EXHIBIT 4.13





ENGINEERING,
PROCUREMENT AND CONSTRUCTION AGREEMENT



Dated
as of ____, 2015



by
and between



PANASONIC
CORPORATION OF NORTH AMERICA,ACTING THROUGH ITS DIVISIONPANASONIC ENTERPRISE SOLUTIONS COMPANY(Contractor)



and

Green Earth Developers LLC



(Subcontractor)



NORTH
CAROLINA



For
Projects Specified in Exhibit G













TABLE
OFCONTENTS





|                                                     | Page                                                      
|---------------------------------------------------- | ----------------------------------------------------------
|                                                     |                                                           
|Article 1 DEFINED TERMS;
    CONTRACT INTERPRETATION | 5                                                         
|1.1                                                  | Definitions                                               
|1.2                                                  | Rules of interpretation                                   
|1.3                                                  | Contract Documents                                        
|1.4                                                  | Conflicting Provisions                                    
|Article 2 THE WORK                                   | 14                                                        
|2.1                                                  | Scope of Work                                             
|2.2                                                  | Design                                                    
|2.3                                                  | Project Schedule                                          
|2.4                                                  | Progress Meetings                                         
|2.5                                                  | Standard of Performance                                   
|2.6                                                  | Subsidies; Incentives; Tax Credits                        
|2.7                                                  | Change Orders                                             
|2.8                                                  | Work Site Supervision; Safety; Maintenance
    of Site    
|2.9                                                  | Delay                                                     
|2.10                                                 | Hazardous Materials                                       
|2.11                                                 | Force Majeure Events                                      
|2.12                                                 | Subcontractors                                            
|2.13                                                 | Security and Background Screening                         
|Article 3 COMMISSIONING;
    PERFORMANCE TESTING     | 24                                                        
|3.1                                                  | System Commissioning Tests                                
|3.2                                                  | System Performance Tests                                  
|Article 4 COMPLETION AND
    ACCEPTANCE OF THE WORK  | 24                                                        
|4.1                                                  | Notices of Substantial Completion and
    Final Completion
|4.2                                                  | Punch List                                                
|4.3                                                  | Mechanical Completion                                     
|4.4                                                  | Substantial Completion                                    
|4.5                                                  | Final Completion                                          
|Article 5 CONTRACT PRICE;
    PAYMENTS               | 29                                                        
|5.1                                                  | Contract Price                                            
|5.2                                                  | Payments of the Contract Price                            
|5.3                                                  | Invoices                                                  
|5.4                                                  | Disputed Invoices                                         
|5.5                                                  | Payment to Subcontractors and Suppliers                   
|5.6                                                  | Title                                                     
|5.7                                                  | Risk of Loss                                              
|5.8                                                  | Customer Credit Support                                   
|5.9                                                  | Liquidated Damages                                        
|5.10                                                 | Adjustment to Contract Price for Cost
    Savings         
|Article 6 TERM                                       | 33                                                        
|6.1                                                  | Generally                                                 
|6.2                                                  | Termination for Cause by Customer                         
|6.3                                                  | Contractor’s Rights and Remedies                          
|6.4                                                  | Termination for Cause by Contractor                       
|6.5                                                  | Contractor’s Rights and Remedies                          













|Article 7 INDEMNITY                          | 36                                                 
|-------------------------------------------- | ---------------------------------------------------
|7.1                                          | Indemnification by Contractor                      
|7.2                                          | Indemnification by Customer                        
|7.3                                          | LIMITATION OF LIABILITY                            
|Article 8 INSURANCE                          | 37                                                 
|8.1                                          | Customer’s Insurance                               
|8.2                                          | Contractor’s Insurance                             
|Article 9 REPRESENTATIONS
    AND WARRANTIES | 40                                                 
|9.1                                          | Organization and Qualification                     
|9.2                                          | Power and Authority                                
|9.3                                          | No Conflict                                        
|9.4                                          | Validity and Binding Effect                        
|9.5                                          | Contractor Licensed                                
|9.6                                          | Contractor Patents                                 
|9.7                                          | Site Control                                       
|Article 10 CUSTOMER’S
    RESPONSIBILITIES   | 41                                                 
|10.1                                         | Access to Site                                     
|10.2                                         | Information Regarding the Site                     
|10.3                                         | Permits                                            
|10.4                                         | Compliance with Laws and Agreements                
|10.5                                         | Cooperation                                        
|10.6                                         | Data Transmission                                  
|Article 11 CONTRACTOR WARRANTIES             | 42                                                 
|11.1                                         | Warranty of Title                                  
|11.2                                         | Defect Warranty                                    
|11.3                                         | Design Warranty                                    
|11.4                                         | Exclusions                                         
|11.5                                         | Pass-Through Manufacturers’ Warranties             
|11.6                                         | Warranty Claim Process; Repair or Replace          
|Article 12 CONFIDENTIALITY
    AND PUBLICITY | 44                                                 
|12.1                                         | Confidentiality                                    
|12.2                                         | Publicity                                          
|Article 13 MISCELLANEOUS                     | 45                                                 
|13.1                                         | Notices                                            
|13.2                                         | Independent Contractor                             
|13.3                                         | Authorized Representatives                         
|13.4                                         | Entire Agreement; Amendment                        
|13.5                                         | Assignment                                         
|13.6                                         | No Waiver                                          
|13.7                                         | Survival                                           
|13.8                                         | Governing Law                                      
|13.9                                         | Dispute Resolution                                 
|13.10                                        | WAIVER OF JURY TRIAL                               
|13.11                                        | Execution in Counterparts                          
|13.12                                        | Ownership of Designs                               
|13.13                                        | Final Drawings                                     
|13.14                                        | Customer’s Limited License Upon
    Payment in Full















|EXHIBITS:   |                                                                       
|----------- | ----------------------------------------------------------------------
|            |                                                                       
|Exhibit A - | Pricing Structure                                                     
|Exhibit B - | Liquidated Damages Schedule                                           
|Exhibit C - | Design Materials  Listed Pre-Approved
    Suppliers and Subcontractors
|Exhibit D - | Spare Parts                                                           
|Exhibit E - | Applicable Permits                                                    
|Exhibit F - | Subcontractor Scope of Work                                           
|Exhibit G - | Project Description                                                   
|Exhibit H - | Project Schedule                                                      
|Exhibit I - | System Commissioning and Performance
    Tests                        















ENGINEERING,
PROCUREMENT AND CONSTRUCTION AGREEMENT



This
ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT(“Agreement”),dated as of __________ (“Effective Date”), is entered into by and betweenPanasonic
Corporation of North America, acting through its division Panasonic EnterpriseSolutions
Company, a Delaware corporation, with offices at Two Riverfront Plaza, 5th Floor,Newark,
NJ 07102 (“Contractor”) and Green Earth Developers LLC, with main offices located at547
W. Charles St. Suite 100 Matthews, North Carolina 28105(“Subcontractor”), (each a “Party”
and collectively, the “Parties”).



RECITALS:



WHEREAS,
Contractor is developing photovoltaic solar power generating plants (each a“System”
and together “Systems”), as more fully described in the Contract Documents (as such term is defined herein)
tobe located at the Site (as such term
is defined herein);



WHEREAS,
Contractor wishes to engage Subcontractor to design, construct and installthe
System at the Site; and



WHEREAS,
Subcontractor wishes to provide such design, construction and installation services, all in accordance with the terms and conditions
set forth in this Agreement.



NOW
THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:



ARTICLE
1DEFINED TERMS; CONTRACT INTERPRETATION



1.0Definitions.



“Agreement”
has the meaning given to such term in the preamble hereto.



“Applicable
Law” means any applicable federal, state or local act, law, statute, ordinance,building
code, rule, regulation, Permit, order, judgment, consent or approval of anyGovernmental
Authority having jurisdiction over the Site, the System, or the performance of theWork.



“Applicable
NC Tax Credit Statute and Guidance” means North Carolina statute G.S. § 105-129.16A,
as amended, and the guidance published by the North Carolina Department of Revenue on September 29, 2015 with respect thereto
(entitled “Important Notice Regarding the Delayed Sunset Date for Renewable Energy Projects that are Substantially Completed
on or Before January 1, 2016”). Without limiting the generality of the foregoing, the percentage completion of the System
shall be determined by the independent engineer that is providing the report with respect to the percentage completion of the
System, as required under the foregoing statute, reflecting the following project construction weightings:





5







|Phases
    of Construction                 |  | Percentage
    of Project
|------------------------------------------ |  | -------------------------
|Design,
    Engineering & Site Preparation |  |                          
|Posts
    Installed                        |  |                          
|Rack
    Mounted on Posts                  |  |                          
|Panels
    Mounted                         |  |                          
|Inverters/Transformers
    Set             |  |                          
|Underground
    cables, DC & Med. Voltage  |  |                          
|Combiner
    Boxes and String Wiring       |  |                          
|Total                                      |  |                          





“Authorized
Representative” has the meaning set forth in Section 2.7(c).



“Business
Day” means any day other than a Saturday, Sunday or a legal holiday in the State in which the Site is located. In the
event a time period set forth in this Agreement or theScope
of Work expires on a Day that is not a Business Day, such period shall be deemed toexpire
on the next Business Day thereafter.



“Change
Order” has the meaning set forth in Section 2.7(a).



“Change
Order Request” has the meaning set forth in Section 2.7(a).



“Close-out
Documents” has the meaning set forth in Section 4.2.



“Commencement
Date” means the first date on which Subcontractor commences performanceof
the Work at any Site.



“Confidential
Information” has the meaning set forth in Section 12.1.



“Contract
Documents” has the meaning set forth in Section 1.3.



“Contract
Price” has the meaning set forth in Section 5.1.



“Contractor”has the meaning set forth in the preamble hereto.



“Contractor
Hazardous Materials” has the meaning set forth in Section 2.10.



“Contractor
Parties” has the meaning set forth in subsection (a) of Section 1.1



“Contractor
Taxes” means any and all Taxes imposed under Applicable Law in respect ofthe
income or gross income of Contractor, the Contractor’s office location or Contractor’semployment
of its employees.





6







“Contractor
Caused Delay” means any delay caused by any breach by Contractor of the terms and conditions of this Agreement,
the unexcused failure by Contractor to perform itsobligations
hereunder or Contractor’s negligence or willful misconduct.



“Contractor
Financing Parties” means (a) any and all third party lenders (that is,unaffiliated
with Contractor) providing senior or subordinated construction, interim or long-termdebt
financing or refinancing to Contractor, including without limitation, pursuant to a sale-leaseback
financing; and/or (b) any and all third party equity investors (that is, unaffiliated withContractor),
directly or indirectly, in Contractor providing tax equity investment or leveragedlease-financing
or refinancing; in each case in connection with the System, and, in each case, anytrustee
or agent acting on behalf of such lenders or investors



“Contractor
Indemnified Parties”has the meaning set forth in Section 7.1(a).



“Contractor
Permits” means the Permits for which Contractor is responsible, as specified inthe
Scope of Work in addition to any other permits not specified in the Scope of Work that maybe
required for the siting, ownership, operation or maintenance of the System



“Contractor
Person”has the meaning set forth
in Section 2.7(c).



“Customer”for each System has the meaning set forth in the respective Project Agreements and listed in Exhibit G.



“Day”means a calendar day unless it is specified that it means a Business Day.”



“Defect
Warranty” means the warranty provided by Subcontractor pursuant to Section 11.2.



“Design
Materials” means the System and System component description, mechanicaland electrical drawings, detailed Project Schedule and related documents attached
as Exhibit C andsubmitted or to be submitted, including any amendment/modification made thereto pursuant to Section 2.7, in connection with any
System after the Effective Date ascontemplated
in Section 2.2.



“Design
Warranty” means the warranty provided by Subcontractor pursuant to Section 11.3



“Disclosing
Party” has the meaning set forth in Section 12.1



“80%
Completion Condition” has the meaning set forth in Section 4.3(j).



“Effective
Date” means the date set forth in the preamble hereto



“Environmental
Laws” means any and all Applicable Laws and Permits issued,promulgated
or entered into by any Governmental Authority relating to the environment or thetreatment,
storage, disposal, management, release or threatened release of Hazardous Materials,in
each case as in effect on the date hereof and as may be issued, promulgated or amended fromtime
to time.





7







“Environmental
Reports” means the Phase I environmental site assessment(s) with respectto
the Site or any other written materials addressing environmental conditions at the Site listed inSchedule
10.2 attached to this Agreement.



“Expected
Capacity” means the monthly AC generation values set forth in Table 1 of Exhibit I attached hereto



“Final
Completion”means satisfaction
by Contractor or waiver by Contractor of all of theconditions
for Final Completion set forth in Section 4.4



“Final
Completion Date”has the meaning set forth in Section
4.1



“Final
Completion Deadline”has the meaning set forth in Section 2.3.



“Final
Completion Notice” means the notice that shall be issued by Contractor upon Final Completion as provided in Section
4.1.



“Final
Designs”has the meaning set forth in Section 2.2 (c).



“Force
Majeure Event”means any
event, condition or circumstance or combinationthereof
that adversely affects or causes delay in or failure of performance by either Party of itsobligations
under this Agreement or, in the case of Subcontractor, increases its costs to completethe
Work to an extent that causes material harm, such event, condition or circumstance:



(a)is beyond the reasonable control of the
affected Party;



(b)
is not the result of any willfulmisconduct,
negligent acts, omissions or fault of the affected Party (or any third party over whom the affected Party has control, including,
in the case of Subcontractor, any Sub-subcontractor
or vendor, except to the extent that the performance by such Sub-Subcontractor orvendor
would itself be excused as a result of Force Majeure Event if such performance wereundertaken
directly by Subcontractor); and



(c)
the effects of which cannot reasonably be prevented, overcome or avoided by the exercise
of due diligence in observance of IndustryStandards by the affected Party. The following
(to the extent consistent with the foregoing) areexamples of Force Majeure Events:
Unforeseen Site Conditions; acts of God; act of war, rebellion,sabotage or terrorism;
fires, floods, explosions, hurricanes, typhoons, winds in excess of ninety(90) mph,
tsunamis, volcano eruptions, earthquakes, tornados excessive rain that makes work on the site impractical, or other extreme unanticipatednatural conditions; industry-wide or non-Site specific strikes; and compliance with
an order orrequest of any Governmental Authority and acts or omissions of any Governmental
Authority after the Effective Date (including the adoption or change in any Applicable Law and, despitesuch
Party’s reasonable and diligent efforts to obtain Permits, delays in permitting).





