Power Purchase And Sale Agreement (Page 3 of 8) in pdf

3.2.

Notice of Commercial Operation Date. Seller shall notify SRP at least five

business days in advance of the anticipated Commercial Operation Date and shall confirm to

SRP in writing within three business days of when the Commercial Operation Date occurs.

ARTICLE IV

METERING

4.1.

Metering. Metered Output delivered to the Metered Output Delivery Point shall

be measured by meters owned, installed and maintained by SRP. SRP shall maintain and

calibrate its meters in accordance with the SRP Rules and Regulations. Seller may install and

maintain its own meters, but SRP’s meters shall be used for all purposes under this Agreement.

In the case where a meter read is unavailable, SRP will make commercially reasonable efforts to

estimate generation and/or consumption.

ARTICLE V

BILLING AND PAYMENT

5.1.

Monthly Billing. SRP shall invoice Seller monthly. Such monthly invoices shall

state (i) the amount of Metered Output produced by the Project and delivered to the Metered

Output Delivery Point, (ii) the amount of energy delivered to the Project by SRP, (iii) the

applicable price plan, and (iv) the total amount due. All amounts due under this Section 5.1 shall

be due and payable net 21 days from the date of billing. Any undisputed portion of the invoice

amount not paid within the 21 day period shall accrue interest at the Interest Rate.

ARTICLE VI

EVENTS OF DEFAULT; REMEDIES

Events of Default. An “Event of Default” means with respect to a Party (the

6.1.

“Defaulting Party”):

(a)

A Party fails to make any payment when due under this Agreement and

fails to cure within 10 days after notice thereof; or

(b)

A Party fails to comply with any other obligation under this Agreement,

and such failure is not cured with 30 days after notice thereof.

6.2.

Remedies for an Event of Default.

Upon the occurrence and notice to the

Defaulting Party, the other Party (the “Non-Defaulting Party”) shall have the right (but not the

obligation) to:

(a)

suspend performance of its obligations under this Agreement; and/or

(b)

receive from the Defaulting Party direct damages incurred by the Non-

Defaulting Party in connection with such Event of Default (including during any applicable cure

period, whether or not the Non-Defaulting Party has elected to suspend performance during such

cure period).

Power Purchase And Sale Agreement Page 3

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