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in the imposition or creation of any mortgage, pledge, lien, security interest, or other encumbrance under this Agreement or under
any term or condition of any mortgage, indenture, or any other agreement or instrument to which it is a party or by which it or any of
the Owner’s properties or assets are bound. There is no action, suit, or proceeding, at law or in equity, or ofcial investigation before
or by any government authority pending or, to its knowledge, threatened against the Owner, wherein an anticipated decision, ruling,
or nding would result in a material adverse effect on the Owner’s ability to perform its obligations under this Agreement or on the
validity or enforceability of this Agreement.
(b) The Taxing Jurisdiction hereby represents, warrants, and covenants that, as of the date of this Agreement:
1. The Taxing Jurisdiction is duly organized, validly existing, and in good standing under the laws of the State of New York and
has full legal right, power, and authority to execute, deliver, and perform all applicable terms and provisions of this Agreement.
2. All necessary action has been taken to authorize the Taxing Jurisdiction’s execution, delivery, and performance of this
Agreement, and this Agreement constitutes the Taxing Jurisdiction’s legal, valid, and binding obligation enforceable against it in
accordance with its terms.
3. No governmental approval by or with any government authority is required for the valid execution, delivery, and performance
under this Agreement by the Taxing Jurisdiction except such as have been duly or will be obtained or made.
4. There is no action, suit, or proceeding, at law or in equity, or ofcial investigation before or by any government authority
pending or, to its knowledge, threatened against the Taxing Jurisdiction, wherein an anticipated decision, ruling, or nding would
result in a material adverse effect on the Taxing Jurisdiction’s ability to perform its obligations under this Agreement or on the validity
or enforceability of this Agreement.
2. Tax Exemption; Payment in Lieu of Real Property Taxes.
(a) Tax-Exempt Status of the Project Facility. Pursuant to RPTL 487 the Parties hereto agree that the Project shall be placed by the
Taxing Jurisdiction as exempt upon the assessment rolls of the Taxing Jurisdiction. A Real Property Tax Exemption Form (RP 487) has or
will be led with the Assessor responsible for the Taxing Jurisdiction and the Project is eligible for exemption pursuant to RPTL 487 (4).
(b) Owner agrees to make annual payments to the Taxing Jurisdiction in lieu of real property taxes for the Project for a period
of fteen (15) consecutive scal tax years; annual payments may not exceed the amounts that would otherwise be payable but for the
RPTL 487 exemption. Such 15-year term shall commence on the rst taxable status date selected by Owner following commencement
of the construction of the Project (the “Commencement Date”), and shall end the fteenth scal year following the Commercial
Operations Date. The rst annual payment shall be in the amount of $ per Megawatt AC of Capacity (the “Annual Payment”).
Thereafter Annual Payments will escalate by percent ( %) per year. Based on the Capacity of Megawatts AC, Annual
Payments to be made by Owner during the term of this Agreement shall be as listed in Exhibit B. Each Annual Payment will be paid
to the Taxing Jurisdiction in accordance with Section 5 of this Agreement; and the annual payment amount and payment date will be
noted on an annual bill issued by the Taxing Jurisdiction to the Owner, provided that any failure of the Taxing Jurisdiction to issue
such a bill shall not relieve Owner of its obligation to make timely payments under this section.
(c) Owner agrees that the payments in lieu of taxes under this Agreement will not be reduced on account of a depreciation
factor or reduction in the Taxing Jurisdiction tax rate, and the Taxing Jurisdiction agrees that the payments in lieu of taxes will not be
increased on account of an ination factor or increase in the Taxing Jurisdiction tax rate, all of which factors have been considered in
arriving at the payment amounts reected in this Agreement.
3. Change in Capacity at Mechanical Completion: Adjustments to Payments. To the extent that the Capacity of the Project is
more or less than the Megawatts AC on the date when the Project is mechanically complete, and Owner has commenced
production of electricity, the payments set forth in Exhibit B will be increased or decreased on a pro rata basis.
4. Change in Capacity After Mechanical Completion: Adjustments to Payments. If after the Completion Date the Capacity
is increased or decreased as a result of the replacement or upgrade or partial removal or retirement of existing Project equipment
or property or the addition of new Project equipment or property, the Annual Payments set forth in Exhibit B shall be increased or
decreased on a pro rata basis for the remaining years of the Agreement.