8







Notwithstanding
the foregoing, the following shall not constitute a “Force Majeure Event” forthe
purposes of this Agreement:



| | (i)   | inability or failure by a Party to make payment for any reason, including economic hardshipor lack of funds,                                                          
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | failure by a third party to perform, except to the extent that the performanceby such third party would itself be excused as a result of Force Majeure Event,         
| | (iii) | non-industry-wide strikes or other labor actions, and                                                                                                                 
| | (iv)  | labor, materials, supplies or equipment shortages orlate deliveries, except to the extent that the shortage or late delivery is itself caused by a ForceMajeure Event.



“Geotech
Report” means the geotechnical report or reports of the sites furnished by Contractor to Subcontractor.



“Governmental
Authority” means any federal, state, local or other governmental,regulatory
or judicial agency, authority, public utility, or other entity having legal jurisdictionover
the Site or the System.



“Hazardous
Material” means all pollutants, contaminants and chemicals and any othercarcinogenic,
ignitable, corrosive, reactive, toxic or otherwise hazardous substances (and materials and
substances containing or contained by the foregoing) subject to regulation, controlor
remediation under applicable Environmental Laws.



“Industry
Standards” shall mean those standards of care and diligence normally practicedby
an experienced solar engineering, construction and installation firms in performing services ofa
similar nature in the United States of America and in accordance with good engineering designpractices,
applicable Permits, and other standards established for the Work. Industry Standardsare
not intended to be limited to the optimum method to the exclusion of all others, but rather toinclude
a spectrum of reasonable and prudent methods. In the event of any conflict between theterms
of this Agreement and Industry Standards, the terms of this Agreement shall control overany
inconsistent Industry Standards.



“Insolvency
Event” with respect to a Person means such Person becomes insolvent, or institutes or has instituted against
it a case under Title 11 of the United States Code, is unable topay
its debts as they mature or makes a general assignment for the benefit of its creditors, or if areceiver
is appointed for the benefit of its creditors, or if a receiver is appointed on account ofinsolvency.



“Limited
Notice to Proceed” has the meaning set forth in Section 2.3.



“Liquidated
Damages Schedule” means the schedule of liquidated damages attached hereto
as Exhibit B.



“Measured
Capacity”means the actual AC generation capacity for each System or the Systems, as defined in Section 5.3 of Exhibit
I.



“MechanicalCompletion”meanssatisfactionbyContractor orwaiverbyCustomer ofallof theconditionsforMechanicalCompletionsetforthinSection4.3.





9







“Mechanical
Completion”shall have the meaning as set forth in Section 4.3.



“Mechanical
Completion Date”has the meaning set forth in Section 2.3.



“MechanicalCompletionNotice”meansthe
noticethatshallbeissuedbyContractoruponMechanicalCompletionasprovidedinSection4.1.



“Notice
to proceed” has the meaning set forth in Section 2.3.



“O&M
Agreement” means the Operations and Maintenance Agreement betweenCustomer
and Contractor entered into on or about the date hereof.



“Parties”means Contractor and Subcontractor collectively, and each of them may be referred to
as a “Party.”



“Performance
Target” for each System means 100% of the Expected Capacity, as defined herein and more fully described in Table 1 of
Exhibit I attached hereto; in connection therewith, “Acceptable Performance Target” shall mean 97% of the Performance
Target, and (y) “Minimum Performance Target” shall mean 94% of the Performance Target.



“Permit“means any federal, state, regional or local license, authorization, certification,filing,
recording, permit or other approval with or of any Governmental Authority, including anyenvironmental,
construction or operating permit that is required by Applicable Law or that isotherwise
necessary for the performance of the Work.



“Person”means any individual, corporation, partnership, company, joint venture,association,
trust, unincorporated organization or Governmental Authority.



“Progress
Billing” means an invoice submitted to Contractor by Subcontractor on the 15th or 30th day of
each calendar month (or, if such a date is a holiday, then the first Business Day thereafter) (each a “Billing Date”)
for Work performed hereunder and not previously invoiced through the Billing Date.



“Progress
Payment” means payment for any Progress Billing rendered in accordance with this Agreement. All Progress Payments shall
be made on or prior to the 30th day following the Billing Date (or the first Business Day thereafter if such date is
not a Business Day) to which it pertains. 10% retention will be held on such billings. Retention will be released no later than
fifteen (15) days after Final Completion as defined in Section 4.5 of this agreement.



“Project”means those certain Systems to be installed at the sites described in Exhibit G,each
a “Site” and collectively “Sites”..





10







“Project
Agreements” means



| | (a) | the
                                         power purchase agreement (or similar arrangement)with
                                         the off-taker to which Customer or the Project Company, as applicable, is a party;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | thelease(s),
                                         easement(s), access agreements, crossing agreements or other similar real propertyarrangements
                                         with respect to the Sites to which Customer or Project Company, as applicable, isa
                                         party, in each case in connection with the System and that has been provided to Contractor
                                         priorto
                                         the Effective Date (or if not in place as of the Effective Date, reasonably in advance
                                         of the Noticeto
                                         Proceed);
| | (c) | the
                                         Environmental Report(s) (or similar agreement) with respect to the Sites towhich
                                         Customer or Project Company, as applicable, is a party, in each case in connection with
                                         theSystems;                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | Interconnection
                                         Agreement for the Systems between applicable public utility to which Customer or theProject
                                         Company, as applicable, is a party;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | any
                                         Conditional Use Permit (or similar agreement)with
                                         respect to the Sites to which Customer or Project Company, as applicable, is a party,
                                         in each case in connection with the System                                                                                                                                                                                                                                                                                                                                                                                                



“Project
Company” means each of companies set forth in Exhibit G.



“Project
Schedule” means the schedule for the performance of the Work by Subcontractor,set
forth in Exhibit H, as related to the Scope of Work, and further defined and read in conjunction with Section 2.3 hereunder.



“Punch
List” has the meaning set forth in Section 4.2.



“Receiving
Party” has the meaning set forth in Section 12.1.



“Scope
of Work” means the scope of work attached as Exhibit F, which comprises the layout, specifications, description,
Work, materials, Project Schedule, Permits, Contract Priceand
all other information necessary to design, engineer and construct the Systems at the Sites and perform all of the Work with respect
thereto compliant with Exhibit I, and the Design Materials.



“Specifications”means the specifications with respect to each System, as set forth in theScope
of Work and as provided in the Design Materials.



“Subcontractor”has the meaning given to such term in the preamble hereto.



“Subcontractor
Indemnified Parties”has the meaning set forth in Section 7.2.



“Subcontractor
Permits” means the Permits for which Subcontractor is responsible, asspecified
in the Scope of Work in addition to any other permits not specified in the Scope ofWork
that may be required for the construction of the System.





11







“Subcontractor
Taxes” means any and all Taxes imposed under Applicable Law in respectof
the income or gross income of Subcontractor, the Subcontractor’s office location orSubcontractor’s
employment of its employees.



“Subcontractor
Warranty” means the Defect Warranty and the Design Warranty.



“Sub-Subcontractor”means any Person retained, directly or indirectly, by Subcontractorin
each case as an independent contractor to perform services for Subcontractor in discharge of aportion
of the Work, excluding Suppliers.



“Substantial
Completion” means satisfaction by Subcontractor & Contractor or waiver byCustomer
of all of the conditions for Substantial Completion set forth in Section 4.4.



“Substantial
Completion Date” has the meaning set forth in Section 4.1.



“Substantial
Completion Deadline”has the meaning set forth in Section 2.3.



“Substantial
Completion Notice” means that notice provided by Subcontractor certifyingthat
the System has achieved Substantial Completion as provided in Section 4.1.



“Supplier”means a Person of any tier of supply that supplies equipment or materials andis
not supplying services to Subcontractor at the Site in discharge of a portion of the Work.



“System”means any solar photovoltaic system identified in the Scope of Work compliantwith
Exhibit I (together “Systems”).



“System
Commissioning Tests”means the tests described in Exhibit I attached to thisAgreement,
conducted with respect to the commissioning of any System in accordance withExhibit
I attached to this Agreement.



“System
Performance” means the actual performance and reliability, including without limitation the Measured Capacity, of any System.



“System
Performance Tests” means the tests procedures and methods described in Exhibit I attached to thisAgreement,
conducted with respect to the determination of performance Measured Capacity and reliability of any System, inaccordance
with Exhibit I attached to this Agreement.



“Taxes”means any and all taxes, charges, duties, imposts, levies and withholdingsimposed
by any Governmental Authority, including sales tax, use tax, income tax, withholdingtaxes,
corporation tax, franchise taxes, margin tax, capital gains tax, capital transfer tax,inheritance
tax, value added tax, customs duties, capital duty, excise duties, betterment levy,stamp
duty, stamp duty reserve tax, national insurance, social security or other similarcontributions,
and any interest, penalty, fine or other amount due in connection therewith, but notincluding
costs payable to a Governmental Authority incurred in connection with the applicationfor
and issuance of any applicable Permit.





12







“Unforeseen
Site Conditions” means



| | (a) | any
                                         geological or geotechnical conditions at the Site that are not disclosed in the Geotech
                                         Report(s) or                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | any
                                         other special conditions at the Site that are not disclosed in any other report(s) or
                                         account(s) that are made available by Contractor or Customer to this Subcontractor in
                                         connection thereto, or that a reasonably prudent contractor undertaking construction
                                         of a solar facility similar to the Work would not have discovered in the course of a
                                         reasonable investigation of the Site prior to commencement of construction,



“Work”has the meaning set forth in Section 2.1.



“Work
Product” has the meaning set forth in Section 13.11.



1.2Rules
of interpretation. Unless otherwise manifestly required by the context inwhich any term appears:

(a)
            	Capitalized terms used in this Agreement shall have
the respectivemeanings set forth in
this Section 1;

(b)
	           The singular shall include the plural and vice versa;

(c)The word “including” (or “include”) shall mean “including, without limitation,” in all
instances;

(d)
          	 Reference’s to “Sections”,
“Schedules” and “Exhibits” shall be to sections, schedules andexhibits
of this Agreement;

(e)	            The
words “herein”, “hereof” and “hereunder” shall refer to thisAgreement
(or the certificate or other document in which they are used) as a whole and not toany
particular section or subsection hereof (or such certificate or document); and

(f)
	            Reference’s tothis
Agreement shall include a reference to all schedules and exhibits hereto, as the same may beamended,
modified or supplemented from time to time,

(g)           
Word’s “shall” and “will” have thesame
meaning;

(h)
	           Reference’s to any Person include that Person’s
successors and assigns (withoutaffecting
any limitations, restrictions or prohibitions on assignment);

(i)            	“or”
is used in theinclusive sense of “and/or”;
and

(j)
	           Headings are for purposes of reference only and shall nototherwise
affect the meaning or interpretation of any provision hereof.



1.3Contract
Documents. The “Contract Documents” consist of the followingdocuments:



(a)	    All
written, executed and effective modifications, amendments, including without limitation the Final Designs, and allwritten
and effective Change Orders to this Agreement;

(b)this
Agreement;

(c)all
Exhibits attached hereto; and

(d)the
Design Materials after the same have been approved pursuant to Section2.2.



1.4Conflicting
Provisions. In the event of any conflict or inconsistency betweenany
of the Contract Documents, the document appearing higher in the list of Contract Documentsset
forth in Section 1.3 (where applicable) will prevail and be given priority. Subject to theforegoing,
the several documents and instruments forming part of this Agreement are to be takenas
mutually explanatory of one another and in the case of ambiguities or discrepancies within orbetween
such parts the same will be explained and interpreted, if possible, in a manner whichgives
effect to each part and which avoids or minimizes conflicts among such parts. No oralrepresentations
or other agreements have been made by the Parties except as specifically statedin
the Contract Documents.





13







ARTICLE
2THE WORK



2.1Scope of Work / Price.



(a)          	Subcontractor
shall provide, on aturnkey basis and at
the price set forth in Section 5.1(a) of this Agreement, all professional designand
engineering services, equipment procurement not furnished by owner, supervision, labor,materials,
supplies, equipment, tools, construction equipment and machinery, utilities,transportation,
and procurement of Subcontractor Permits in conformity with the Scope of Workcompliant
with Exhibit I, and other facilities, items and services, in each case to the extentnecessary
to design, install, procure, construct and complete the System in accordance with theSpecifications
and the Contract Documents (the “Work”).



(b)Subcontractor
shall have the responsibility for and sole control over theengineering,
design and construction means, methods, techniques, sequences, and procedures and for coordination of all portions of the Work
unless and to the extent otherwise providedherein.
Subcontractor and its Sub-Subcontractors will perform all Work efficiently and with therequisite
expertise, skill, competence, resources and care to satisfy the requirements of the Contract Documents, the Project Agreements,
Industry Standards and all Applicable Law ineffect
at the time the Work is performed.



(c)While
performing the Work at the Site, Subcontractor will comply with the safety, access and operational
restrictions established by the Customer, or if Customer leasesthe Site from a third
party, by the owner of the Site pursuant to the applicable Project Agreement(or
any other applicable offtake agreement, lease or similar agreement), a copy of which isattached
hereto as Exhibit F and any other requirements imposed by Applicable Law.



2.2Design.



(a)         	Subcontractor
shall perform design and engineering services, using qualified architects, engineers and
other professionals approved by Contractor.



(b)        	Subcontractor
shall prepare and submit to Contractor all designs, drawings and specifications
for each System and other work required to prepare the Sites as necessary for completion of the Work, in accordance with the
Scope of Work set forth in Exhibit F attached hereto.





14







(c)	         Contractor
shall promptly review the documents so submitted and provide anycomments in writing
to Subcontractor within ten (10) Business Days after receipt of the documents.If Subcontractor determines, in its reasonable
judgment, that one or more of Contractor’s comments are not consistent with the Scope
of Work or that incorporating such comments inthe Specifications would increase the
Contract Price or adversely (from Subcontractor’sstandpoint) affect the Project
Schedule or affects Subcontractor’s ability to provide the Warrantiesor to
comply with any other provision of this Agreement, Subcontractor shall promptly (but inany
event within ten (10) Business Days) notify Contractor of Subcontractor’s objections orconcerns
regarding such comments. Contractor and Subcontractor shall use commerciallyreasonable
efforts to resolve their differences at the earliest possible date (but in any event within ten (10) business days) as to the
comments not agreed to by the Parties. Subcontractor shallincorporate Contractor’s
comments, to the extent agreed upon by the Parties or such commentsare determined to be reasonable following resolution
of the dispute, into the final designs, drawings and specifications, as applicable. Such
final designs, drawings, and specifications,provided they are acceptable to Contractor
(the “Final Designs”), shall be part of the Contract Documents used for theWork
and, if and to the degree that such Final Designs are inconsistent with the Specifications, the Final Designs shall constitute
an amendment to the Specifications. Subcontractor shall make best efforts to inform Contractor in writing of material deviations
from the original Contract Documents that are included in the Final Designs prior to Contractor’s approval thereof. If Contractor
fails to provide comment on designs, drawings and specifications within ten (10) Business Days of submission by Subcontractor,
documents shall bedeemed accepted.



