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Schedule A

SOLAR ELECTRICITY FOR COMMUNITY BUILDINGS PROGRAM

POWER PURCHASE AGREEMENT

The Parties to this Power Purchase Agreement (the “Agreement”) are:

[Insert Name of Electric Utility] (the “Utility”) and [Insert Name of Seller] (the “Seller”)

Utility Seller

Notices: Notices:

Payments: Payments:

The Parties agree to the following Commercial Terms:

1. SUMMARY OF COMMERCIAL TERMS
a) Effective Date: [•] [Determined in accordance with the defined term in Schedule B]
b) Final In-Service Date: [•] [24 months from the Effective Date]
c) Term: 20 years from the Commercial Operation Date
d) Site: Described in Schedule “D”
e) Aggregate Name Plate Capacity of the Generating Facility: [•]
f) Energy Rate: [•] ($/MWh)
g) Annual Net Output: [•] (MWh/year);
h) Energy Source: Solar (expected to produce at least 51% of its average annual renewable
low-impact electricity from solar energy)
i) Scheduled Commercial Operation Date: [•]

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2. DESCRIPTION OF SCHEDULES
Each of the following Schedules form part of the Agreement:
Schedule “A” - General Terms and Conditions. This Schedule sets out the terms and conditions
that are binding on the Parties and govern the sale and delivery of Energy under this Agreement.
Schedule “B” - Glossary of Terms. This Schedule defines the key terms and technical phrases
that are used in this Agreement to assist the Parties in the interpretation and application of this
Agreement.
Schedule “C” - Project Description. This Schedule sets out a technical description of the
Generating Facility and related assets.
Schedule “D” - Site Description. This Schedule provides the property identification designation
and shows the physical location of the Generating Facility and its associated building.
3. ENTIRE AGREEMENT
This Agreement, constitutes the entire agreement of the Parties regarding its subject matter and
supersedes all prior agreements, understandings, representations and statements (oral or written).

The Parties are deemed to have entered into this Agreement effective from the date of the Award
in accordance with subsection 37(1 C) of the Renewable Electricity Regulations (Nova Scotia).

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 Schedule “A”

GENERAL TERMS AND CONDITIONS

1 DEFINITIONS
1.1 Definitions
In addition to the terms defined elsewhere in this Agreement, capitalized terms shall have the
meanings given to them in the attached Schedule “B” - Glossary of Terms.
2 DEVELOPMENT OF THE FACILITY
a) The Seller shall perform, or cause to be performed, all activities necessary to complete the
design, construction and commissioning of the Generating Facility, at the Site by the Final
In-Service Date. The Seller shall ensure that the Generating Facility is designed and
constructed to operate in accordance with the requirements of this Agreement from the
Commercial Operation Date until expiry of the Term.
b) Before the Commercial Operation Date, the Seller may modify the design of the Generating
Facility from the design proposed in its response to the request for proposals under Section
4B of the Electricity Act (Nova Scotia) if the modification does not result, either directly
or indirectly, in a failure to maintain the requirements for a procurement administrator to
award a contract under Section 37C of the Renewable Electricity Regulations (Nova
Scotia), change the Site, increase the Energy Rate, or increase or be reasonably expected
to increase the Annual Net Output. Any modification of the design of the Generating
Facility requires written notice to the Utility. Provided that such modification is in
accordance with the provisions of this Section 2(b), the notice provided by the Seller shall
be deemed to be incorporated into this Agreement as part of Schedule “C” - Project
Description.
c) The Seller shall perform its obligations under Section 2(a), or cause them to be performed,
using Good Utility Practice and in compliance with the Laws and Regulations and all
applicable provisions of this Agreement (including the Project Description). Without
limiting the foregoing, the Seller shall obtain and maintain, or cause to be obtained and
maintained, all relevant Permits required for the design, development, construction,
interconnection, commissioning and operation of the Project and shall ensure that all
requirements for notifications and inspections under the Electrical Installation and
Inspection Act (Nova Scotia) and Electrical Code Regulations (Nova Scotia) are fulfilled.
d) The Seller shall not make any material modification to the Generating Facility on or after
the Commercial Operation Date without the prior written consent of the Utility in its sole
discretion. For clarity, modifications which occur because of regular Generating Facility
repair and maintenance that do not change the Aggregate Name Plate Capacity or increase
Energy production beyond 110 percent of the Annual Net Output, would not be considered
material. Any modification affecting the output of a Generating Facility requires written
notice to the Utility.

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3 TERM OF AGREEMENT
3.1 Term
This Agreement shall become effective upon the Effective Date. Without prejudice to the
provisions of this Agreement relating to that period prior to the commencement of the Term, the
Term shall commence on the Commercial Operation Date.
4 COMPLIANCE WITH SOLAR PROGRAM
4.1 Eligible Participant
The Seller shall, on the Commercial Operation Date, be an Eligible Entity.
4.2 Requirements for Generation Facility
The Seller shall ensure that the Generation Facility meets the following requirements at all times
throughout the Term:
a) the Aggregate Name Plate Capacity does not exceed 50 kW;
b) it interconnects with the Electrical System through a single electric meter that records
Energy and peak power at least 4 times each hour; and
c) it is located within 100 metres of a building that meets the requirements set out in Section
4.3 of this Agreement.
4.3 Requirements for Associated Building
The Seller shall ensure that a building associated with a Generation Facility for purposes of Section
4.2(c) of this Agreement meets the following requirements:
a) from the Commercial Operation Date until the end of the Term the building,
i. is owned or leased, in whole or in part, by the Seller,
ii. is provided with electricity by the Utility through an electric meter
iii. is located
(1) on the same property as the Generation Facility, or
(2) on a property owned by the Seller that adjoins the property where the
Generation Facility is located, and
iv. is not at the same time associated with another Generation Facility under the
Solar Program; and
b) the building was not constructed or provided with electricity solely to qualify for the Solar
Program.
5 PURCHASE AND SALE OF ENERGY
5.1 Purchase and Sale
Subject to, and in accordance with, the terms and conditions of this Agreement, the Seller shall
sell and deliver to the Utility and the Utility shall purchase and take delivery of the entire Net
Output of the Generating Facility at the Delivery Point. The Net Output shall be sold and delivered
by the Seller free of any liens, encumbrances or adverse claims.

