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the purpose of carrying out the provisions of this Agreement, except that Ameresco shall be responsible for the payment of pay all taxes attributable to the Plant. XVII COMPENSATION A. In consideration of all the LFG transferred to Ameresco during each Accounting Period pursuant to the terms of this Agreement, Ameresco shall pay to County an amount determined by the following formula: County Compensation= (GR x 0.31)—C Where, Gross Revenue(GR) = revenue received by Ameresco from the sale of electric energy under the Power Sales Agreement or for environmental attributes during such Accounting Period without deducting any cost of Ameresco's operations; excluding revenue (or equivalent value) received from or with respect to Government Incentives, Tax Credits. The parties agree that any payments made to Ameresco under a Power Sales Agreement as the result of an early partial or total termination of the Power Sales Agreement, shall not be included in gross revenue for purposes of this Agreement; C = all costs incurred by Ameresco during such Accounting Period to which it is entitled to reimbursement or offset pursuant to this Agreement. B. Ameresco shall send to County a statement with respect to each Accounting Period presenting an element by element calculation of"County Compensation"for such Accounting Period on or before the sixtieth (60th)day after such Accounting Period. Each such statement shall be accompanied by a payment by Ameresco to County of any undisputed amounts due with respect to that Accounting Period. C. In the event that for any Accounting Period,the result of the formula above is negative, then, in addition to any other right to reimbursement Ameresco may have, such negative balance shall be carried forward and used to offset County Compensation payments in future Accounting Periods, until such time as the negative balance is eliminated. In no other manner shall County be obligated to pay for or otherwise account for any negative 1 balance arising from amounts to be offset under Article VII.C.2. D. In the event that County or any of its instrumentalities receives funds, credits or other value associated with Tax Credits, Governmental Incentives, or Environmental Attributes (including with respect to a sale), County shall be responsible for remitting to Ameresco one hundred percent (900%) of all Tax Credits, Government Incentives, and Environmental Attributes. On or before the sixtieth (60th) day after each Accounting Period, County shall send to Ameresco a statement covering such Account Period. The statement shall include an element by element calculation of all such amounts payable from County to Ameresco in accordance with this paragraph. Each such statement shall be accompanied by a payment by County of any undisputed amounts due to Ameresco with respect to such Accounting Period. LFG Purchase Agreement 18 Foothill Sanitary Landfill Ameresco San Joaquin LLC/San Joaquin County SW-10B035-R5