(d)
        	Subcontractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by Contractor’s
approval of the designs, drawings, specifications, or similar submittals unless Subcontractor has specifically informed Contractor,
in writing or in the submittal(s), of such deviation at the time of the submittal and Contractor has given written approval of
the deviation or failed, within ten (10) Business Days after such submittal, to provide a written objection to such deviation
by Subcontractor.



(e)
	         Subcontractor will maintaina current,
complete set of drawings andSpecifications
at the Site;



(f)     
    	Subcontractor representsand
warrants to Contractor that all designservices
performed by Subcontractor and its Sub-subcontractors will be performed inaccordance
with the standard of care and skill accepted for the design of solar powergeneration
facilities in the state where the Site is located during the relevant period of time. Anyprofessional
services to be performed as part of the Work for which Applicable Law requires a license or registration will be performed
by duly licensed or registered personnel; and



(g)	   
     Subject to Section 2.2(c) and 2.2 (d) above, with respect to design and engineering,no
reviewof, approval of, or comments
on, any information provided to Contractor by Subcontractor or anySub-subcontractor,
and no failure by Contractor to review or comment on any such information,shall
be deemed to be an acceptance of the Work or any portion thereof by Contractor, nor to causea
transfer of responsibility for such information to Contractor. Failure of Contractor or itsrepresentatives
to discover errors or omissions in information that it has reviewed, or to inform Subcontractor that Sub-subcontractors or
others are not in compliance with the information, or to direct or enforce procedures for complying with such information,
shall not relieve Subcontractorfrom
its sole responsibility to perform and complete the Work in accordance with the ContractDocuments.





15







2.3           
	Project Schedule. Without affecting the right of Subcontractor to enter or access the Site for thepurpose
of conducting diligence activities, and without affecting design or engineering activitiesto
be performed off Site prior to the commencement of physical work at the Site, Subcontractorshall
not commence performance of the Work at the Site until Contractor gives written notice to
Subcontractor authorizing it to commence (the “Notice to Proceed” or “NTP”). At anytime
following the Effective Date and before issuance of the NTP, Contractor may atContractor’s
sole discretion, issue to Subcontractor a limited notice to proceed (“Limited Notice toProceed”or “LNTP”). Subcontractor shall perform its obligations
under this Agreement in adiligent and expeditious manner and use its commercially reasonable efforts to perform the Work
in conformity with the Project Schedule. Subcontractor shall promptly notify Contractorin
writing of any event or circumstance that may materially adversely impact the Project Scheduleand,
to the extent the impact is not due to a Force Majeure Event, Unforeseen Site Condition ora
Contractor Caused Delay, Subcontractor shall, at its expense, be responsible for taking allcommercially
reasonable actions, including the addition of manpower or extended work schedules or the procurement of additional equipment,
supplies or manpower, necessary to alleviate adverseimpacts therefrom, including without
limitation a failure to meet the respective deadlines for Mechanical and Substantial Completion of each System. Subject to a Force
Majeure Event or ContractorCaused
Delay, the Mechanical Completion Dates for each System shall be no later than the dates shown in Item 11 of Exhibit F (each a
“Mechanical Completion Deadline”);provided that the 80% Completion Condition shall have been achieved no later than December 31, 2015,the SubstantialCompletion
Dates for each System shall be no later than the dates shown inItem
11 of Exhibit F(each, a “Substantial
CompletionDeadline”);
and the Final Completion Dates shall be no later than the dates shown inItem
11 of Exhibit F(each, a “FinalCompletion Deadline”).



2.4      
   	Progress Meetings. Subcontractor shall arrange and conduct
progress meetingswith Customer and Contractor at least every two weeks following
the CommencementDate or otherwise as agreed between the
Parties.



2.5          	Standard
of Performance. Subcontractor shall cause the Work to be performedin compliance with the Contract Documents, the
Project Agreements, Industry Standards, and Applicable
Law. Work that is required under Applicable Law to be performed by licensedpersonnel
shall be performed by duly licensed personnel.



2.6         
Subsidies; Incentives; Tax Credits.



(a)Subcontractor
shall provide reasonable assistance and cooperation toContractor in the preparation and submittal of all necessary
applications or other documentation
necessary for Contractor to participate in any subsidy, rebate or other incentiveprogram
offered with respect to the System by any public utility or Governmental Authority, including
by providing to the Contractor for use by the Contractor or its designee, to the extentsuch
information is reasonably available to Subcontractor without incurring undue cost or burdenthe
following: (i) a written confirmation of the nameplate capacity of the System, and (ii) a costbreakdown
of all charges of Subcontractor’s actual construction and procurement costs(providedthat
Subcontractor shall submit such cost breakdowns in good faith but shall bear noresponsibility
for the calculation of cost basis). Subcontractor shall attend all Site verificationvisits
conducted by the applicable public utility or Governmental Authority and shall providereasonable
assistance and cooperation to Contractor in satisfying the requirements of any subsidy,rebate
or other incentive program offered with respect to the System. Subcontractor’s obligationsunder
this Section shall expire on the first anniversary of Substantial Completion of the System unless this Agreement is
terminated earlier in accordance with the terms hereof.





16







(b)The
Parties acknowledge and agree that any benefits payable under anySubsidy, rebate or other incentive program offered
with respect to the System by any public utility
or Governmental Authority or any tax credits associated with the ownership of the System will be paid directly to, or shall
be retained by, Contractor. Subcontractor makes no representationor
warranty as to the amount or availability of any subsidy, rebate or other incentive with respectto
the System or tax credit or tax benefit or any other incentives or credits available or perceivedor
believed to be available from any utility, Governmental Authority or any other Person,and
assumes no responsibility or liability in connection therewith. Contractor shall be solely responsible for determining the
availability of any such subsidy, rebate or other incentive or taxcredit
or tax benefit (or other incentive) related to the System and negotiating with, or obtaining payment in respect thereof
from, any utility or Governmental Authority.



2.7Change
Orders.



(a)Generally.Each Party may, upon Notice to the other Party, request aChange to the Specifications, the Work, or the System by issuing a written request (the “Change OrderRequest”)which shall include:



| | (i)   | A reference to this Agreement,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | The requested changeto
the Work, including the particular portion of the Work or Specification to be modified and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii) | The
                                         effects (if any) of the Change Order Request, if agreed and implemented, on the ProjectSchedule,
                                         the Contract Price or, in the case of a Change Order Request by Contractor, otherSubcontractor
                                         obligations under this Agreement. A “Change Order”means a written
                                         change to theSpecifications,
                                         the Work, or the System that has been executed by both Contractor andSubcontractor
                                         in accordance with this Agreement (or that is required to be so executed pursuantto
                                         the terms hereof).



(b)Change
Order Costs and Pricing.



| | (i) | If
                                         a Change Order Request contemplates a change in ContractPrice,
                                         but no change in the size (in MW) of the System, such changes shall becalculated
                                         using the methodology consistent with the Parties’ determination of theLump
                                         Sum.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17







| | (ii)  | If
                                         a Change Order Request contemplates a change in ContractPrice
                                         due to an increase in size (in MW) of the System, the Contract Price shall beproposed
                                         by Subcontractor and agreed to by the Parties in accordance withthis
                                         Section 2.7.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii) | If a Change Order Request contemplates a change
in Contract Price due to adecrease in size
(in MW) of the System, the Contract Price shall be proposed byContractor
and agreed to by the Parties in accordance with this Section 2.7.                                                                                                                                                                       



(c)        	 Subcontractor
Change Order Request. Subject to the limitations set forth,herein, Subcontractor
shall be entitled to a Change Order to the extent of any actual anddemonstrable
impact to Subcontractor regarding the Work only upon the occurrence of any ofthe
following:



| | (i)   | any or all of the Work is delayed, suspended or accelerated byContractor or any Person acting for or on behalf of Contractor (not includingSubcontractor and any of its Sub-subcontractors or suppliers) (such Persons,together with Contractor, “Contractor Persons”),including Contractor’s failure to issue the Commencement Notice on or before the date specified for theCommencement Notice on the Project Schedule, other than by Contractor’sproper exercise of its rights under this Agreement related to default or failure toperform by Subcontractor, such as the exercise by Contractor of the right to havedefective or non-conforming work corrected or re-executed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ii)  | any breach by Contractor or any Contractor Person of the terms andconditions of this Agreement or the unexcused failure by any Contractor Person toperform its obligations hereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iii) | Subcontractor is not permitted access to the Site, including pursuantto the Project Agreements, except where Site access is prohibited due toSubcontractor’s breach of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iv)  | a change in Applicable Law occurring after the Effective Date thatmaterially affects Subcontractor’s performance hereunder and the Scope of Workother than a change in Applicable Law which generally affects all of Subcontractor’sor its Subcontractors’ operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (v)   | the occurrence or effect of a Force Majeure Event (including the discovery of any Unforeseen Site Condition), as provided in Section 2.11 below,including Work required or expenses or costs incurred in connection withmitigating the effect of a Force Majeure Event; orto the extent it has the effect of delaying Work or increasing Subcontractor’s costs, or both, (i) breach by Contractor, Customer or the ProjectCompany, as applicable, of its obligations under any of the Project Agreements,or (ii) amendment, modification or waiver of any Project Agreement (not expresslyconsented to by Subcontractor in writing);provided,that, in all cases, Subcontractor shall use commercially reasonable efforts, at no costto Subcontractor, to overcome or mitigate the effects of such occurrence, including throughreasonable reallocation of its personnel and resequencing of the Work.Notwithstanding anything to the contrary in this Section 2.7(c), the Subcontractor shall be entitled to an increase in the Contract Price pursuant to a Change Order resulting from the occurrence of events or circumstances provided for in clause (iv) or clause (v) of Section 2.7(c) only to the extent of the excess of the amount by which the Contract Price would, but for this paragraph, be increased as a result of the occurrence of events or circumstances provided for in clause (iv) or clause (v) of this Section 2.7.





18







(d)Procedure.

| | (i) | If
                                         Subcontractor is entitled to a Change Order pursuant to clause (c)above,
                                         Subcontractor shall submit a Change Order Request to Contractor for itsreview
                                         and approval within seven (7) Days of the date Subcontractor becomesaware
                                         of the facts and circumstances that permit Subcontractor to request a Change
                                         Order. Within five (5) Business Days after receipt of a Change OrderRequest
                                         and all accompanying information necessary to support and evaluate theChange
                                         Order Request from Subcontractor, Contractor shall either (i) execute and
                                         deliver such Change Order as provided by Subcontractor or (ii) request thatcertain
                                         amendments or modifications be made to such Change Order Request orrequest
                                         additional information required by Contractor for evaluation of theChange
                                         Order Request. Any Change Order Request that proposes an increase inthe
                                         Contract Price must be accompanied by documentation supporting theamount of the
                                         proposed increase. Except in the case of an emergency, Work related to any Change Order
                                         Request shall not be performed until a Change Order
                                         is executed by both Parties (providedthat any delay in executing a ChangeOrder
                                         to which Subcontractor is entitled hereunder beyond the five (5) BusinessDay
                                         period referenced above may itself give rise to additional compensation orschedule
                                         relief for Contractor). If Contractor timely requests amendments or modifications to
                                         the Change Order Request, the Parties shall negotiate in goodfaith
                                         in an attempt to agree on the terms of a Change Order. All executed ChangeOrders
                                         are hereby incorporated by reference into this Agreement and the Scope ofWork.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19







| | (ii) | If
                                         Contractor is entitled to a Change Order pursuant to clause (b)(iii)above,
                                         Contractor shall submit a Change Order Request to Subcontractor for its review and approval
                                         within seven (7) Days of the date Contractor becomes awareof
                                         the facts and circumstances that permit Contractor to request a Change Order.Within
                                         five (5) Business Days after receipt of a Change Order Request and allaccompanying
                                         information necessary to support and evaluate the Change Order Request from Contractor,
                                         Subcontractor shall either (i) execute and deliver suchChange
                                         Order as provided by Contractor or (ii) request that certain amendmentsor
                                         modifications be made to such Change Order Request or (iii) request additionalinformation
                                         required by Subcontractor for evaluation of the Change OrderRequest.
                                         Any Change Order Request that proposes a decrease in the Contract Pricemust
                                         be accompanied by documentation supporting the amount of the proposeddecrease.
                                         Except in the case of an emergency, Work related to any ChangeOrder
                                         Request shall not be performed until a Change Order is executed by both Parties (providedthat any delay in executing a Change Order to which Contractoris
                                         entitled hereunder beyond the five (5) Business Day period referenced abovemay
                                         itself give rise to additional compensation or schedule relief for Contractor).If
                                         Subcontractor timely requests amendments or modifications to the ChangeOrder
                                         Request, the Parties shall negotiate in good faith in an attempt to agree on
                                         the terms of a Change Order. All executed Change Orders are herebyincorporated
                                         by reference into this Agreement and the Scope of Work.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(e)           Equitable
Adjustment. If the Parties cannot agree on the cost or any otherterm
or condition of a Change Order Request, Subcontractor shall have no obligation to implementthe
Change Order if such Change Order Request was requested by Contractor. Subcontractorshall
provide all documentation reasonably requested by Contractor for the review of any Change Order Request and, to the extent Contractor
determines Subcontractor is entitled to such Change Order Request, it shall pay such additional
amounts to Subcontractor. In theevent the Parties disagree on Subcontractor’s
right or Contractor’s right to such a Change Orderor the amount of such Change
Order, the Parties shall meet and discuss such equitableadjustment Change Order in
good faith; provided, however, Subcontractor shall not be eligibleto claim
or receive a Change Order if based on any fault, error or omission of Subcontractoror Subcontractor’s breach of
this Agreement.