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6 PAYMENT FOR ENERGY PRODUCED BY SELLER
6.1 Energy Payment
a) Subject to, and in accordance with, the terms and conditions of this Agreement, the Utility
shall pay the Seller:
i. for Net Output produced each Contract Year, up to 110% of the Annual Net
Output, the Utility shall pay the Seller the Energy Rate unless the Seller is no
longer an Eligible Entity or ownership of the Generating Facility is transferred
to an entity that is not an Eligible Entity, in which case the Utility shall pay the
Seller 70% of the Energy Rate; or
ii. for Net Output produced each Contract Year, above 110% of the Annual Net
Output, the Utility shall pay the Seller the Incremental Energy Rate.
Such amounts payable shall be billed monthly in arrears in accordance with the provisions
of Section 6.2.
b) The Seller shall not be entitled to any payment from the Utility for Net Output from the
Generating Facility before the Commercial Operation Date.
c) The Seller shall notify the Utility in writing if, at any point in time after the Commercial
Operation Date, the Seller is no longer an Eligible Entity or the Generating Facility is
conveyed to an entity that is not an Eligible Entity.
d) The Seller shall provide the written notice required by Section 6.1(c) of this Agreement to
the Utility no later than 5 Business Days after the day that the Seller is no longer an Eligible
Entity.
6.2 Billing, Meter Reading and Payment
a) The amount of Energy delivered by the Seller to the Delivery Point will be determined
by the Utility through “revenue class” metering installed or approved by the Utility.
The Energy delivered to the Utility at the Delivery Point will be determined by
adjusting for Energy losses between the Meter Location and the Delivery Point.
b) The Utility shall read the meters monthly, prepare an Energy Statement (including time
and date of reading) and issue payment together with the Energy Statement for the
Energy supplied by the Seller during the month, under the terms of this Agreement,
within 30 days following the reading of the meter. If the Utility is late with the
processing of any payment, and without limiting Section 12.3(c), the Utility will pay
the Seller interest at the Prime Rate, compounded monthly from the due date to the date
payment is made. The Seller shall have access to meters for reading and verification
purposes.
c) If there is any dispute over any Energy Statement, both Parties have the right to
withhold that portion of payment in dispute until resolution is reached.
d) Subject to Section 11(c), if a meter reading error has occurred, adjustments will be
made accordingly.
e) In the event of a failure of the metering equipment to record Energy required for
determining payment hereunder, the Utility and the Seller agree to accept a reasonable

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 estimate of the Energy delivered during the period of meter failure based on other
recognized metering or measurement equipment on site. Where a check meter or other
equipment has not been installed, the Utility will use supplier software to estimate the
amount of Energy generated.
f) Pursuant to this Section 6.2, if a dispute arises with respect to any payment and is
resolved in favour of the Seller, the Utility will pay such disputed balance plus interest
at the Prime Rate, compounded monthly, from the due date to the date payment is made.
If resolution is in favour of the Utility, the Seller will refund any disputed amount
previously paid to the Seller plus interest at the Prime Rate, compounded monthly, from
the date of payment, to the date the refund is made. All such payments shall be made
within 15 days of the date of such resolution.
g) Each of the Parties reserve the right to net off amounts owed to the other in any month.
However, if there is a dispute over the amounts involved, then neither Party shall net
off any disputed amounts without the dispute being resolved.
6.3 Assignment of Emission Reductions and Renewable Energy Credits
a) Subject to Section 6.3(c), the Seller hereby assigns to the Utility, unconditionally and
absolutely, all of its right, title and interest in and to all of the Emission Reductions and
Renewable Energy Credits attributable to all of the Energy purchased by the Utility
from the Seller pursuant to this Agreement (including any Energy purchased during the
Interim Period). The Emission Reductions and Renewable Energy Credits shall be
assigned by the Seller free of any liens, encumbrances or adverse claims. The Seller
shall, upon the request of the Utility from time to time, execute and deliver (or cause
to be executed and delivered) all such further documents and instruments and do all
acts and things as the Utility may reasonably require to better effect, evidence or perfect
such assignment (or if such assignment is not permitted, to hold such right, title and
interest in trust for the Utility) or to otherwise deal with the Emission Reductions and
Renewable Energy Credits. Any expense incurred by the Seller pursuant to any such
request of the Utility shall be for the account of the Utility and the Utility shall promptly
reimburse the Seller for any such expenditure upon the Seller providing to the Utility
evidence satisfactory to the Utility (acting reasonably) of the amount and purpose of
the expenditure.
b) Unless requested by the Utility, the Seller shall not participate in any voluntary program
with respect to the Emission Reductions or Renewable Energy Credits without the prior
written consent of the Utility, which consent may, subject to Section 6.3(c), be
arbitrarily withheld.
c) The provisions of Sections 6.3(a) and 6.3(b) shall not apply to any Seller Benefits,
provided the Seller shall not participate in any program giving rise to Seller Benefits if
such participation reduces the amount of any Emission Reductions and Renewable
Energy Credits to which the Utility would otherwise be entitled.

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7 DELIVERY OF ENERGY BY THE SELLER
7.1 Delivery of Energy
Recognizing that the availability of the Energy Source may vary and, consequently, the resulting
Net Output may vary, the Generating Facility shall be designed and constructed to generate and
deliver, throughout the Term, an average yearly Net Output not less than the Annual Net Output
and the Seller shall use all reasonable commercial efforts to operate, maintain and rehabilitate the
Generating Facility in a manner which meets such Energy requirement.
7.2 Inspections by the Utility
Any review or inspection by the Utility of the design, construction, safety, operation, or
maintenance of the Generating Facility is solely for the information of the Utility. By making such
review or inspection, the Utility makes no representation as to the economic and technical
feasibility, safety, operational capability, or reliability of the Generating Facility. The Seller shall
in no way represent to any third party that any such review or inspection by the Utility of the
Generating Facility, including but not limited to, any review of the design, construction, operation,
or maintenance of the Generating Facility by the Utility is a representation by the Utility as to the
economic and technical feasibility, operational capability, or reliability of the Generating Facility.
The Seller is solely responsible for economic and technical feasibility, operational capability, or
reliability thereof. The Utility shall not be liable to the Seller for, and the Seller shall defend and
indemnify the Utility from, any claim, cost, loss, damage, or liability arising from any contrary
representation by the Seller or agents of the Seller concerning the effect of the Utility’s review of
the design, construction, operation, or maintenance of the Generating Facility.
7.3 Metering Ownership
The Utility shall own and maintain the Generating Facility's metering and telemetering equipment.
This ownership extends beyond the expiration and/or termination of this Agreement.
Notwithstanding the forgoing, the Seller is responsible for all reasonable costs associated with the
purchase, installation, operation, testing and maintenance of the metering and telemetering
equipment.
8 ACCEPTANCE OF ENERGY BY THE UTILITY
8.1 Obligation to Purchase
Provided the Seller is not in default of any of its material obligations pursuant to this Agreement,
the Utility shall be obliged to purchase and take delivery of the entire Net Output supplied to the
Delivery Point but, and in addition to the forgoing, the Utility may suspend such obligation to
purchase and to take delivery of Energy during any outage, interruptions in the delivery of
electricity permitted by the Interconnection Agreement, or in accordance with Sections 8.2, 8.3
and 8.4.
8.2 Curtailment of Supply
The Utility may interrupt or curtail all or a portion of the Energy produced by the Generating
Facility, to the extent that such interruption or curtailment is necessary under Good Utility Practice
to install equipment, make repairs, replacements, investigations or inspections of the Utility’s
Electrical System, as determined under the Interconnection Agreement. The Seller shall not be

