises from a federal loan or federal loan guarantee from the U.S. Department of Energy’s Loan Programs Office, 0.75 will be 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: Full Contract Years Remaining in Contract Delivery Term Recovery Factor

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 Deadline for Offer Pricing 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 (y) with respect to Qualifying Federal Support that arises from a federal loan or federal loan guarantee from the U.S. Department of Energy’s Loan Programs Office, 0.75 will be 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: Full Contract Years Remaining in Contract Delivery Term Recovery Factor:

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 Deadline for Offer Pricing 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 (y) with respect 0.50[and provided further that the QFS Price Reduction attributable to Qualifying Federal Support that arises from a federal loan or federal loan guarantee from for the U.S. Department of Energy’s Loan Programs Office, 0.75 will Energy Storage Component shall in no case be replaced with 0.25greater 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: Full Contract Years Remaining in Contract Delivery Term Recovery FactorArticle VI

Qualifying Federal Support. 1. In the event that Seller or any of its Affiliates Grant Recipient receives Qualifying Federal Support, Seller Grant Recipient shall determine the QFS Amount and promptly provide notice of the same to NYSERDA, including supporting calculations thereto. Seller Grant Recipient 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 Grant Recipient in connection with obtaining Qualifying Federal Support, which shall be for SellerGrant Recipient’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 SellerGrant Recipient’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 Grant Recipient 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 Grant Recipient incurs such increased costs for the purpose of qualifying for such higher level of support, the Qualifying Federal Support QFS Amount shall be reasonably adjusted by Seller Grant Recipient 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. 2. 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 Grant Recipient receives Qualifying Federal Support benefit is realizedfor the Project, computed in accordance with the following formula: amount of Grant Proceeds owed by NYSERDA to Grant Recipient under this Agreement shall be reduced by fifty cents for each dollar of the QFS Price Reduction = QFS Amount ($) × 0.75 × RF P50 Annual OREC Exceedance provided Amount, regardless of whether or not such Grant Proceeds have been previously disbursed to Grant Recipient. 3. NYSERDA shall provide notice to Grant Recipient of any adjustment required under this Section IV.D to the amount of Grant Proceeds owed under this Agreement, and any refunds due to NYSERDA as a result of such Adjustment. In the event NYSERDA determines that (x) with respect any Grant Proceeds must be refunded due to the receipt by Grant Recipient of Qualifying Federal Support that arises from Section 45(b)(9Support, Grant Recipient shall deliver such Proceeds to NYSERDA within thirty (30) (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)) calendar days of the Internal Revenue Code in existence on the Submission 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 notice 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 (y) with respect to Qualifying Federal Support that arises from a federal loan or federal loan guarantee from the U.S. Department of Energy’s Loan Programs Office, 0.75 will be 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: Full Contract Years Remaining in Contract Delivery Term Recovery Factorsame.

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 realizedconfirmed and quantified by NYSERDA, 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 Submission 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 (y) with respect to Qualifying Federal Support that arises from a federal loan or federal loan guarantee from the U.S. Department of Energy’s Loan Programs Office, 0.75 will be 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: Full Contract Years Remaining in Contract Delivery Term Recovery FactorArticle VI