(f)          Emergencies.In any emergency affecting the safety of persons orproperty,
Subcontractor will take commercially reasonable steps to prevent threatened damage,injury
or loss. Subcontractor will notify Contractor of the emergency as soon as practicable andin
any event within 48 hours after Subcontractor becomes aware of the emergency. The noticeto
Contractor will describe the emergency in detail, including a reasonable estimation of itsexpected
duration and impact, if any, on the performance of Subcontractor’s obligationshereunder.
Any change in the Contract Price or the Project Schedule on account of the emergencywork
will be determined as provided in this Section 2.7.





20







(g)Change
Order Disputes. If the Parties are unable to reach agreement on aChange
Order, or the effects (if any) on the Project Schedule, Contract Price or, in the case of aChange
Order Request by Contractor, other Subcontractor obligations under this Agreement,then
either Party may submit the matter to dispute resolution pursuant to Section 13.9.Subcontractor
shall not suspend, in whole or in part, performance of this Agreement during anydispute
over any Change Order other than with respect to the Work that is the subject of the ChangeOrder.
Contractor shall continue to pay undisputed amounts.



2.8Work
Site Supervision; Safety; Maintenance of Site.



(a)         	Subcontractor
shall supervise and direct all Work performed hereunder,and
shall be solely responsible for and have exclusive control over the means, methods,techniques,
sequences and procedures employed, subject to the terms and conditions of the Contract Documents.



(b)Subcontractor
will, in accordance with Industry Standards, undertakesecurity
measures at the Site at all times during the term of this Agreement to prevent vandalism,theft
and danger to the Site and personnel working at the Site. Subcontractor will, in accordancewith
Industry Standards, conduct its operations in a manner so as to minimize the risk of loss,theft
or damage to the Site and the System, and shall repair or replace any damage or loss to the Site or the System arising from its
failure to comply with this Section 2.8(b).



(c)Subcontractor
shall keep each Site reasonably free of materials andaccumulation
of waste caused by the Work (to the extent generated by Subcontractor or anyoneunder
Subcontractor’s direct control) to permit Subcontractor to perform the Work efficiently,safely and without interfering with the use
of adjacent portions of the Site or adjacentproperties.
Reasonably promptly after Substantial Completion of the System, Subcontractor shall remove from the Site all waste, tools and
equipment introduced to the Site by Subcontractor (otherthan
tools and equipment required for achievement of Final Completion).



(d)Subcontractor
shall comply with all Site rules and regulations and shallmaintain the Site and conduct the Work in a manner that
does not violated the Project Agreements or
adversely affect or interfere in any material respect with the operations of any adjacent ornearby
business or property.



2.9           Delay. If Subcontractor’s performance hereunder is delayed by any event orcircumstance
described in clause (c) of Section 2.7, Subcontractor shall not be deemed in breachof
this Agreement and shall be entitled to a Change Order in accordance with Section 2.7.Subcontractor
shall use reasonable diligence to avoid or minimize the cause of such delay and shall,as
soon as practicable, notify Contractor thereof.





21







2.10        
Hazardous Materials.



(a)        Subcontractor
Hazardous Materials.Subcontractor
shall have noresponsibility for detection,
abatement, remediation, removal or disposal of any HazardousMaterial,
except for (i) any release, disturbance or discharge of any Hazardous Materials existing atthe
Site on, prior to, or after the Effective Date to the extent Subcontractor (or Subcontractor’s Subsubcontractors,
Suppliers, agents or other parties acting on behalf of Subcontractor) negligently orwillfully
causes them to be released, disturbed or discharged, or (ii) all Hazardous Materialsbrought
onto, created at or introduced to the Site by Subcontractor (or Subcontractor’s Sub- subcontractors, Suppliers, agents,
or other parties acting on behalf of Subcontractor) (clauses (i)and
(ii) collectively, “Subcontractor Hazardous Materials”). In the event that Subcontractor becomes
aware of the presence of, or exposure of persons to, any Hazardous Material at the Site, Subcontractor shall inform Contractor
by Notice as soon as practicable. Contractor shallnot be responsible for, and Subcontractor
shall bear full responsibility and remediation costsrelating to Subcontractor Hazardous
Materials.



(b)Hazardous
Materials Indemnification by Contractor. Contractor herebyspecifically
agrees to indemnify, defend and hold Subcontractor and its Sub-subcontractors, andits
and their present and future direct or indirect parents, subsidiaries, affiliates, divisions, andtheir
respective directors, officers, employees, shareholders, agents, representatives, successorsand
assigns harmless from and against any and all losses, liabilities, claims, demands,damages,
causes of action, fines, penalties, costs and expenses (including all reasonableconsulting,
engineering, attorneys’ or other professional fees, whether or not a lawsuit or anadministrative
enforcement action is brought), that they may incur or suffer by reason of: (i) the existence,
uncovering or unveiling, or any release of a Hazardous Material on, to or from theSite (except for Subcontractor Hazardous
Materials); (ii) any enforcement or compliance proceeding commenced by or in the name of
any Governmental Authority because of an alleged,threatened or actual violation
of any Applicable Law by Contractor or because of the presenceon the Site of Hazardous Materials (except for Subcontractor
Hazardous Materials); and (iii) any action reasonably necessary to abate, remediate or prevent
a violation or threatenedviolation of any Applicable Law by Contractor or any other
Person, other than Subcontractor (or Subcontractor’s Sub-subcontractors, Suppliers, agents, or other parties acting on behalf
ofSubcontractor), in connection with the foregoing.



(c)           Subcontractor
Hazardous Materials Indemnification by Subcontractor.Subcontractor
hereby specifically agrees to indemnify, defend and hold Contractor, its presentand
future direct or indirect parents, subsidiaries, affiliates, divisions, and their respective directors,
officers, employees, shareholders, agents, representatives, successors and assignsharmless
from and against any and all losses, liabilities, claims, demands, damages, causes ofaction,
fines, penalties, costs and expenses (including, but not limited to, all reasonableconsulting,
engineering, attorneys’ or other professional fees), that they may incur or suffer byreason
of: (i) the existence, uncovering or unveiling, or any release of a Subcontractor HazardousMaterial
on, to or from the Site; (ii) any enforcement or compliance proceeding commenced byor in the name of any Governmental
Authority because of an alleged, threatened or actual violation of any Applicable Law by
Subcontractor (or its Sub-subcontractors, Suppliers, agents, or other parties acting on behalf of Subcontractor) or because of
the presence on the Site ofSubcontractor Hazardous Materials; and (iii) any action
reasonably necessary to abate, remediateor prevent a violation or threatened violation
of any Applicable Law by Subcontractor (or its Sub-subcontractors, Suppliers, agents,
or other parties acting on behalf of Subcontractor) in connectionwith the foregoing.





22







2.11        
Force Majeure Events.



(a)          	Subject
to the terms hereof, a Party claiming a Force Majeure Event shall be excused from the performance of its obligations under this
Agreement to the extent that suchParty
cannot, using commercially reasonable efforts, perform such obligations by reason of theoccurrence
of the Force Majeure Event; providedthat the Party claiming a Force Majeure Eventexercises
reasonable efforts to minimize and mitigate the effects of any delay caused by suchForce
Majeure Event. Subcontractor shall be entitled to an adjustment to the Contract Price and/orProject
Schedule caused by a Force Majeure Event properly notified to Contractor bySubcontractor
pursuant to this Section 2.11, pursuant to a Change Order as provided in Section2.7.
However, any Force Majeure Event that prevents performance under this Agreement formore
than three hundred sixty-five (365) days shall entitle the Subcontractor or Contractor toterminate
this Agreement by written notice to the other Party. Any adjustment of the ContractPrice
and/or the Project Schedule pursuant to this Section 2.11 shall be documented by a writtenChange
Order to this Agreement.



(b)A
Party claiming a Force Majeure Event shall notify the other Party in writing
as soon as practicable, but in any event not later seven (7) Days after the Party becomesaware
of either the occurrence or the effect of the Force Majeure Event (it being recognized herein that the occurrence or
existence of an event, condition or circumstance constituting aForce
Majeure Event may not be known until after the effects thereof are experienced).



2.12        
Sub-subcontractors.



(a)Subcontractor may subcontract portions of the Work subject
only tothe restrictions on subcontracting expressly provided in this Agreement.
Subcontractor assumesresponsibility to Contractor for the proper performance of
the Work of Sub-subcontractors andany acts and omissions in connection with
such performance. Nothing in the Contract Documentsis intended or deemed
to create any legal or contractual relationship between Contractor and any
Sub-subcontractor, including any third-party beneficiary rights; provided, that Subcontractorshall
ensure that all agreements with Sub-subcontractors shall be assignable to Contractor andthe
Contractor Financing Parties in the event that this Agreement is terminated by Contractor.



(b)Subcontractor
will coordinate the activities of all of Subcontractor’s Sub-subcontractors.
If Contractor performs other work on or at the Site with separate contractorsunder
Contractor’s control, Subcontractor agrees to reasonably cooperate and coordinate itsactivities
with those separate contractors so that the System can be completed in an orderly and coordinated manner without unreasonable
disruption.



2.13       
Security and Background Screening. Subcontractor and its Sub-subcontractors shall
comply with the security and background screening requirements and criteria set forth inthe
Contract Documents and the Project Agreements.





23







ARTICLE
3COMMISSIONING; PERFORMANCE TESTING



3.1System
Commissioning Tests. After the System is functionally complete,Subcontractor shall perform the System Commissioning
Tests in accordance with Exhibit Iattached
to this Agreement, and shall thereafter compile and submit to Contractor a written noticesetting
forth the raw data and results of the System Commissioning Tests.



3.2          
System Performance Tests. Subcontractor may begin System Performance Testsat
any time after the successful completion of the System Commissioning Tests, the Systemcomponents
are substantially complete and the System can be operated safely and withoutvoiding
the manufacturer’s warranty, including prior to achieving Substantial Completion. Subcontractor shall give Contractor at
least seven (7) Days’ written notice of the projected datefor the commencement
of the System Performance Tests and will afford Contractor and any Contractor Financing Parties’ representatives the opportunity
to attend and observe all such tests.In the event Subcontractor fails to provide
such notice of the System Performance Tests toContractor, Contractor shall have
the right to require Subcontractor to re-perform the SystemPerformance Tests at Subcontractor’s
sole cost. The System Performance Tests shall be performed in accordance with the procedures set forth in Exhibit I attached
to this Agreement. Subcontractorshall compile, determine and submit to Contractor
(i) the raw data and results of the System Performance Tests, and (ii) (a) flash test data provided by the manufacturer for modules
supplied tothe Site and/or (b) in the case of Contractor-purchased modules, if such flash test data is supplied to Subcontractor.



ARTICLE
4COMPLETION AND ACCEPTANCE OF THE WORK



4.1         
Notices of Mechanical, Substantial, and Final Completion. If Subcontractorbelieves
it has achieved Mechanical Completion(other than Section 4.3(l)),
Substantial Completion (other than Section 4.4(j)) or Final Completion(other than
Section 4.5(f)) with respect to any System, Subcontractor shall deliver to Contractora
Mechanical Completion Notice, Substantial Completion Notice or Final Completion Notice, as applicable, stating thatSubcontractor
believes the System has achieved Mechanical Completion, Substantial Completion or Final Completion, asapplicable,
and (in cases other than a request that Contractor merely accept/approve such notice)delivering all supporting documentation
of achievement, including any required test results not previously accepted by Contractor.
Within ten (10) Business Daysfrom receipt ofthe MechanicalCompletion Notice, Substantial Completion Notice or Final Completion
Notice, as applicable,Contractor and Subcontractor shall participate in a joint inspection
of the Work subject tosuch Notice and Contractor shall either:



(a)	deliver
to Subcontractor the Mechanical Completion Notice, Substantial Completion Notice or Final Completion
Notice, as applicable, countersigned by a duly authorized officer of Contractorconfirming
Mechanical Completion, Substantial Completion or Final Completion, as applicable, has been achieved with respect to the applicable
System; or





24







(b)	notify
Subcontractor in writing that Mechanical Completion, Substantial Completion or FinalCompletion,
as applicable, has not been achieved with respect to the applicable System, and stating in detail the reasons why Contractorbelieves
so, provided that the failure to meet the condition set forth in Section 4.3(l) (with respect toMechanical
Completion),the failure to meet the condition set forth in Section 4.4(j) (with
respect toSubstantial Completion), or the failure to meet the condition set
forth in Section 4.5(f) (withrespect to Final Completion) shall not be a reason
for Contractor to reject a Mechanical Completion Notice, a SubstantialCompletion
Notice or a Final Completion Notice, as applicableIf Contractor does not respond
to a Mechanical Completion Notice or Substantial Completion Notice within such 10 Business-Dayperiod,
without limiting any other remedies Subcontractor may have, the Mechanical Completion Deadline and Substantial CompletionDeadline
shall be extended day-for-day for each day after such 10-Business Day period. The “MechanicalCompletion
Date”for a System shall be the date that Contractor countersigns the
Mechanical Completion Notice for such System pursuant to Section 4.1(a). The Date” for
a System shall be the date that Contractor countersigns the Substantial Completion Notice for such System pursuant to Section
4.1(a). The Final Completion Date” for a System shall be the date that Contractor countersigns the Final
Completion Notice for such System pursuant to Section 4.1(a).If
Contractor timely notifies Subcontractor in writing that Mechanical Completion, Substantial Completion or FinalCompletion
has not been achieved with respect to any System, Subcontractor shall take action to achieve Mechanical Completion,
SubstantialCompletion or Final Completion for such System and shall deliver to
Contractor another Mechanical Completion Notice, Substantial CompletionNotice or
Final Completion Notice, as applicable, and the “Mechanical Completion Date”, “Substantial Completion
Date” or“Final Completion Date”, as applicable, for such
System shall be the date Contractor delivered such replacementnotice for such
System; providedthat if Contractor was incorrect in determining that Mechanical Completion, Substantial Completion or
Final Completion, as applicable, had not been achieved, the “Mechanical Completion Date”, “Substantial
Completion Date” or“Final Completion Date”, as applicable, shall
be the date of the original applicable notice. Thisprocedure shall be repeated
until Contractor confirms or is deemed to have confirmed Mechanical Completion, SubstantialCompletion
or Final Completion, as applicable.