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entitled to any claim or compensation for Energy curtailed or interrupted pursuant to this Section
including, without limitation, payment for any Energy interrupted.
8.3 Emergency
Notwithstanding Section 8.1, whenever the Electrical System or the systems with which it is
directly or indirectly interconnected experiences an Emergency, or whenever it is necessary to aid
in the restoration of service on the Electrical System or the systems with which it is directly or
indirectly interconnected, the Utility may curtail or interrupt the taking of all or a portion of the
Energy produced by the Generating Facility, provided such curtailment or interruption shall
continue only for so long as it is necessary under Good Utility Practice. The Seller shall not be
entitled to any claim or compensation for Energy curtailed or interrupted pursuant to this Section
including, without limitation, payment for any Energy interrupted.
8.4 Minimization of Interruptions
The Utility agrees to use all commercially reasonable efforts to coordinate and to minimize any
periods of interruption or curtailment as provided for in this article with the periods of Scheduled
Generating Facility Outage. The Utility shall, prior to initiating any interruption, reduction, or
refusal of Energy produced by the Generating Facility, use commercially reasonable efforts to
provide the Seller with a minimum of 5 Business Days’ notice, such notice to include an
explanation of the cause of the interruption, and an estimate of the start, duration, and termination
of the interruption.
9 OWNERSHIP, RISK AND INSURANCE
9.1 Ownership and Risk
a) Property in and all risk relating to the Energy produced and delivered to the Utility by
the Seller pursuant to this Agreement will pass from the Seller to the Utility at the
Delivery Point. All responsibility of the Seller for the creation, transmission and
delivery of Energy hereunder and all liability of the Seller with respect to the Energy
shall cease at the Delivery Point.
b) The Generating Facility shall be and remain the sole and exclusive property of the
Seller or its permitted assignees and the Seller shall be solely responsible for the
development, design, construction, operation, maintenance, rehabilitation and
modification of the Generating Facility.
c) The rights, duties, obligations and liabilities of the Parties hereunder shall be separate
and not joint or collective, nor joint and several. Nothing contained herein shall be
construed as creating a partnership, joint venture or association of any kind or as
imposing upon either Party any partnership duty, obligation or liability to the other
Party.
9.2 Insurance
a) The Seller shall, at all times during the Term, hold all risk property insurance and public
liability insurance in respect of the Generating Facility as would be implemented by a
reasonably prudent owner of such a Generating Facility.
b) The Utility will be shown as an additional insured on the liability policy.

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 c) The Seller shall provide the Utility with certificates issued by insurers evidencing the
insurance coverages described above.
10 LIABILITY, INDEMNIFICATION, ETC.
10.1 Indemnification
a) Each Party (each an "Indemnitor") shall indemnify and hold harmless the other Party
and such other Party's Affiliates, directors, officers, partners, employees, contractors,
subcontractors, agents and representatives thereof (individually and collectively called
an "Indemnitee") from and against all losses, damages and liabilities suffered by the
Indemnitee and all judgments, fines, penalties, charges, settlement amounts, costs,
expenses and reasonable legal fees (on a solicitor and own client basis, including
reasonable disbursements) incurred by the Indemnitee in connection with any causes
of action, action, claim, suit, inquiry, proceeding, investigation or appeal therefrom, to
the extent attributable to the wilful acts or omissions, fault or negligence of the
Indemnitor or the breach of its obligations under this Agreement, or, in the case of the
Seller, arising in connection with any emissions from the Generating Facility, or
relating or attributable to Energy prior to its delivery to the Delivery Point, or in the
case of the Utility, relating or attributable to Energy after it has been delivered to the
Delivery Point.
b) In respect of any indemnity obligation of the Indemnitor under this Agreement, the
Indemnitee shall give notice to the Indemnitor of any claim or other proceeding which
may give rise to such obligation, whereupon the Indemnitor shall, at its own cost, be
entitled to take carriage of the defence of any such claim or other proceeding, provided
the Indemnitor undertakes such defence promptly upon receiving such notice or
otherwise becoming aware of any such claim or other proceeding. If, within a
reasonable time after becoming aware of such claim or other proceeding (having regard
to any limitation period for responding to same), the Indemnitor fails to undertake,
without any reservation of rights, the defence of such claim or other proceeding, the
Indemnitee shall have the right, for the account of the Indemnitor, to undertake the
defence, settlement or compromise of such claim or other proceeding.
10.2 Consequential Loss
Notwithstanding any other provision of this Agreement, neither Party shall be liable to the other
Party or its Affiliates, directors, officers, partners, employees, contractors, subcontractors, agents
and representatives thereof for any reason (including negligence on the part of the first Party or
any Person for whose acts it is responsible, and howsoever the head of damage may be formulated)
in respect of any punitive, consequential or indirect damages of any nature whatsoever including
loss of use, loss of revenue, loss of profit, loss of contract or loss of goodwill or any other loss or
damage of an indirect or consequential nature suffered by the other Party or its Affiliates, directors,
officers, partners, employees, contractors, subcontractors, agents and representatives thereof in
connection with this Agreement other than as specifically provided for herein.

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11 ENGINEERING STANDARDS, OPERATION AND MAINTENANCE STANDARDS,
METERS
a) The Seller shall operate and maintain (or cause to be operated and maintained) the
Generating Facility using Good Utility Practice and in compliance with the Laws and
Regulations and this Agreement (including the Project Description).
b) The Seller shall provide the Utility access to the Generating Facility and the Site at all
reasonable times upon prior notice for the purpose of reading, installing, maintaining
or inspecting meters, examining the operation of the Generating Facility or other
purposes related to performance under the terms of this Agreement. Such access shall
not unreasonably interfere with the Seller's normal business operations. All Utility
personnel shall, to the extent reasonable, follow all of the Seller’s applicable safety and
procedural rules while on the Generating Facility premises. The Seller shall provide
such safety and procedural rules to the Utility prior to the Commercial Operation Date
and include updates as necessary. The inspection of the Generating Facility or the
exercise of any audit rights or the failure to inspect the Generating Facility or to
exercise audit rights by or on behalf of the Utility shall not relieve the Seller of any of
its obligations to comply with the terms of this Agreement. No Event of Default by the
Seller will be waived or deemed to have been waived by any inspection by or on behalf
of the Utility. In no event will any inspection by the Utility hereunder be a
representation that there has been or will be compliance with this Agreement and Laws
and Regulations.
c) All Generating Facility metering equipment shall be routinely tested by the Utility. At
any time, either Party may request a test of the accuracy of the metering equipment at
its own expense. The results of meter calibrations or tests shall be available for
examination by the Parties at all times. If at any time, any meter equipment is found to
be outside of the accuracy requirements for revenue class meters according to
Measurement Canada’s error limits, the Utility shall cause such metering equipment to
be made accurate or replaced as soon as possible. If the meter is found to be accurate
within 3%, no financial adjustment will be required.
Each Party shall be given reasonable opportunity to be represented in person at any
time that a meter is sealed or unsealed for whatever reason from time to time
(reasonable notice shall be provided by the initiating party to the other party for this
purpose), and shall comply with any reasonable request of the other concerning the
sealing of meters and other matters affecting the accuracy of the measurement of
Energy delivered. If either Party believes that a meter is operating inaccurately, it shall
immediately notify the other Party. If a meter’s accuracy, by testing, is found to be
subject to variances of greater than 3%, a financial adjustment will be made to
compensate for any excess variance over the 3% limit for a period not to exceed 90
days.

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12 TERMINATION BY THE PARTIES
12.1 Termination by the Utility
Notwithstanding any other provision of this Agreement, and without limiting any other remedies
available at law, equity, contract or otherwise, and subject to Section 13.1, the Utility may
terminate the Agreement in each of the following events (“Event of Default”):
a) if the Seller ceases Energy production at the Generating Facility for a continuous
period of 6 months from events other than Force Majeure Event or Utility
interruptions pursuant to Section 8.2 or 8.3, and the Seller does not,
i. within such 6 month period, provide the Utility with a plan for restoring
Generating Facility operations; and
ii. within such 6 month period, demonstrate to the reasonable satisfaction of
the Utility that the Seller is using all reasonable efforts to restore Generating
Facility operations and thereafter diligently use all reasonable efforts for the
■ restoration of such Generating Facility operations; or
b) if the Seller becomes insolvent or bankrupt within the meaning of the applicable
bankruptcy law or makes a general assignment for the benefit of creditors or
otherwise acknowledges its insolvency, or if an order is made or a resolution passed
for the winding-up of the Seller, or an encumbrancer shall take possession of the
Generating Facility or substantially all the property of the Seller; or
c) the failure of the Seller to cure any default in the performance of its material
obligations hereunder (not otherwise referred to in this Section 12.1) within 90 days
after notice has been given by the Utility or, if by reason of the nature of such
default the same cannot be remedied within such 90 day period, the failure of the
Seller, within 120 days after the notice, to demonstrate to the reasonable satisfaction
of the Utility that the Seller is using all reasonable efforts to institute corrective
action to cure and thereafter diligently use all reasonable efforts to cure such
default; or
d) according to the provisions of Section 13.1(b);
e) if the Commercial Operation Date, as defined in this Agreement, has not been
achieved by the Final In-Service Date;
12.2 Termination by the Utility where there is a secured lender
Where the Seller has assigned, charged, pledged, or hypothecated its rights hereunder to any bank
or other lending institution as security for present or future indebtedness, and has incurred
indebtedness under the security agreement:
a) the Utility may not terminate this Agreement where the only Event of Default relates
to the bank or lending institution taking possession of the Project, or appointing a
receiver or receiver and manager, and subject to the terms of this Agreement, will pay
for the Net Output from the Generating Facility in accordance with Section 6.1;
b) Subject to the Utility’s rights to consent under Section 13.2(b), where a bank or lending
institution, acting under its security agreement, transfers the Project to a third party, the

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 terms of this Agreement shall continue to operate and the third party shall, subject to
the terms of this Agreement, be paid for the Net Output from the Generating Facility
in accordance with Section 6.1;
c) the Utility may not terminate this Agreement where there is an Event of Default, other
than identified in Section 13.1, without first providing the bank or other lending
institution with an opportunity to cure the default as if it were the Seller under Section
12.1; and
d) The provisions of this Section 12.2 are in addition to the rights of the Utility or any
bank or other lending institution under any consents, acknowledgements, agreements
and other assurances executed by the Utility and the bank or lending institution
pursuant to Section 13.2(c).
12.3 Termination by the Seller
Notwithstanding any other provision of this Agreement, and without limiting any other remedies
available at law, equity, contract or otherwise, and subject to Section 13.1, the Seller may terminate
the Agreement in each of the following events:
a) if the Utility becomes insolvent or bankrupt within the meaning of the applicable
bankruptcy law or a receiver is appointed in respect of any of its assets or it makes
a general assignment for the benefit of creditors or otherwise acknowledges its
insolvency, or if an order is made or a resolution passed for the winding-up of the
Utility; or
b) other than a default of payment as outlined in Section 3(c), the failure of the Utility
to cure any default in the performance of its obligations hereunder within 45 days
after notice has been given by the Seller or, if by reason of the nature of such default
the same cannot be remedied within such 45 day period, the failure of the Utility,
within such 45 day period, to demonstrate to the reasonable satisfaction of the Seller
that the Utility is using all reasonable efforts to institute corrective action to cure
the same and thereafter diligently use all reasonable efforts to cure such default;
c) the failure of the Utility to pay all monies due to the Seller and not the subject of a
dispute pursuant to Section 6.2(c) for the purchase and sale of Energy hereunder
within 15 days of written notice to the Utility of the default in payment; or
d) according to the provisions of Section 13.1 (b).

13 GENERAL PROVISIONS
13.1 Force Majeure Event
a) Force Majeure Event shall mean an event, condition, occurrence, or circumstance
beyond the reasonable control and not attributable to the fault or negligence of the Party
claiming Force Majeure, which, despite all reasonable efforts at a reasonable cost of
the Party claiming the Force Majeure to prevent its occurrence or mitigate its effects,
causes a delay or disruption in the performance of any obligation (other than the
obligation to pay monies due) imposed on such Party hereunder, including, without
limitation, any act of God, labour disturbance, act of the public enemy, war,