4.2	          Punch
List. In accordance with Sections 4.3 and 4.4 hereof, when any Systemis substantially completed,
Subcontractor shall provide Contractor with a list of items still outstanding which are
necessary to complete suchSystem in accordance with the Specifications (the “Punch
List”).For removal of doubt, eachitem identified on the Punch
List shall not, individually or in the aggregate, impede the ability ofContractor
to safely operate such System in accordance with Industry Standards, manufacturer’swarranties,
or utility requirements. The Punch List shall include a schedule of values assigned toeach
item on the Punch List and shall also attach or incorporate by reference an agreed list ofrequired
documents to be provided to Contractor by Subcontractor prior to Final Completion“Close-out Documents”.).Within five (5) Business Days after receipt of a proposed Punch List,Contractor
and Subcontractor shall jointly inspect the applicable System at a mutually agreeable time.Within
ten (10) Business Days after such inspection, Contractor shall either (a) approve the PunchList;
or (b) request that certain amendments or modifications be made to the Punch List. IfContractor
does not request any amendments or modifications to the Punch List provided by Subcontractor within such ten (10)-Business
Day Period, Contractor shall be deemed to haveaccepted, executed and delivered such Punch List and Contractor hereby
expressly agrees to be bound therewith (provided,that the items proposed on the
Punch List by Subcontractor do not,individually or in the aggregate, impede the
ability of Contractor to safely operate such Systemin
accordance with Industry Standards, manufacturer’s warranties, or utility requirements). IfContractor
timely requests amendments or modifications to the Punch List, the Parties shallnegotiate in good faith and shall
promptly (but in any event within ten (10) Business Days) agree on and execute an
amended Punch List. The Parties’ agreement on the Punch List shallnot
affect the Subcontractor Warranty and Subcontractor’s other obligations under this Agreement.





25







4.3           
Mechanical Completion,with respect
to each System shall occur when:



(a)	          the
System is mechanically, electrically, and structurally constructed in accordance with this Agreement and the Scope of Work, and
all Work has been completed other than the Work required for Substantial Completion;



(b)all
inspections, safety and quality checks required under Applicable Lawor
this Agreement have been performed and the results are satisfactory, and accepted by Contractor, except for such checks as pertain
to or cannot be performed without grid connection;



(c)other
than interconnection to the grid, the System is functionally complete, operational and capable of safedelivery
of electrical energy to the interconnection point identified in the Contract Documents;



(d)the
System Commissioning Tests shall have been successfully completedin
accordance with Section 3.1 – System Commissioning Test and Exhibit I, other than such tests as require completion of the
grid connection to perform;



(e)Subcontractor
and Contractor shall have agreed on the Punch List inaccordance
with Section 4.2, subject to completion of tests required herein ;



(f)Contractor
shall have received conditional lien waivers in the form providedfor
by applicable law (conditional only on receipt of the payment of the Contract Price due hereunder) from Subcontractor and all
material first-tier subcontractors waiving any lien inconnection
with the Work;



(g)Subcontractor
shall have delivered to Contractor copies of all operationand
maintenance manuals with respect to the System;



(h)Subcontractor
shall have delivered to Contractor copies of allmanufacturer’s
warranties and any required documents required to ensure that all manufacturer’s warranties are in effect andproperly assigned as provided in Section 11.5;



(i)all
applicable Contractor and Subcontractor Permits shall have been received (and are in full force and effect), and copies thereof
shall have been delivered toContractor;





26







(j)as
of December 31, 2015, both (i) not less than 80% of the total cost to perform and complete the Scope of Work has been incurred
and (ii) not less than 80% of the physical construction of the System has been completed as certified by the designated independent
party engaged by Contractor to assess the extent of such completion, in each case, in accordance with the Applicable NC Tax Credit
Statute and Guidance (this condition, as set forth in this clause (j), the “80% Completion Condition”);



(k)Subcontractor
shall have delivered the Mechanical Completion Noticeto
Contractor pursuant to Section 4.1; and



(l)Contractor
shall have approved the Mechanical Completion in accordance withSection
4.1.



4.4          
Substantial Completion. Substantial Completion shall occur when:



(a)	         Mechanical
Completion shall have been achieved in accordance to Section 4.3;



(b)	        the
grid connection for the System is mechanically, electrically and functionally complete and
interconnected with the local utility;



(c)	revenue
grade meters (as identified in the Scope of Work) furnished by the utility pursuant to the applicable interconnection agreement
have beeninstalled and are operational;



(d)all
inspections, safety and quality checks (other than System Commissioning Checks Tests conducted in accordance with Exhibit I attached
hereto) required under Applicable Lawor
this Agreement that required grid connection to be performed have been performed and the results are satisfactory;



(e)the
System Commissioning Tests that require completion of the grid connection shall have been successfully completedin
accordance with Section 3.1 and Exhibit I;



(f)the
System Performance Tests have been completed in accordance withExhibit
I attached to this Agreement and demonstrate that the System has either



i.	              achieved
theMinimum Performance Target but not the Performance Target and
Subcontractor has paid to Contractor the Performance Liquidated Damages as provided in Section
5.9(b) and Exhibit B or arrangements for payment thereof satisfactory to Contractor shall have been made, or



ii.	             achieved
the Performance Target;



(g)	            Subcontractor
shall have paid to Contractor all delay liquidated damages asprovided
in Section 5.9(a) or arrangements for payment thereof satisfactory to Contractor shallhave
been made;





27







(h)          Subcontractor and Contractor shall have agreed on amendments to the Punch List inaccordance
with Section 4.2



(i)
          Approval to operate has been given by the local utility;



(j)
         Subcontractor shall have delivered the Substantial Completion Noticeto
Contractor pursuant to Section 4.1; and



4.5          
Final Completion. Final Completion shall occur when:



(a)	         Substantial
Completion shall have been achieved in accordance to Section 4.4;



(b)The
Punch List items have been completed to Contractor’s reasonablesatisfaction;



(c)         Subcontractor
has provided to Contractor the Close-out Documents,including
all final as-built drawings of the System;



(d)Provided Contractor has paid any amounts subject to any outstanding liens,
no liens for any part of the Work shall be outstanding against the System,and
Contractor shall have received (i) unconditional lien waivers in the form provided for byapplicable
law with respect to Work and materials for which payment was previously made hereunder from Subcontractor and all material
first-tier Subcontractors and (ii) final conditionallien
waivers in the form provided for by applicable law (conditional only on receipt of thefinal
payment due hereunder) from Subcontractor and all material first-tier subcontractorswaiving
any lien in connection with the Work;to
the extent not already paid, all liquidated damages owed by Subcontractor under this Agreement shallhave
been paid or arrangements for payments thereof satisfactory to Contractor shall have been made



(e)Subcontractor shall have
delivered the Final Completion Notice toContractor
pursuant to Section 4.1; and



(f)Contractor shall have approved Final Completion in accordance with Section 4.1.



4.6            
Punch List. The Punch List created in accordance with Section 4.2, and the Punch List itemsshall
be completed in a mutually agreed time period not to exceed two (2) months afterSubstantial
Completion of the System. If Subcontractor fails to complete the Punch List items onor
before the expiration of such two (2) month period (or such longer or shorter period as maybe
agreed upon by the Parties in writing), Contractor may complete such remaining Punch Listitems
on its own and charge Subcontractor for the duly justified and reasonable costs, not toexceed
the costs agreed by the Parties pursuant to Section 4.2.





28







ARTICLE
5CONTRACT PRICE; PAYMENTS



5.1Contract Price.



(a)Contract Price. The price for each
System contemplated to be constructed



hereunder
is set forth in Exhibit A hereto (each a “SystemPrice”).
The aggregate price for all of the Systems (the “Contract Price”) shall be as set forth in Exhibit A per installed
DC Watt), subject to adjustments as follows:



(i)
As noted on Exhibit A, certain elements of each System Price are basedon price per unit and quantity assumptions set
forth in Exhibit F hereto and the Contract Price for each such element shall be adjusted ratably for changes in aggregate
units pertaining to the Systems actually constructed pursuant to this Agreement;



(ii)
Fixed contract price of [Insert Revised Total From Exhibit A].00 Dollars, subject to adjustments as set forth under “Allowance”
in Exhibit A, based on the scope of work in Exhibit F.



(iii)
The fixed Contract Price may be subject to further adjustment only pursuant to one or more Change Orders inaccordance
with Section 2.7; and



(iv)
The Contract Price is thus guaranteed by Subcontractor to be a lump sum price, subject only to additions and deductions as
mentioned in the above.Other than
the foregoing adjustments, any othercosts which would cause the Contract Price to be exceeded shall be paid by Subcontractor
without reimbursement by Contractor.



(b)         	Contractor
Taxes. The Contract Price excludes any and all Taxes andProperty
Taxes, other than Subcontractor Taxes, which shall be the sole responsibility of Contractor,
and Contractor shall fully indemnify Subcontractor against any and all such Taxesand
Property Taxes. Customer shall timely pay all Taxes and Property Taxes due for which it isresponsible
under Applicable Law, including any Taxes included on invoices provided byContractor.
Subcontractor and Contractor shall cooperate with each other to minimize the taxliability
of both Parties to the extent legally permissible.



(c)Subcontractor
Taxes. Contractor shall be solely responsible for any andall
Subcontractor Taxes, and Subcontractor shall fully indemnify Contractor against any and allsuch
Subcontractor Taxes. Subcontractor shall timely pay all Subcontractor Taxes assessedagainst
it under Applicable Law in connection with Work under this Agreement and shallmake
any and all payroll deductions required by Applicable Law.



5.2           	Payments
of the Contract Price. Subject to the other provisions of thisAgreement, payments to Subcontractor for
constructing each System shall be paid for progress achieved, pursuant to the Progress Billing method defined above and set
forth in Section 5.3 hereof, based on the System Prices set forth in Exhibit A. Notwithstanding any other provision of the
contract, however, Contractor shall pay to Subcontractor no later than December 15, 2015 30% of the Contract price, which
amounts shall be applied to invoices as rendered.





29







5.3	          Invoices.
On each Billing Date, Subcontractor shall submit an invoice for eachSystem in accordance with Section 5.2
hereof, together with reasonable
documentation in support of suchinvoice
demonstrating achievement of the relevant monthly progress criteria set forth on ExhibitA.,
and signed conditional lien waivers received from Sub-subcontractors and a signed conditionallien
waiver from Subcontractor for the Work included in the invoice and signed unconditionallien
waivers for the Work included in the invoice submitted for the immediately precedingMonthly
Progress Payment and for which payment was received by Subcontractor. Each lien waiver shall be in the form prescribed by
applicable law in the State in which the Site is locatedor,
if no such form is prescribed, in a form reasonably satisfactory to Contractor. The invoicefor
Final Completion shall include a statement as to whether the Contract Price adjustmentdescribed
in Section 5.10 applies and, if so, a calculation of the amount of such adjustment(including
the calculation, if any, required for Change Orders pursuant to the last paragraph ofSection
2.7(c)) and statement of Subcontractor’s actual costs incurred through FinalCompletion
compared to the cost estimate through Substantial Completion used to establish the
Contract Price. Contractor shall pay each invoice within thirty (30) Days from the receipt byContractor
of such invoice, together with reasonable supporting documentation and the requiredlien
waivers, subject to the dispute provisions of Section 5.4.



5.4Disputed
Invoices. If Contractor reasonably and in good faith disputes anyinvoice or any portion thereof,
Contractor shall give Subcontractor Notice of such dispute within fifteen (15) Business
Days after receipt of such invoice, reasonable documentation,and the required
lien waivers and shall nevertheless timely pay the undisputed portion of suchinvoice
in accordance with Section 5.3. If Contractor fails to dispute an invoice within suchfifteen
(15) Business Day period, Contractor shall be deemed to have accepted such invoice infull.
Upon receipt by Subcontractor of a timely dispute Notice, the Parties shall meet andattempt
to resolve such dispute amicably. Upon resolution of any disputed amount, the agreed-upon
amount shall be paid within fifteen (15) Business Days after resolution of the dispute. Contractor shallnot
be deemed to be in default of this Agreement by reason of withholding payment with respectto
any portion of an invoice disputed reasonably and in good faith; provided, that if such disputeis
resolved in Subcontractor’s favor, Contractor shall pay interest (as provided in the next sentence)on
such unpaid amounts dating back to the original due date set forth in the applicable invoice.Any payment not
received on or before the due date for such payment, shall bear interest at the rate of
two percent (2%) above the rate per annum quoted in the Wall Street Journal as theprime
rate for corporate loans (or the arithmetic mean if there is more than one such rate), orthe
highest rate allowable by law, whichever is lower, commencing on the first Day after suchpayment
is due and continuing until paid.



5.5Payment
to Sub-subcontractors and Suppliers. Provided and to the extentContractor has paid amounts due Subcontractor,
Subcontractor shall be responsible to keep the Site clear and free from all liens placed on the Site by any Sub-subcontractor
or Supplier or Subcontractor with respect to
Work paid for by Contractor, and to defend, discharge or bondany
such liens as soon as reasonably practicable.





30







5.6Title.Title
to all or any portion of the Work (including materials, equipment andother items that are to be incorporated in or
become part of the System) shall pass to Contractor upon
the earlier of (i) payment for such Work and (ii) incorporation of such Work into theSystem.
Transfer of title to Work shall be without prejudice to Contractor’s right to reject defectiveWork,
or any other right in this Agreement.



5.7Risk
of Loss. From the Effective Date and until the Substantial Completion Dateof
the System, notwithstanding Section 5.6, Subcontractor assumes risk of loss and fullresponsibility
for the cost of replacing or repairing any damage to the System and all materials,equipment,
supplies and maintenance equipment (including temporary materials, equipment andsupplies)
that are purchased by Subcontractor for permanent installation in or for use duringconstruction
of the System or that are purchased by Contractor and approved by Subcontractorfor
permanent installation in or for use during construction of the System. Contractor shall bearthe risk of loss and
full responsibility in respect of the System from and after the Substantial Completion
Date of the System. Notwithstanding the foregoing:



(a)	         Subcontractor
shall not be obligated to restore or rebuild any such loss or damage that would have been
covered by insurance that Subcontractor is required tomaintain pursuant to
Section 8.1 unless Contractor has obtained and maintained such insurance andSubcontractor
has received reasonable assurances from Contractor that Contractor will prosecute such claim in a commercially reasonable
manner and Subcontractor will receive the insurance proceeds, if any, paid under such Contractor-maintained insurance
policy;



(b)	Contractor
shall bear the risk of loss and full responsibility for the cost of replacing or repairing any damage to the System and all materials,
equipment, supplies andmaintenance equipment (including temporary materials, equipment and supplies) that are purchased
by Subcontractor or Contractor for permanent installation in or for use during construction
of the System to the extent caused by the negligent, grossly negligent or willful acts of Contractor or its agents, employees
or representatives; and



(c)	The
transfer of risk of loss to Contractor from and after the SubstantialCompletion
Date of the System shall not affect the Subcontractor Warranty and Subcontractor’sother
obligations under this Agreement.