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 insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or
equipment if caused by an event which would constitute Force Majeure, any order,
regulation or restriction imposed by governmental, military, or lawfully established
civilian authorities, or any other cause beyond a Party’s control, if either Party shall be
unable, because of a Force Majeure Event, to carry out its obligations under this
Agreement, either wholly or in part, that Party shall be excused for whatever
performance is affected by the Force Majeure Event to the extent so affected, if the
non-performing Party:
i. gives prompt notice to the other Party of the occurrence of the Force Majeure
Event giving an estimation of its expected duration and the probable impact on
the performance of its obligations hereunder and submitting good and
satisfactory evidence of the existence of the Force Majeure Event;
ii. exercises all reasonable efforts to continue to perform its obligations hereunder;
iii. expeditiously acts to correct or cure the Force Majeure Event and submit good
and satisfactory evidence that it is making all reasonable efforts to correct or
cure the Force Majeure Event;
iv. exercises all reasonable efforts to mitigate or limit harm because of the Force
Majeure Event to the other Party to the extent such action will not adversely
affect its own interest;
v. provides prompt notice to the other Party of the cessation of the Force Majeure
Event;
vi. as soon as reasonably possible after such Force Majeure Event, fulfills or
resumes fulfilling its obligations hereunder;
but any payment obligations of either Party which arose before the occurrence of the
Force Majeure Event causing non-performance shall not be excused because of the
occurrence of a Force Majeure Event.
b) Upon the occurrence of a Force Majeure Event, the Party whose performance is
affected by such event (the “Affected Party”) shall notify the other Party (the
“Unaffected Party”) of the occurrence as required in Section 13.1(a) and the Affected
Party shall include in such notice an estimate of the time to cure with reasonable
diligence the performance affected by such event. If the Affected Party does not
proceed forthwith to cure the event with reasonable diligence or the event is not cured
within 24 months after the occurrence of the event, the Unaffected Party shall be at
liberty to terminate this Agreement.
c) Notwithstanding anything to the contrary herein, if a Force Majeure Event causes the
Seller to fail to achieve the Commercial Operation Date by the Final In-Service Date,
then the Final In-Service Date shall be deemed to be extended for such reasonable
period of delay directly resulting from the impact of the Force Majeure Event and the
term shall be correspondingly extended.
13.2 Assignment
a) The Utility may assign this Agreement, in whole but not in part, to any Person who can
satisfy all the Utility's obligations hereunder; and until such time as the assignee has
demonstrated to the reasonable satisfaction of the Seller, acting reasonably, that it is
equally capable of satisfying all of the obligations of the Utility hereunder, the Seller
shall not be required to recognize such assignment, but once so recognized by the
Seller, the assignee shall be entitled to all rights and be bound by all the obligations of
the Utility hereunder as of the effective date of the assignment, and the Utility shall no
longer be entitled to any rights nor be bound by any obligations hereunder, other than
those rights or obligations arising or accruing prior to the effective date of the
assignment.
b) The Seller may assign this Agreement, in whole, but not in part, to any Person
(“Assignee”) with the prior written consent of the Utility, which consent will not be
unreasonably withheld.
c) Notwithstanding Sections 13.2(a) and (b), either Party may assign, charge, pledge or
hypothecate its rights hereunder to any bank or other lending institution as security for
present or future indebtedness, provided that any such assignment, charge, pledge or
hypothecation is subordinate to this Agreement and that any such bank or other lending
institution or its agent shall agree to be bound by the terms and conditions of this
Agreement and acknowledges in writing that upon realization it or its successor will be
bound by this Agreement. The non-assigning Party shall execute and deliver such
consents, acknowledgements, agreements and other assurances as such lending
institution may require and as are acceptable to the non-assigning Party, acting
reasonably, in relation to the granting or enforcement of such security, including the
entitlement of the lender, its receiver or receiver and manager or any transferee of this
Agreement pursuant to such security to the rights, and the obligation of the lender, its
receiver or receiver and manager or such transferee to be bound by the obligations of
the assigning Party hereunder. Both Parties agree to execute consents,
acknowledgements, agreements or other assurances within a reasonable period.
d) Any Party may assign this Agreement to an Affiliate of such Party, and the assignee
shall be entitled to all rights and be bound by all the obligations of the assigning Party
hereunder as of the effective date of the assignment. Notwithstanding any assignment
pursuant to this Section 13.2(d), the assigning Party shall not be released from its
obligations hereunder and the assigning Party and any such Affiliate shall be jointly
and severally liable for all such obligations of such Party unless the provisions of
Sections 13.2(a) or (b) apply.
e) Any Party requesting an amendment to this Agreement, an assignment of this
Agreement or any of the rights hereunder, including an assignment, charge, pledge or
hypothecation under Section 13.2(c), is responsible for the reasonable legal expenses
incurred by the other Party, in connection with the proposed amendments or
assignment.

14
13.3 Applicable Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Province
of Nova Scotia.
13.4 Severability
If any clause, provision, or Section of this Agreement be ruled invalid by any court of competent
jurisdiction, the invalidity of such clause, provision, or Section shall not affect any of the remaining
provisions.
13.5 Complete Agreement & Preparation
All previous communications or agreements between the Parties, whether verbal or written,
regarding the subject matter of this Agreement are hereby abrogated. This Agreement may not be
changed, modified, amended, released or discharged except by a subsequent written agreement
made by duly authorized representatives of the Parties.
The Parties acknowledge and agree that any doubt or ambiguity in the meaning, application or
enforceability of any term or provision of the Agreement, including provisions relating to the
validity, interpretation or construction of the Agreement and the respective obligations, rights and
remedies of the Parties under the Agreement, shall not be construed or interpreted against one
Party or in favour of the other Party when interpreting such term or provision as a result of the
preparation or other event of negotiation, drafting or execution of the Agreement.
13.6 Waiver
The failure of either Party to require compliance with any provision of this Agreement shall not
affect that Party’s right to later enforce the same. It is agreed that the waiver by either Party of
performance of any of the terms of this Agreement or of any breach thereof will not be held or
deemed to be a waiver by that Party of any subsequent failure to perform the same or any other
term or condition of this Agreement or any breach thereof.
13.7 HST and Other Costs
a) Notwithstanding any provision of this Agreement, amounts payable pursuant to this
Agreement are exclusive of HST or similar tax and each Party shall pay to the other, in
addition to the amounts payable by this Agreement, all HST or similar tax properly
exigible on such amounts.
b) From the Effective Date to the end of the Term, each Party shall be a registrant and will
continue to be a registrant in accordance with the provisions of the Excise Tax Act
(Canada), except that a Party may be excused from the requirement in this Agreement
to be registered if the Party provides good and satisfactory evidence that it is not
required to be a registrant under the provisions of the Excise Tax Act (Canada) to the
other Party.
c) A Party that is excused under Section 13.7(b) from the requirement in this Agreement
to be registered shall, upon request from time to time, provide the other Party with good
and satisfactory evidence that it continues not to be required to be a registrant under
the provisions of the Excise Tax Act (Canada).

15
 d) A Party that is excused under Section 13.7(b) from the requirement in this Agreement
to be registered shall immediately register if it later becomes required to be a registrant
in accordance with the provisions of the Excise Tax Act (Canada).
e) A Party that is required to or voluntarily becomes a registrant in accordance with the
provisions of the Excise Tax Act (Canada) shall provide notice to the other of its HST
registration number on or before the Effective Date, or if it is not registered on the
Effective Date, on the date that it later becomes a registrant.
f) The following costs shall be the responsibility of the Seller:
i. real property taxes levied in respect of the Site;
ii. municipal taxes levied in respect of the personal property of the Seller
comprised in the lands used by the Seller or any occupancy thereof;
iii. rent, charges or fees levied in respect of the availability or use of lands and the
Energy Source by the Seller;
iv. costs associated with the design, construction, maintenance, operating,
rehabilitation and modification of the Generating Facility, including utility
costs; and
v. all costs of and associated with the Energy Source.
13.8 Representations and Warranties of Seller
The Seller covenants, represents and warrants to the Utility that:
a) The Seller has all necessary authority and capacity to enter this Agreement and to carry
out its obligations under this Agreement. The execution, delivery, and performance of
this Agreement have been duly authorized by all necessary corporate action.
b) There is no claim, action, proceeding, or other litigation pending or, to the knowledge
of the Seller, which, if adversely determined, would restrict or otherwise interfere in
any material respect with the obligations of the Seller under this Agreement.
c) Assuming the due execution and delivery by the Utility, this Agreement constitutes the
legal, valid, and binding obligation of the Seller enforceable against the Seller in
accordance with its terms, subject as to enforceability to limits imposed by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally and the availability of
equitable remedies.
d) The execution and delivery of the Agreement and the consummation of the transactions
contemplated hereby will not result in the breach or violation of any of the provisions
of, or constitute a default under, or conflict with or cause the termination, cancellation,
or acceleration of, its material obligations or any judgment, decree, order, or award to
which it is subject or any licence, permit, approval, consent, or authorization held by
it.
e) At all times during the Term, the entire Net Output of the Generating Facility will be
free of any liens, encumbrances, or adverse claims and is not and will not be subject to
or committed by the Seller under any contract or obligation other than this Agreement.

16
13.9 Representations and Warranties of the Utility
The Utility represents and warrants to the Seller that:
a) The Utility is a company incorporated, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation.
b) The Utility has all necessary corporate power, authority and capacity to enter this
Agreement and to carry out its obligations under this Agreement. The execution,
delivery and performance of this Agreement have been duly authorized by all necessary
corporate action.
c) There is no claim, action, proceeding or other litigation pending or, to the knowledge
of the Utility, which, if adversely determined, would restrict or otherwise interfere in
any material respect with the obligations of the Utility under this Agreement.
d) Assuming the due execution and delivery by the Seller, this Agreement constitutes the
legal, valid and binding obligation of the Utility enforceable against the Utility in
accordance with its terms, subject as to enforceability to limits imposed by bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and the availability of
equitable remedies.
14 MISCELLANEOUS PROVISIONS
a) The Utility shall have no responsibility for protection of the Generating Facility, or any
portion of the equipment which forms part of the Generating Facility. The Seller is
responsible for completely protecting the Generating Facility in such a manner that faults
or other disturbances of the Utility's Electrical System do not cause damage to the
Generating Facility.
b) Without limiting any rights the Seller may have against third parties, the Seller is
responsible for any damage caused by operations of the Generating F acility that is not due
to the negligence or willful misconduct of the Utility.
c) The Seller shall comply with all laws, regulations, by-laws, or orders of any duly
constituted authority in respect of construction, operation, and maintenance of the
Generating Facility.
d) The Utility has no responsibility for the suitability of the Site for the Generating Facility.
e) Nothing in this Agreement shall be construed as creating any relationship between the
Parties other than that of independent contractors for the sale and purchase of Energy
generated at the Generating Facility. The Parties do not intend to create any rights, or grant
any remedies to, any third-party beneficiary of this Agreement.
f) The Agreement may be executed by the Parties in counterparts, each of which, when so
executed and delivered to the other, shall be deemed an original and when taken together
shall be deemed one and the same instrument. The electronic delivery, including, without
limitation, by email or facsimile transmission, of any signed original of this Agreement
shall be the same as the delivery of an original.
g) Each Party shall, from time to time, execute and deliver all such further documents and
instruments and do all acts and things as the other Party may reasonably require to

17
 effectively carry out or better evidence or perfect the full intent and meaning of the
Agreement.
h) The Article or Section headings herein are included solely for convenience of reference,
are not intended to be full or accurate descriptions of the content thereof and shall not be
considered part of this Agreement.
i) For the purposes of interpreting the Agreement:
1. Words in the singular include the plural and vice versa.

2. The use of the words "including" and "include" are not limiting.

3. References to monetary amounts are in Canadian Dollars unless

otherwise stated.

4. Reference to any legislation (including regulations) is a reference to

that legislation in force from time to time and to any subsequent
legislation which has the effect of supplementing or superseding that
legislation.

5. No consent or approval contemplated under the Agreement shall be

effective unless given in writing.

6. Time shall be of the essence.

15 NOTICE
Every communication provided for herein shall be in writing and delivered to, sent by recognized
overnight delivery service or mailed by postage prepaid or facsimile to the Party to whom it is
intended to be given at the address specified in this Agreement or such other address (or facsimile
number) as a Party shall hereafter designate in writing from time to time.
Notice shall be given when received on a Business Day of the addressee. In the absence of proof
of the actual receipt date, the following presumptions shall apply. Any communication personally
delivered shall be deemed to have been received upon actual delivery. Any communication sent
by overnight delivery service shall be deemed to have been received 2 days after being sent. Any
communication sent by mail shall be deemed to have been received 5 days after having been
mailed. Any communication sent by facsimile shall be deemed to have been received on the day
following the date of transmission, if the sending Party has received a positive transmittal record
of such transmission and has promptly sent the original of such communication by prepaid mail or
recognized overnight delivery service.
16 SURVIVAL OF AGREEMENT
a) This Agreement enures to the benefit of the Parties hereto and their respective heirs,
successors, and permitted assigns.
b) After termination of this Agreement, both Parties shall be discharged from all further
obligations under the terms of this Agreement, excepting any liability which may have
been incurred before the date of such termination or as contractually provided for because

18
 of such termination to the extent such liability or contractual right is claimed within 5 years
of such termination.
17 CONFIDENTIALITY
17.1 Confidential Information
a) Any and all information and knowledge relating to the Generating Facility, the Energy
generated therefrom, the ownership or operation of the Generating Facility, and any
and all information emanating from the other Party's business in any form that a Party
may acquire under the terms of this Agreement, or by virtue of the relationship between
the Parties created by this Agreement (collectively, "Confidential Information"), shall
be considered confidential and, except as permitted elsewhere in this Article, shall not
be used, revealed, or divulged to any other Person, or published in any manner
whatsoever, without first obtaining the written consent of the other Party.
b) Notwithstanding the provisions of Section 17.1(a), a Party may reveal or divulge
Confidential Information:
i. that is already in the public domain,
ii. as required by applicable laws, including, without limitation, as required by the
Nova Scotia Utility and Review Board, the orders or directions of tribunals
having jurisdiction or stock exchange or clearing house requirements,
iii. as necessary in connection with any dispute resolution commenced pursuant to
this Agreement or any litigation commenced in respect of this Agreement; or
iv. in confidence, to the extent necessary, to any consultants, financial institutions
or advisors to such Party, or any potential investors in, or lenders to, the Seller
or the Generating Facility.
c) The obligations of the Parties under this Section 17.1 shall not extend beyond that date
which is the 5th anniversary of the end of the Term.
18 DISPUTE RESOLUTION
In the event of a dispute arising between the Parties as to the subject matter of the Agreement that
cannot be resolved between them, the Parties agree to submit the dispute to binding arbitration,
pursuant to the terms of the Commercial Arbitration Act (Nova Scotia). In particular, the Parties
agree to utilize the arbitration procedure attached as Schedule "A" to the Commercial Arbitration
Act (Nova Scotia) in the conduct of the arbitration.