5.8Contractor
Credit Support. Notwithstanding anything to the contrary herein,Contractor shall provide on the Effective Date and
shall maintain until final payment upon Final Completion
such credit support with respect to its obligations under this Agreement as may be required under Applicable Law in the State
in which the Site is located.



5.9Liquidated
Damages.



(a)        	Delay
Liquidated Damages. Subcontractor agrees that, if either (i) MechanicalCompletion
for any of the Systems is not achieved by the Mechanical Completion Deadline for such System, or if the 80% Completion Condition
is not achieved for any of the Systems by December 31, 2015then Subcontractor shallpay
Contractor the liquidated damages for such delay designated in the Liquidated DamagesSchedule
in Exhibit B for each day that, with respect to each delayed System, Subcontractor fails to achieve Mechanical Completionafter the Mechanical Completion Deadline,
subject to the cap set forth on the Liquidated DamagesSchedule.
If any delay liquidated damages are payable under this Section 5.9(a), then the aggregate
amount of such liquidated damages shall become payable upon the date that any amount of the Contract Price becomes payable to
Subcontractor upon achievement of Substantial Completionand shall be set-off against
such payment due to Subcontractor upon achievement of Substantial Completion. Notwithstanding the above, if delay is caused in
achieving Substantial Completion within the stipulated Substantial Completion Deadline for reasons attributed solely to Subcontractor’s
acts or omissions, Subcontractor shall be liable to pay Contractor liquidated damages pursuant to Exhibit B in a similar manner
as delay in achieving Mechanical Completion within the Mechanical Completion Deadline.





31







(b)System
Performance Liquidated Damages. Subcontractor shall cause eachSystem
to meet the Acceptable Performance Target (97% or above). IfSystem
Performance Tests results in a determination that System Performance of any System, meets the Minimum Performance Target of 94%,
butnot the Acceptable Performance Target,
then Subcontractor may, during a 90-day period after the initialSystem
Performance Test, take any action it deems appropriate to modify the Systems and continue to perform the System Performance Tests
until such Systemmeets the Acceptable
Performance Target of 97% or above. If the System has achieved the Minimum Performance Target of 94%,but
has not achieved the Acceptable Performance Target of 97%, Subcontractor may elect to pay to Contractor theliquidated
damages for the shortfall in performance below the Performance Target designated inthe
Liquidated Damages Schedule in Exhibit B and, so long as the other conditions to SubstantialCompletion
are satisfied, deliver the Substantial Completion Notice as provided in Section 4.3.The
amount of such system performance liquidated damages shall become payable upon achievement
of Substantial Completion and be set-off against the payment due to Subcontractorupon
achievement of Substantial Completion.



(c)          	Liquidated
Damages Not a Penalty. The Parties agree that Contractor’sactual
damages in the event of any such delays or system performance failure would be extremelydifficult
or impracticable to determine. After negotiation, the Parties have agreed that the damagesset
forth in the Liquidated Damages Schedule are in the nature of liquidated damages andare
a reasonable and appropriate measure of the damages that Contractor would incur as aresult
of such delays or failure, and do not represent a penalty. Liquidated Damages are Contractor’ssole
and complete remedy for Delay Damages and Performance Liquidated Damages.



(d)          	Nothing
contained in the above shall limit Contractor’s right to indemnification (as set forth in Section 7.1), or reduce the insurance
coverage (under Section 8.2) in any manner.





32







ARTICLE
6TERM



6.1Generally.This
Agreement shall commence on the Effective Date and shallcontinue until the full performance of all
obligations hereunder, unless this Agreement is earlier terminated as
provided in this Article 6. Contractor shall not be entitled to terminate this Agreement
for convenience, but shall be entitled to terminate this Agreement as provided inSection
2.11 or if any of the Project Agreements are terminated (other than as a result of the Contractor’sacts
or omissions) and one or more of the System can no longer be implemented at the respective Sites. If Contractor terminates
thisAgreement as provided in Section 2.11 or, if any Project Agreement is
terminated(other than as a result of the Subcontractor’s acts or
omissions) and one or more Systems is no longerpermitted to be sited at the
applicable Site(s) (each a “Site Termination”), Subcontractor shall be entitled(with
respect to any System affected by a Site Termination)to payment within ten(10)
Business Days after such Site Termination of (i) all amounts due from Contractor for Workprovided
and materials purchased in connection with such System through the date of such Site Termination (including, for avoidance
of doubt, with respect to any Milestone that has not been achieved, for the portion of Work withrespect
to that Milestone that has been completed), plus (ii) interest on the amount calculated forclause
(i) at a rate of the Prime Rate (on the date such payment is due as published in the WallStreet
Journal) plus 5%, plus (iii) all documented costs of winding down the System, removingmaterials and supplies from
the Site and terminating Sub-subcontractors and any material purchase orders, plus (iv) a financing fee equal to 1% of the
unpaid portion of the Contract Price. Termination or expiration of this Agreement shall
not relieve the Parties from theirrespective obligations that survive in
accordance with this Agreement, including, after SubstantialCompletion,
obligations under the Subcontractor Warranty and obligations with respect toindemnification.



6.2Termination
for Cause by Contractor. Contractor shall be entitled to terminate thisAgreement
by written notice to Subcontractor stating that it is a notice of termination pursuantto
this Section 6.2, upon the occurrence of any of the following circumstances:



(a)          	Provided
Contractor has paid all undisputed amounts due hereunder toSubcontractor,
Subcontractor fails to pay any amount owing under this Agreement thatremains
outstanding for a period of twenty (20) Days or more which is not the subject of a goodfaith
dispute; or



(b)an
Insolvency Event occurs with respect to Subcontractor; or



(c)	          Subcontractor
materially breaches this Agreement and does not take actionto
cure such breach within fifteen (15) Business Days after Notice thereof; provided, that ifthe
relevant material breach cannot reasonably be cured within the time period set forth above,such
fifteen (15) Business Day period shall be extended as may reasonably be required so long as Subcontractor promptly commences to
cure such breach and continues to diligently pursuesuch
cure to completion; provided further,that if any such breach also caused a breach or default by Contractor
under the Project Agreements, then no cure period hereunder shall be permitted beyond the applicable cure period provided for
in the applicable Project Agreements; or





33







(d)a
representation made by Subcontractor in or pursuant to this Agreementis
proven to have been false in any material respect as of the date on which it was made and, if suchmisrepresentation
is of a nature that Subcontractor can mitigate in all material respects any adverseconsequences
of such misrepresentation to Contractor, the System or the Site, suchmisrepresentation
has not so mitigated within sixty (60) Days after written notice fromContractor;
or



(e)Subcontractor
fails to maintain the insurance required by Section 8.2 and such failure is not remedied within five (5) Business Days after Notice
thereof.



6.3Contractor’s
Rights and Remedies.



(a)Upon
termination of this Agreement for cause by Contractor underSection 6.2:



| | (i)   | Contractor
                                         may instruct Subcontractor to immediately discontinueall
                                         or any part of the Work, and Subcontractor shall thereupon discontinue the Work or such
                                         parts thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)  | Contractor
                                         shall pay Subcontractor the outstanding portion of theContract
                                         Price due for all Work performed and equipment supplied bySubcontractor
                                         up to and including the date of termination;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iii) | Subcontractor
                                         shall deliver to Contractor (i) all drawings, designs,plans
                                         and manuals relating to the System, and (ii) all other materials andequipment
                                         paid for by Contractor as part of Contract Price;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iv)  | Contractor
                                         may continue and complete the Work or any partthereof,
                                         by contract or otherwise and, upon Contractor’s written requestSubcontractor
                                         shall deliver and assign to Contractor, and Contractor may at itsdiscretion
                                         assume, any and all subcontracts, supply agreements and purchase orders entered into
                                         by Subcontractor in order to undertake the Work; providedthat
                                         such subcontracts, supply agreements and purchase orders are (i) assignableby
                                         their terms; and (ii) necessary to complete the Work;                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (v)   | Subcontractor
                                         shall be liable to Contractor for the difference between
                                         the outstanding balance of the Contract Price and Contractor’s actual, reasonable
                                         and documented cost to complete the System in accordance with theContract
                                         Documents; andContractor may exclude Subcontractor
                                         from the Site but mustprovide a reasonable
                                         opportunity to remove Subcontractor’s or its Sub-subcontractors’
                                         equipment or other property from the Site, within a period of ten (10) Days from notice
                                         of such termination



(b)	If
Subcontractor is in default of this Agreement, Contractor may exerciseany
or all other remedies available at law or at equity, all of which shall be cumulative.





34







6.4Termination
for Cause by Subcontractor. Subcontractor shall be entitled toterminate this Agreement by written notice
to Contractor stating that it is a notice of termination pursuant
to this Section 6.4, upon the occurrence of any of the following circumstances:



(a)            Contractor
fails to pay any amount of the Contract Price owing under thisAgreement
that remains outstanding for a period of twenty (20) Days or more which is not thesubject
of a good faith dispute; or



(b)an
Insolvency Event occurs with respect to Contractor or any person(s) providing credit support referred to in Section 5.8; or



(c)Contractor
materially breaches this Agreement and does not take action tocure
such breach within fifteen (15) Business Days after Notice thereof; provided that if therelevant
material breach cannot reasonably be cured within the time period set forth above, suchfifteen
(15) Business Day period shall be extended as may reasonably be required so long as Subcontractor promptly commences to cure such
breach and continues to diligently pursue suchcure
to completion; or



(d)a
representation made by Contractor in or pursuant to this Agreement isproven
to have been false in any material respect as of the date on which it was made and, if suchmisrepresentation
is of a nature that Contractor can mitigate in all material respects any adverseconsequences
of such misrepresentation to Subcontractor, such misrepresentation has not somitigated
within sixty (60) Days after written notice from Subcontractor.



6.5Subcontractor’s
Rights and Remedies.



(a)           	If
(i) Contractor fails to pay any amount payable to Subcontractor which is not subject to a bona fide dispute after it becomes due
and payable to Subcontractor under thisAgreement,
or (ii) an Insolvency Event occurs with respect to Contractor or any person(s)providing
credit support referred to in Section 5.8, then, Subcontractor may, upon ten (10) Days’written
Notice to Contractor, suspend all Work until any such payment is made or such otherdefault
is cured.



(b)Upon
termination of this Agreement by Subcontractor under Section6.4,
Subcontractor may recover from Contractor (i) all amounts due from Contractor for Work,including
services provided and materials purchased, through the date of termination (including, for avoidance of doubt, with respect to
any Milestone that has not been achieved, for the portionof
Work with respect to that Milestone that has been completed), (ii) all reasonable, documentedcosts
of winding down the System, removing materials and supplies from the Site andterminating
Sub-subcontractors and any material purchase orders, and unwinding any bondingarrangements,
and (iii) a 10% markup to the foregoing to cover administration, overhead andprofit.
The remedies provided in this Section shall be Subcontractor’s sole and exclusive remediesagainst
Contractor with respect to Subcontractor’s termination of this Agreement for cause.





35







ARTICLE
7INDEMNITY



7.1           
Indemnification by Subcontractor.



(a)	           Subcontractor
shall defend, indemnify and hold harmless Contractor, its affiliates,
Contractor Financing Parties (if any), and their respective officers, directors, employeesand
agents (“Contractor Indemnified Parties”) from and against any claims, demands, damages,losses,
fees, expenses, liabilities and penalties (including reasonable attorneys’ and expertwitnesses’
fees) of any third parties, including employees of Subcontractor Parties, arising out ofdeath,
personal injury, or property damage to the extent caused by negligence or willfulmisconduct
of Subcontractor or its Sub-subcontractors or Suppliers or their respective directors,officers,
employees, agents or representatives (“Subcontractor Parties”) or by Subcontractor’sbreach
of its obligations under this Agreement; provided, however, in no event will Subcontractorbe
responsible for any such third-party claims, demands, damages, losses, fees, expenses, liabilities
and penalties (including reasonable attorneys’ and expert witnesses’ fees) to the extentcaused
by negligent or other wrongful acts or omissions of such Contractor Indemnified Parties;provided,
further, that to the extent Contractor recovers such claims, demands, damages, losses,fees,
expenses, liabilities and penalties (including reasonable attorneys’ and expert witnesses’fees)
under any insurance policy, Contractor shall reimburse any payment made bySubcontractor
under this indemnity up to the amount recovered under any insurance policy.



(b)To
the extent Subcontractor has received payment for the Work, Subcontractor will indemnify,
defend and hold harmless Contractor Indemnified Parties fromany claims or mechanic’s
liens brought or filed in connection with the Work. After receivingnotice from Contractor
that such a claim or mechanic’s lien has been filed, Subcontractor shalleither discharge such claim or lien or provide
a bond or other security reasonably satisfactory to the Contractor Indemnified Parties securing
the amount owed that gave rise to such lien. If theSubcontractor has not discharged
such claims or mechanic’s liens within 30 Days after receiving notice from Contractor, then Contractor may pay such claim
or lien and seekreimbursement from Subcontractor for the amount paid to discharge
claim or lien, or set-off theamount paid against amounts owed to Contractor hereunder.



7.2           Indemnification
by Contractor. Contractor shall defend, indemnify and holdharmless
Subcontractor, its officers, directors, employees and agents (“SubcontractorIndemnified
Parties”) from and against any third party claims, demands, damages, losses, fees,expenses,
liabilities and penalties (including reasonable attorneys’ and expert witnesses’ fees),arising out of or
relating to death, personal injury, or property damage claims to the extent caused by
negligent or other wrongful acts or omissions of Contractor or its contractors orsuppliers
(other than the Subcontractor or any other Subcontractor Parties) or by Contractor’sbreach
of its obligations under this Agreement; provided, however, in no event will Contractor beresponsible
for any such third-party claims, demands, damages, losses, fees, expenses, liabilitiesand
penalties (including reasonable attorneys’ and expert witnesses’ fees) to the extent causedby
negligent or other wrongful acts or omissions of such Subcontractor Indemnified Parties;provided,
further, that to the extent Subcontractor recovers such claims, demands, damages, losses,fees,
expenses, liabilities and penalties (including reasonable attorneys’ and expert witnesses’fees)
under any insurance policy, Subcontractor shall reimburse any payment made byContractor
under this indemnity up to the amount recovered under any insurance policy.