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 SCHEDULE“B”

GLOSSARY OF TERMS

Whenever used in the Agreement, the following capitalized terms have the meanings ascribed to
them below:
Affiliate - means any Person that: (a) Controls a Party; (b) is controlled by a Party; or (c) is
controlled by the same Person that Controls a Party.
Aggregate Name Plate Capacity - means the aggregate name plate capacity of the generators
forming the Generating Facility, as specified in Section 1(e) of the Commercial Terms.
Agreement - means the Power Purchase Agreement executed by the Parties to which these General
Terms and Conditions are attached and includes any schedules and any other attachments to the
Agreement, as amended or supplemented from time to time in accordance with the provisions of
the Agreement.
Annual Net Output - means the Net Output estimated to be delivered in each Contract Year, as
specified in Section 1(g) of the Commercial Terms.
Award - means an award by the Procurement Administrator following the procurement process
under Section 4B of the Electricity Act (Nova Scotia).
Business Day - means a day other than a Saturday or a Sunday on which banks are open for
business in the Province of Nova Scotia.
Commercial Operation - means the achievement of all the following: (a) completion of the
design, construction and commissioning of the Generating Facility in accordance with the
Agreement; (b) interconnection of the Generating Facility to the Electrical System in accordance
with the Interconnection Agreement; (c) the Seller provides the Utility with a written notice
declaring the Seller’s intention to commence the Term on the first day of the calendar month
following the date of the notice.
Commercial Operation Date - means the first day of the calendar month following Commercial
Operation.
Commercial Terms - means the commercial terms itemized in the Agreement.
Confidential Information — shall have the meaning set forth in Section 17.1 (a) of this Agreement.
Contract Year - means a twelve-month period during the Term, starting from the Commercial
Operation Date or an anniversary thereof.
Control - means, with respect to any Person at any time, (a) holding, whether directly or indirectly,
as owner or other beneficiary (other than as the beneficiary of an unrealized security interest)
securities or ownership interests of that Person carrying votes or ownership interests sufficient to
elect or appoint fifty percent (50%) or more of the individuals who are responsible for the
supervision or management of that Person, or (b) the exercise of de facto control of that Person,
whether direct or indirect and whether through the ownership of securities or ownership interests,
by contract, trust or otherwise.

20
Convention - means United Nations Framework Convention on Climate Change and such
amendments, additions or substitutions thereto which may be in effect from time to time
throughout the Term.
Delivery Point - means the designated point between the Generating Facility and the Electrical
System where Energy from the Generating Facility enters the Electrical System.
Effective Date - means the date as specified in Section 1(a) of the Commercial Terms, which shall
be the date that the contract was awarded to the Seller by the Procurement Administrator following
the procurement process under Section 4B of the Electricity Act (Nova Scotia).
Electrical System - means the Utility’s facilities and equipment.
Eligible Entity - means an entity that is eligible to participate in a request for proposals under
S.37B of the Renewable Electricity Regulations (Nova Scotia).
Emergency - means a condition or situation which does or is likely to result in the disruption of
service to the Utility’s customers (excluding the effects of normal fluctuations in power generation
due to natural resource variations), which does or is likely to threaten or result in physical damage
to the Generating Facility in whole or in part, or does or is likely to endanger life or property.
Emission Reductions - mean those benefits recognized as intangible commodities by the Parties
and/or others as arising under the Agreement through the direct displacement by Energy from
renewable sources, of the emissions from coal, oil, petroleum coke, natural gas or other fossil
fuelled thermal electrical generation and includes Emission Reduction Credits (ERC's). Emission
Reductions under the Agreement related to Greenhouse Gas Emissions (GHG) and other specific
emissions known to arise from some or all fossil fuel thermal electrical generation. GHG and other
specific air emissions recognized under the Agreement are C02e, NOx, S02, Hg, particulates and
heavy metals and/or their salts or combinations thereof. Emission Reductions and ERC's do not
include any Seller Benefits.
Emission Reduction Credits or ERC's - means all rights, title and interest in and to all benefits,
rewards, credits, premiums, incentives, and other advantages related, in whole or in part, to GHG
Emission Reductions, whether in existence as of the date of the Agreement or arising during the
Term to the extent related or attributable to the operation of the Generating Facility for the
generation of Energy or otherwise, including:
a) any credit issued or granted by a government agency in connection with GHG
Emission Reductions;
b) any tradable allowance or allocated pollution right issued or granted in connection
with GHG Emission Reductions;
c) the sole right to claim credit in any reporting program established or maintained by
any government agency relating to GHG Emission Reductions;
d) the sole right to register, claim, file or bank GHG Emission Reductions in any
registry system established or maintained by any government agency or
nongovernmental organization or entity;
e) the sole right to any form of acknowledgment by a government agency that actions
have been taken by any Person in connection with GHG Emission Reductions that

21
 result in the reduction, avoidance, sequestration or mitigation of anthropogenic
GHG;
f) the sole right to claim or use GHG Emission Reductions for any and all purposes
and in any manner or form whatsoever now or in the future;
g) the sole right to any form of acknowledgment by a government agency to claim
tradable GHG allowance allocations when those tradable allowance allocations can
be:
i. banked for credit in the event of regulation requiring any reduction,
avoidance or mitigation of, or compensation for, GHG,
ii. claimed for credit against any compliance requirement, or
iii. put to any other sanctioned use;
h) the sole right to any form of acknowledgment by an International Agency in respect
of GHG Emission Reductions including the right to any acknowledgment that GHG
Emission Reductions constitute tradable emission reduction units for the purposes
of International Rules; and
i) the sole right to any offset of anthropogenic GHG that can be claimed by using
GHG Emission Reductions.
Energy - means electric energy measured as units of watt hours (kWh, MWh, GWh), including
such other electrical products arising from the operation of the Generating Facilities.
Energy Rate - means the rate in $/MWh, as specified in Section 1(f) of the Commercial Terms,
that is the rate accepted by the Procurement Administrator following the procurement process
under Section 4B of the Electricity Act (Nova Scotia).
Energy Source - means the source used to generate Energy from the Generating Facility, which
shall be solar, but which may include any other source included within the definition of “renewable
low-impact electricity” in the Renewable Electricity Regulations (Nova Scotia) if the other source
is not expected, as at the Effective Date, to produce more than 49% of the Annual Net Output.
Energy Statement - means a statement prepared in accordance with Section 6.2(b) and on a
monthly basis setting out the Energy delivered to the Delivery Point by the Seller (subject to any
adjustments to the delivered amount in accordance with this Agreement).
Event of Default - shall have the meaning as set forth in Section 12.1.
Final In-Service Date - means the date as specified in Section 1(b) of the Commercial Terms,
which shall be 24 months from the Effective Date.
Force Majeure Event - shall have the meaning set forth in Section 13.1(a).
Generating Facility - means one or more generators described in the Project Description having,
in the aggregate, the Aggregate Name Plate Capacity, together with all protective and other
associated equipment and improvements as may be modified from time to time pursuant to the
terms of this Agreement.

22
GHG or Greenhouse Gas Emissions - means any gas substance that is the subject of the
Convention and related protocols, treaties, agreements and instruments and includes carbon
dioxide, nitrous oxide, methane, hydrofluorocarbons and perfluorocarbons.
GHG Emission Reductions - mean reductions in Greenhouse Gas Emissions however measured
and includes, for greater certainty, any reductions in Greenhouse Gas Emissions attributable to the
purchase and resale by the Utility of Energy generated from the Generating Facility as an
alternative to generating Energy by other means which would result in higher levels of Greenhouse
Gas Emissions.
Good Utility Practice - means any of those practices, methods and activities (including the
practices, methods and activities adopted by a significant portion of the North American electric
industry) which are applicable to the development, design, construction, operation, maintenance,
rehabilitation or modification of similar facilities and other infrastructure required for the
generation, transmission and distribution of Energy (having regard, as applicable, to the Energy
Source) and which, at a particular time, in the exercise of skill, diligence, foresight and reasonable
judgment and having regard to the circumstances known at that time, could reasonably have been
expected to accomplish the desired result at a reasonable cost consistent with good business
practices, reliability, safety, environmental protection, expedition and Laws and Regulations.
HST - means the harmonized sales tax exigible pursuant to the Excise Tax Act (Canada).
Incremental Energy Rate - means the rate in $/MWh which is equal to the Utility's cost of
generating or purchasing one more MWh of energy from sources other than the Generating Facility
as calculated by the Utility averaged over the 12 month period immediately preceding the relevant
time.
Interconnection Agreement - means an agreement with the Utility which provides for the
interconnection of the Generating Facility to the Electrical System.
International Agency - means the parties to the Convention, the Intergovernmental Panel on
Climate Change, and any other international commission, bureau, board, administrative agency or
regulatory body responsible for measures to achieve objectives of the Convention.
International Rules - means any principles, modalities, rules and guidelines including those
pertaining to verification, reporting and accountability for trading ERC's and/or other Emission
Reductions authorized, promulgated or otherwise sanctioned and adopted by an International
Agency.
Laws and Regulations - means:
a) applicable federal, provincial or municipal laws, orders-in-council, by-laws, codes,
rules, policies, regulations and statutes;
b) applicable orders, decisions, codes, judgments, injunctions, decrees, awards and
writs of any court, tribunal, arbitrator, government agency or other Person having
jurisdiction;
c) applicable rulings and conditions or any license, permit certificate, registration,
authorization, consent and approval of any government agency (including the
Permits); and
d) any requirements under or prescribed by applicable common law.

23
Meter Location - means the physical location where Energy is measured by the revenue class
meter referred to in Section 6.2(a).
Net Output - means the Energy output of the Generating Facility at the Delivery Point, as
determined in accordance with Section 6.2.
Party - means either the Seller or the Utility and Parties refers to both the Seller and the Utility.
Permits - means permits, certificates, licences and other approvals required for the ownership,
design, construction, operation, maintenance, rehabilitation or modification of the Generating
Facility and interconnection facilities and, if applicable, the delivery of Energy to the Delivery
Point.
Person - includes a natural person, a corporation, a partnership, a limited partnership, a joint
venture, an association, a trust, a government agency and an unincorporated organization.
Prime Rate - means the annual rate of interest established by the Bank of Nova Scotia or its
successor, from time to time, as the interest rate it will charge for demand loans in Canadian
Dollars to its commercial customers in Canada and which it designates as its "prime rate" based
on a year of 365 or 366 days, as applicable. Any change in such interest rate shall be effective
automatically on the date such change is announced by the Bank of Nova Scotia. Such rate of
interest shall be calculated (but not compounded) daily, and compounded monthly, both before
and after default, arbitral award and judgement.
Project - means the Generating Facility and any rights, property and assets, whether real or
personal and whether tangible or intangible, required to design, construct, operate, maintain,
rehabilitate or modify the Generating Facility, or required for use of the Site, including any contract
or engagement for such purpose, Permits, roads, and any land tenure and land tenure agreements.
Project Amendment - means any material modification, variation, or amendment of the Project
Description or the Commercial Terms.
Project Description - means the specifications and description of the Generating Facility set out
in Schedule “C” upon execution or, if not attached at such time, to be provided by the Seller to the
Utility prior to the commencement of construction of the Generating Facility in a form specified
by the Utility and to be incorporated into the Agreement, by way of attachment, upon acceptance
in writing by the Utility acting reasonably.
Renewable Energy Credits - mean those credits, benefits or other intangibles that now, or at any
time in the future, convey a right in respect of those attributes (fungible or nonfungible), whether
or not tradable, pertaining to the generation of Energy pursuant to the Agreement, representing the
renewable aspect of the source of such Energy, and include "green tags", "tradable renewable
energy credits", or "renewable portfolio standard tags".
Scheduled Generating Facility Outage - means an outage which is scheduled by the Seller in
advance of the event for performing or causing to be performed routine maintenance on the
Generating Facility.
Seller - means the Person or Persons identified as the "Seller" in the Agreement, and includes any
successors and assigns.
Seller Benefits - means any federal or provincial tax credits, benefits, incentives, subsidies,
deductions or allowances, including, without limitation, the treatment of Canadian Renewable and

24
Conservation Expenses under the Income Tax Act (Canada) and accelerated write-off in respect of
property which is described in Section 43.1 of Schedule 11 of the Income Tax Act (Canada), but
excluding credits and benefits under the ecoEnergy for Renewable Power Program.
Site - means the lands upon which the Generating Facility will be located, as specified in Section
1(d) of the Commercial Terms.
Solar Program - means the Solar Electricity for Community Buildings Program established by
Section 37A of the Renewable Electricity Regulations (Nova Scotia).
Term - means the term of the Agreement, as specified in Section 1(c) of the Commercial Terms
(or any renewal thereof agreed by the Parties in writing), subject to early termination in accordance
with the provisions of the Agreement.
Utility - means the person or Persons identified as the “Utility” in the Agreement, and includes
any successors and assigns.

25
 SCHEDULE“C”

PROJECT DESCRIPTION

26
 SCHEDULE“D”

SITE DESCRIPTION