36







7.3           LIMITATION
OF LIABILITY. IN NO EVENT WILL EITHER PARTY BELIABLE
TO THE OTHER PARTY UNDER THIS AGREEMENT OR OTHERWISE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUTOF
OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSTPROFITS,
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,BUSINESS
INTERRUPTION, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THEPOSSIBILITY
OF SUCH DAMAGES. IN ADDITION, WHETHER ANY ACTION OR CLAIMIS
BASED ON WARRANTY, CONTRACT, AND TORT OR OTHERWISE, UNDER NOCIRCUMSTANCES
SHALL SUBCONTRACTOR’S TOTAL LIABILITY ARISING OUT OFOR
RELATED TO THIS AGREEMENT EXCEED THE CONTRACT PRICE.NOTWITHSTANDING
THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO
(I) SUBCONTRACTOR’SLIABILITY ARISING FROM THE LAST SENTENCE OF SECTION 8.2, (II) ANY OBLIGATION OF A PARTY TO INDEMNIFY
THE OTHER PARTY (OR THE CONTRACTOR INDEMNIFIED PARTIES OR THE SUBCONTRACTOR INDEMNIFIEDPARTIES, AS APPLICABLE) PURSUANT TO THE INDEMNIFICATION PROVISIONSOF
THIS AGREEMENT OR (III) ANY CLAIMS BASED ON ALLEGATIONS OF FRAUDOR WILLFUL MISCONDUCT
TO THE EXTENT THE SAME IS DETERMINEDPURSUANT TO A FINAL DECISION OF A COURT OF COMPETENT
JURISDICTION.THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLYTO REDUCE THE PROCEEDS OF INSURANCE OTHERWISE PAYABLE.



ARTICLE
8INSURANCE



8.1          
Contractor’s Insurance. Contractor shall procure and maintain general liabilityInsurance. Limits of liability will be maintained at $1,000,000 per occurrence/$2,000,000 annualaggregate.
Coverage will include Products Completed Operations, Personal/Advertising Injury,and
medical expense of $10,000. Contractor shall provide Subcontractor a certificate of insuranceevidencing
the insurance required in this Section upon request.



8.2           Subcontractor’s
Insurance. Subcontractor shall maintain the types and levels ofInsurance
set forth in this Section 8.2 through the Substantial Completion Date or any greater time period if and to the extent
required by Applicable Law. Subcontractor shall provide Contractor acertificate
of insurance evidencing the insurance required in this Section 8.2 upon request. Allinsurance
policies shall be underwritten by companies rated in the latest A.M. Best’s Insurance Rating Guide with a rating of at
least A- and financial category of at least IX.





37







(a)Commercial
General Liability: Limits of liability will be maintained at $1,000,000 per occurrence/$2,000,000 annual aggregate
(on a per project basis). Coverage will include
Premises/Operations, Products Completed Operations, Contractual Liability, PropertyDamage,
and Personal Injury. Coverage provided is primary and is not in excess to or contributingwith
any insurance maintained by Customer; and contain a severability of interest clause orcross-liability
clause. For three (3) years following the final completion date for the project,Contractor
shall maintain products/completed operation insurance applicable solely to its operations under the Contract. The policy
deductibles shall not be more than $25,000 peroccurrence
and any required payment of the deductible shall be the responsibility of theContractor.



(b)	         Excess/Umbrella
Liability (follow form): Limits of liability in excess of those required in subsections (a), (d) (employer’s liability only)
and (e) will be maintained atleast $5,000,000
per occurrence /$5,000,000 annual aggregate and written on an occurrencebasis.



(c)Installation
or Builders’ Risk Insurance: Will cover the System and all materials after delivery
to the Site for their full replacement cost value on an all risk or specialcause
of loss form from the Commencement Date through the Substantial Completion Date orany
greater time period if and to the extent required by Applicable Law. Insurance shall be in aform
and include deductible levels typically found in the insurance market for similar solarprojects.



(d)Workers’
Compensation: Statutory as described by law and employers’liability
at limits of not less than $1,000,000.



(e)Automobile
Liability: Limits will be maintained at $1,000,000 combinedsingle
limit per occurrence for bodily injury and property damage. Insurance shall cover owned,non-owned,
and hired autos.



(f)Professional Liability: Limits will be maintained at $1,000,000 per occurrence. Contractor shall maintain this policy for
a minimum of two (2) years after Substantial Completion or shall arrange for a two-year extended coverage provision if the
policy is not renewed. If Subcontractor fails to secure and maintain the required insurance, Contractor shall have the right
(without any obligation to do so, however) to secure the same in the name and for the account of Subcontractor, in which event
Subcontractor shall pay the reasonable cost thereof (or Contractor may deduct the same from amounts otherwise due Contractor
hereunder) and Subcontractor shall furnish upon demand all information that may be required in connection therewith. Insurance
for 8.2.(a), and 8.2.(e) will name Contractor, its parent, associated and affiliate companies and their respective directors,
officers, agents, servants, employees and Contractor Financing Parties, [________] as additional insureds, by way of the blanket
vendors additional insured endorsement. 8.2 (c) will name Contractor, its parent, associated and affiliate companies and their
respective directors, officers, agents, servants, employees and Contractor Financing Parties, [_________]as loss payee. Notice
regarding cancellation, termination or material change in coverage or condition will be provided in accordance with the policy
terms. Contractor and Contractor’s Financing Parties will be provided with 30 days written notice if any policy listed
on the certificate is cancelled prior to the expiration date. Contractor and Subcontractor shall to waive all rights of subrogation
against both each Parties and against Contractor Financing Parties, any right of setoff and counterclaim, and any right to
deduction due to outstanding premiums. Subcontractor shall cause Sub-subcontractors to carry commercial general liability
insurance as described in subsection (a), workers compensation insurance as described in subsection (d), and automobile liability
described in subsection (e). If Subcontractor fails to secure and maintain the required insurance and during such time period,
a casualty or other otherwise insurable event occurs, Subcontractor shall bear full responsibility for costs associated with
repairing or replacing the System as a result of such event.





38







Certificates
of Insurance to be issued to the following parties;





|Subcontractor: | GED                                   
|-------------- | --------------------------------------
|               | 547 W. Charles St. Suite 100          
|               | Matthews, North Carolina 28105        
|               | Attn: Manager                         
|               |                                       
|Contractor:    | Panasonic Corporation of North America
|               | acting through its division           
|               | Panasonic Enterprise Solutions        
|               | Company Two Riverfront Plaza, 12th    
|               | Floor                                 
|               | Newark, NJ 07102                      
|               | Attn: General Counsel                 
|               |                                       
|Customer:      | Coronal HS, LLC                       
|               | c/o Coronal Group                     
|               | LLC                                   
|               | 330 N. Brand                          
|               | Blvd. Suite 1170                      
|               | Glendale, CA 91203                    
|               | Attn: General                         
|               | Counsel                               





39







ARTICLE
9



REPRESENTATIONS
AND

WARRANTIES



Except
as otherwise indicated below, each Party hereby represents and warrants to theother
Party as follows:



9.1           Organization
and Qualification. It is duly formed, validly existing and in goodstanding
under the laws of the jurisdiction of its organization and has the lawful power to engagein the business it presently conducts and contemplates conducting.



9.2          	Power
and Authority. It has the power to make and carry out this Agreement andto perform its obligations
hereunder and under the Scope of Work and all such actions have been duly
authorized by all necessary proceedings on its part.



9.3No
Conflict. The execution, delivery and performance of this Agreement willnot conflict with, result in the breach
of, constitute a default under or accelerate performance required
by any of the terms of its certificate of incorporation, by-laws, certificate oforganization
or operating agreement, as applicable, or any Applicable Law or any covenant,agreement,
understanding, decree or order to which it is a party or by which it or any of itsproperties
or assets is bound or affected.



9.4Validity
and Binding Effect. This Agreement has been duly and validly executedand
delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordancewith
its terms, except to the extent that its enforceability may be limited by bankruptcy,insolvency,
reorganization, moratorium or other similar laws affecting the rights of creditorsgenerally
or by general principles of equity.



9.5Licenses.Subcontractor
and Contractor represent and warrant that each is dulylicensed as a contractor in the State in which the Site is
located, to the extent required under Applicable
Law to be so licensed in connection with the Work or any part thereof.



9.6          	Subcontractor
Patents. Subcontractor represents and warrants to Contractor thatSubcontractor owns or has the right to
use, or will be able to secure from its Sub-subcontractors or
Suppliers the right to use, all intellectual property rights necessary to perform the Work withoutconflict
with the rights of others and to enable Contractor to operate, maintain and repair the System without infringement thereof;
and Subcontractor shall defend, indemnify and holdContractor
harmless from any and all claims relating to Contractor’s use of such intellectualproperty,
so long as such use is consistent with the license provided in Section 13.14.



9.7          	Site
Control. Contractor represents and warrants to Subcontractor that, to the bestof
Contractor’s knowledge, other than as set forth in the Contract Documents and the ProjectAgreements,
there are no restrictions on use of the Site, or any other property adjacent to or nearthe
Site that would interfere with the performance of Subcontractor’s obligations under thisAgreement.





40







ARTICLE
10



CONTRACTOR’SRESPONSIBILITIES



10.1        Access
to Site. To the maximum extent permitted under and subject to therequirements
of the Project Agreements, on the Commencement Date and for so long as any Work(including
any Work related to the Subcontractor Warranty) is to be provided by Subcontractoror
its Sub-subcontractors hereunder, Contractor shall enable Subcontractor or any of its Sub- subcontractors or agents to gain
commercially reasonable access to the Site for the purpose ofperforming
the Work hereunder. Contractor shall keep the Site free and clear from any HazardousMaterials
introduced to the Site by Contractor. In addition to the foregoing, to the maximumextent
permitted under and subject to the requirements of the Project Agreements, Contractorshall allow Subcontractor to
have access to the Site to: (a) inspect the Site to verify conditions and
to construct and install the System on the Site; (b) to access and maintain a data acquisition system (“DAS”) on
the System and collect data from such DAS, independent of any DAS ownedby
Customer; and (c) to perform (or cause to be performed) all tasks necessary or appropriate,as
reasonably determined by Subcontractor, to carry out the activities and enjoy the rights set forth in this Agreement. To the
maximum extent permitted under and subject to therequirements
of the Project Agreements, Contractor shall ensure that Subcontractor has access toand
use of lighting, power, and water while performing Work hereunder at no cost to Subcontractor.



10.2         
Information Regarding the Site. Contractor shall provide to Subcontractor suchdocuments,
information and materials as are in Contractor’s possession or reasonably available toContractor
with respect to the Site, including, to the extent reasonably available to Contractor, surveys describing the property, boundaries,
topography and reference points for use duringconstruction,
including existing service and utility lines; if all or a portion of the System is to beground-mounted,
the Geotech Report, any zoning or other requirements and encumbrancesaffecting
land use, or necessary to permit the proper design and construction of the System andenable
Subcontractor to perform the Work; a legal description of the Site and as-built and recorddrawings
of any existing structures at the Site; and environmental studies, reports and impactstatements
describing the environmental conditions, including Hazardous Materials, includingthe
Environmental Reports. Subcontractor will be entitled to rely on the accuracy of the informationprovided
by Contractor pursuant to this Section and listed on Schedule 10.2.



10.3          
Permits. Contractor shall obtain and maintain any and all Contractor Permits, at itssole
cost and expense.



10.4        
Compliance with Laws and Agreements. Contractor shall comply with anyobligation
required at law or in equity or under any Permits, financing documents, or otheragreements
or understandings to which Contractor or any Contractor Person is a party or under which any of them is bound, to the extent failure
to comply with any such obligation would havean
adverse effect on the ability of the Contractor or Subcontractor to perform its respectiveobligations
hereunder.



10.5
         Cooperation. The Parties shall fully and timely cooperate with each other in theperformance
of their respective obligations under this Agreement and the Contract Documents,including,
(a) timely delivery and review and, where applicable, approval of drawings,specifications,
Change Order Requests and other communications requirements and (b) timelyprovision
of all information and consents necessary for Subcontractor to apply for theSubcontractor
Permits and fulfill its obligations hereunder and for Contractor to apply for theContractor
Permits and fulfill its obligations hereunder.



10.6        
Data Transmission. Contractor shall cause to be installed within the System orwithin
twenty (20) feet of the System a broadband internet connection for data transmission and
shall maintain such connection throughout the period when any Contractor Warranty remainsin
effect.





41







ARTICLE
11



SUBCONTRACTOR
WARRANTIES



11.1         
Warranty of Title. Subcontractor warrants good title, free and clear of all liens andother
encumbrances to all equipment and other items furnished by it or any of its Sub-subcontractors
or Suppliers that become part of the System; providedthat such warranty is (i)conditioned
upon Contractor making payments in accordance with the terms of this Agreement,and
(ii) excludes liens or other encumbrances created by or through Contractor including thoseimposed
or claimed as a result of acts or omissions of Contractor.



11.2        
Defect Warranty. Commencing on the Substantial Completion Date and for a period thereafter
that is the greater of (x) two (2) years and (y) such longer period as required byApplicable
Law, Subcontractor warrants that the System will (i) be free from defects in materials,construction,
fabrication and workmanship; (ii) be new and unused at the time of installation; and (iii) be of good quality and in good condition.
For the purposes hereof, “defect” meansfailure of the System or the applicable
component thereof to conform to Specifications thereforset forth in the Contract
Documents.



11.3        
Design Warranty. Commencing on the Substantial Completion Date and for a period thereafter
that is the greater of (x) two (2) years and (y) such longer period as required byApplicable
Law, Subcontractor warrants that the design services included as part of the Work furnished by Subcontractor or any Sub-subcontractors
hereunder shall conform to the designspecifications set forth in the Specifications,
subject to amendment/modification pursuant to Change Orders subsequent to the Final Designs.



11.4       
Exclusions. The Subcontractor Warranty shall be subject to the followingexclusions,
and Subcontractor shall not be responsible for:



(a)          	any
defect or damage or malfunction to the extent caused by (1) the failure to properly operate or maintain the System in accordance
with manuals or printed instructionsprovided
with the System or in accordance with Industry Standards, other than any such failureby
Subcontractor or any of its affiliates, or any Sub-subcontractors that are performing operatingor
maintenance services to the System, (2) any repair or replacement using a part or service not
listed in the operation and maintenance manual or Contract Documents, or not providedor
authorized in writing by Contractor, (3) improper use, vandalism, or theft, or (4) Force MajeureEvents;



(b)        normal
wear and tear;





42







(c)damage caused by insects, rodents or other animals; or



(d)any
modifications or enhancement to the System, or alterations, repairs orreplacements
performed by the Contractor or any Contractor’s contractor (other than the Subcontractor,
any Subcontractor affiliate, or any of Subcontractor’s Sub-subcontractors) orCustomer
after the Mechanical Completion made without prior written approval of Subcontractorand
not executed in accordance with the manuals or printed instructions provided with theSystem,
Applicable Law or Industry Practices; provided, however, that the foregoing exclusions shall not apply, to the extent caused
by any act or omission of Subcontractor, or any failure bySubcontractor to perform,
as operator under the O&M Agreement. For avoidance of doubt, theSubcontractor
Warranty does not include and Subcontractor is not responsible for defects in thosephotovoltaic
modules or inverters or other components (if any) that have not been supplied by Subcontractor (or, if so specified in the Scope
of Work, other componentsof the System
with respect to which the original manufacturer’s warranties are assigned toCustomer
as provided in Section 11.5 below), and shall exclude any warranty claims to theextent
caused by defects in design, materials, construction and workmanship of the photovoltaicmodules,
inverters and racking of the System (or, if so specified in the Scope of Work, such other components of theSystem).
The warranties provided herein are not a warranty or guarantee of any specific level ofoutput
of energy from the System.



11.5      
Pass-Through Manufacturers’ Warranties. Subcontractor shall assign toCustomer,
upon Substantial Completion of the System, all applicable pass-through warranties from Subcontractor’s manufacturers and
suppliers, including, if applicable, the manufacturer of the invertersand,
if so specified in the Scope of Work, other components of the System with respect to which the original manufacturer’s warranties
are assigned to Contractor by Subcontractor. Such manufacturers shall bestated
in Contract Documents. Subcontractor will provide Contractor with copies of allsuch
pass-through warranties. In the event that any inverters are provided by Contractor orany
entity affiliated with Contractor for use in the System, Subcontractor shall have noobligation
to assign the applicable warranty for such inverters.



11.6       
Warranty Claim Process; Repair or Replace. Contractor shall provide toSubcontractor
written notice of a claim under the Subcontractor Warranty reasonably promptly after discovery of the conditions or circumstances
upon which such claim is made, and shall provide to Subcontractor an opportunity to investigate such a claim. Subcontractor shall,
atSubcontractor’s own cost and expense,
as promptly as practicable and on a reasonably expeditedbasis
while minimizing any impact of the failure on the availability and functionality of the System,repair
or replace or re-perform, at its option, the non-conforming or defective part of the System or Work. Subcontractor shall pay the
cost of removing any defective component and the cost ofre-
performing, repairing, replacing or testing such item as shall be necessary to causeconformance
with the Subcontractor Warranty. The timing of the work to be completed withrespect
to any such remediation or repair shall be subject to Contractor’s reasonable approval (butmust
not prejudice Subcontractor’s ability to repair or replace the defective part or re-performthe
defective Work or materially increase the Subcontractor’s costs with respect thereto). Suchremediation
or repair shall be considered complete when the applicable defect or Work has beencorrected
by the affected equipment or parts being restored to Specifications. With respect tothe
Defect Warranty, all repaired or replaced parts shall have an additional warranty equalto
the longer of (a) the unexpired term of the warranty period with respect to the DefectWarranty
specified in this Section 11 or (b) one (1) year.





43







ARTICLE
12CONFIDENTIALITY AND PUBLICITY



12.1       Confidentiality.
The Parties hereby agree that neither Party receivingConfidential
Information (the “Receiving Party”) disclosed by the other Party (the “Disclosing
Party”) shall use for any purpose, other than the performance of the Work under this Agreementand
the use and operation of the System or any part thereof, or divulge, disclose, produce, publish,
or permit access to, without the prior written consent of the Disclosing Party, anyConfidential
Information of the Disclosing Party. “Confidential Information” includes, withoutlimitation,
this Agreement and exhibits hereto, all information or materials prepared inconnection with the Work
performed under this or any related subsequent agreement, designs, drawings,
specifications, techniques, models, data, documentation, source code, object code,diagrams,
flow charts, research, development, processes, procedures, know how, manufacturing,development
or marketing techniques and materials, development or marketing timetables,strategies and development plans,
customer, supplier or personnel names and other information related to customers, suppliers or other personnel, pricing
policies and financial information, and other
information of a similar nature, whether or not reduced to writing or other tangible form,and
any other trade secrets. Confidential Information does not include (a) information known tothe
Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in thepublic
domain at the time of disclosure by the Receiving Party or any time thereafter; or(c)
information obtained by the Receiving Party from a third party who to the Receiving Party’sknowledge
did not receive same, directly or indirectly, from the Disclosing Party. The ReceivingParty
shall use the higher of the standard of care that the Receiving Party uses to preserve itsown
confidential information or a reasonable standard of care to prevent unauthorized use ordisclosure
of such Confidential Information. Notwithstanding anything herein to the contrary,the
Receiving Party has the right to disclose Confidential Information without the prior writtenconsent
of the Disclosing Party: (i) as required by any court or other Governmental Authority,or
by any stock exchange the shares of any Party are listed on; (ii) as otherwise required byApplicable
Law; (iii) as advisable or required in connection with any government or regulatoryfilings,
including filings with any regulating authorities covering the relevant financial marketsand
applications and other filings under Section 2.6; (iv) to its attorneys, accountants, financial advisors or other agents, in
each case bound by confidentiality obligations; (v) to banks, investorsand
other financing sources (including potential financing sources) and their advisors, in eachcase
bound by confidentiality obligations; or (vi) in connection with an actual or prospectivemerger
or acquisition or similar transaction where the party receiving the ConfidentialInformation
is bound by the same or similar confidentiality obligations. If a Receiving Partybelieves
that it will be compelled by a court or other Governmental Authority to disclose Confidential Information of the Disclosing
Party, it shall give the Disclosing Party prompt written notice to the extent legally
permissible so that the Disclosing Party may determinewhether to take steps to
oppose such disclosure.





44







12.2        
Publicity. The Parties shall jointly agree upon the necessity and content of any press
release in connection with the matters contemplated by this Agreement. Subcontractor shallcoordinate
with Contractor with respect to, and provide Contractor advance copies of the text of,any proposed announcement or publication
that may include any non-public information concerning the Work prior to the dissemination
thereof to the public or to any Person other thanSubcontractors, Suppliers or advisors
of Subcontractor, in each case, who agree to keep suchinformation confidential.



ARTICLE
13MISCELLANEOUS



13.1        
Notices. All Notices required or permitted under the Contract Documents shallbe
in writing and shall be deemed given: (a) when delivered in person; (b) the next Business Day after deposit with a commercial
overnight delivery service for next Business Day delivery; or (c)upon
receipt if sent by United States mail, postage prepaid, registered or certified mail, return receipt requested. All Notices shall
be addressed to the recipient party at the address set forth onthe
first page to this Agreement or other address a party may designate in writing from time totime.



13.2       
Independent Contractor. Subcontractor shall at all times be and remain anindependent
contractor and not an agent of Contractor for any purpose whatsoever and shall haveno
authority to create or assume any obligation, express or implied, in the name of or on behalfof
Contractor or to bind Contractor in any manner whatsoever.



13.3     
Authorized Representatives. Each Party shall designate one or morerepresentatives
authorized to act on behalf of the designating Party. If a Party designates morethan
one authorized representative, it shall specify the nature of the communications for whicheach
representative is authorized to act on the designating Party’s behalf.



13.4         
Entire Agreement; Amendment. This Agreement, including the Exhibits hereto,represents
the entire and integrated agreement between the parties hereto with respect to thesubject
matter hereof and supersedes all prior negotiations, representations or agreements, eitherwritten
or oral. No Amendment, modification or waiver in respect of this Agreement will beeffective
unless in writing and executed by both Parties.



13.5        
Assignment. Neither Party shall assign or delegate its rights or obligations underthis
Agreement without the prior written consent of the other Party, such consent to be in its solediscretion;
provided, however, that either Party may assign this Agreement to an affiliate withthe
prior written consent of the other Party, such consent not to be unreasonably withheld ordelayed
(but any such assignment shall not relieve Subcontractor or Contractor of any of itsobligations
hereunder). In no event shall either Party assign this Agreement without also assigning the
O&M Agreement in the same manner and to the same assignee. In determiningwhether
to consent to any assignment, each Party shall be entitled to consider the experience,reputation
and creditworthiness of the proposed assignee or other transferee. Subject to theforegoing,
this Agreement shall be binding on and shall inure to the benefit of the Parties andtheir
respective successors and assigns. The subcontracting of any part of the Work bySubcontractor
shall not be deemed an assignment of this Agreement. In addition, Contractor may,without
the consent of Subcontractor, collaterally assign its rights, title and interest under thisAgreement
to any Contractor Financing Party, who, subject to any consent entered into bySubcontractor
with the Contractor Financing Party, may further assign such rights, title andinterest
under this Agreement upon exercise of foreclosure or similar remedies by the ContractorFinancing
Party following a default by Contractor under the financing arrangements entered intobetween
Contractor and the Contractor Financing Party. Any Party assigning this Agreement asset
forth in this Section 13.5 shall deliver notice of such assignment to the other Party as soon asreasonably
practicable. Subcontractor agrees to execute and deliver a reasonable estoppelcertificate
or consent to collateral assignment of the Agreement requested by any ContractorFinancing
Party on reasonably acceptable terms.





45







13.6         
No Waiver. No failure on the part of either Party to exercise or enforce any termhereof
or any right hereunder shall operate as a waiver, release or relinquishment of any right orpower
conferred under this Agreement.



13.7        
Survival. Cancellation, expiration, or earlier termination of this Agreement shall not relieve the Parties of obligations
that by their nature should survive such cancellation,expiration,
or termination (including any representations or warranties).



13.8     
Governing Law. The formation, interpretation and performance of thisAgreement
shall be governed by and construed in accordance with the laws of the State of North Carolina.



13.9        
Dispute Resolution.



(a)       	Good
Faith Negotiations. In the event that any question, dispute,difference
or claim arises out of or in connection with this Agreement, including any questionregarding
its existence, validity, performance or termination (a “Dispute”),which either Partyhas
notified to the other, senior management personnel from both Subcontractor and Contractorshall
meet and diligently attempt in good faith to resolve the Dispute for a period of thirty (30)days
following one Party’s written request to the other Party for such a meeting. If, however,either
Party refuses or fails to so meet, or the Dispute is not resolved by negotiation, the provisionsof
Section 13.9(b) shall apply.



(b)Arbitration.If the parties fail to resolve the Dispute in accordance withSection
13.9(a) above, the Parties shall try in good faith to settle the Dispute by mediation. If themediation
is unsuccessful, such dispute shall be resolved by binding arbitration administered bythe
AAA under its Construction IndustryArbitration
Rules, and judgment on the award rendered by the arbitrator may be entered in anycourt
having jurisdiction thereof. There shall be a single neutral arbitrator selected as follows:within
twenty (20) days after the AAA serves the confirmation of notice of filing of thearbitration
demand, the Parties shall agree on the appointment of a single neutral arbitrator andso
notify the AAA. If the Parties fail to agree on the appointment of a single neutral arbitrator within that time period, and have
not otherwise mutually agreed to extend that time period, thenthe
AAA shall make the appointment. The arbitration hearing shall be held in any venue per mutual decision between the parties hereto.



(c)Venue.The Parties agree that the federal courts of the United States ofAmerica
or the courts of the State of North Carolina shall have jurisdiction to hear any action tocompel
arbitration or any other judicial proceedings with respect to this Agreement.



(d)Continuance
of Work. During the pendency of any dispute arising under this Agreement, unless otherwise agreed between the Parties, Subcontractor
shall continue toperform the Work and its
other obligations in accordance with this Agreement. Contractor shallcontinue
to pay undisputed amounts to Subcontractor.





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13.10      
WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THEFULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVETO
A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING BROUGHT TO ENFORCEOR
INTERPRET THIS AGREEMENT. Each Party (i) certifies that no representative of theother
Party has represented, expressly or otherwise, that such other Party would not, in the eventof
litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the otherParty
has been induced to enter into this Agreement by, among other things, the mutual waiversand
certifications in this Section 13.10.



13.11       
Execution in Counterparts. This Agreement may be executed in counterparts,each
of which shall be deemed an original, but all of which shall constitute one and the sameinstrument.



13.12     
Ownership of Designs. All drawings, specifications, calculations, data, notesand
other materials and documents, including electronic data prepared by or furnished by Subcontractor to Contractor under this Agreement
(“Work Product”) are the instruments ofservice
of Subcontractor and Contractor will retain all common law, statutory andother
reserved rights, including copyrights and remain the property of Subcontractor.Subcontractor
grants a license to Contract, as set forth below in Section 13.14



13.13       
Final Drawings. Upon Final Completion and Contractor’s payment in full for allWork
performed under this Agreement, Subcontractor shall deliver to Contractor a copy of thefinal
record drawings for the System.



13.14     
Contractor’s Limited License upon Payment in Full. Subcontractor hereby grants
Contractor, and its successors and assigns, a paid-up, irrevocable, perpetual, royalty-freelimited
license to use the Work Product in connection with Contractor’s operation,maintenance and repair of the System (assignable
to Owner’s successors in interest). The Parties agree that the limited license to
use the Work Product granted hereunder will provideContractor sufficient rights in
and to the Work Product as will be necessary for Contractor to operate, maintain and repair the System. The license granted under
this Section is only valid for use in relation to the System at the Site and this provision does not permit Contractor to usesubcontractor’s intellectual property in relation to any other project or photovoltaic
system. No other license in the Work Product is granted pursuant to this Agreement. Subcontractor agreesthat
Contractor may collaterally assign the license granted to Contractor in this Section 13.14to
Contractor Financing Parties as security for financial accommodations provided to Contractor.





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IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executedas
of the Effective Date by their duly authorized representatives.



|PANASONIC ENTERPRISE SOLUTIONS |                  |                            
|------------------------------ | ---------------- | ---------------------------
|COMPANY, DIVISION OF PANASONIC |                  | GREEN EARTH DEVELOPERS LLC.
|CORPORATION OF NORTH AMERICA   |                  |                            
|                               |                  |                            
|By:                            |                  |                            
|                               |                  |                            
|Name:                          | Ruben Dagstanyan |                            
|                               |                  |                            
|Title:                         | Vice President   |                            



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