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<br />5.6 Taxes. You recognize that neither we nor NSP makes any representations or warranties <br />concerning the taxable consequences, if any, to you with respect to your Bill Credits, your Sunscription <br />Payments, or your participation in the Project. We are responsible for paying the Minnesota Solar <br />Energy Production Tax, if any, as in effect as of the Effective Date under Minnesota Statutes 272.0295. <br />We are also responsible for all income, gross receipts, ad valorem, personal property or real property or <br />other similar taxes and any and all franchise fees or similar fees assessed against us due to our <br />ownership of the Project. We are not obligated for any taxes payable by or assessed against Project <br />Subscriber based on or related to Project Subscriber’s overall income or revenues. You are responsible <br />to either pay or reimburse us for any and all other Taxes assessed on the sale, delivery, or consumption <br />of your Subscribed Energy or your Bill Credits. <br /> <br />5.7 Securities Laws. Neither we nor NSP makes any representations or warranties <br />concerning the implication of any federal or state securities laws with respect to this Agreement or your <br />CSG Allocation. Neither this Agreement nor your CSG Allocation has been registered under the <br />Securities Act of 1933, as amended, or any state securities laws. US Solar does not believe this <br />Agreement or the CSG Allocation constitute a security governed by such laws but, in the event any such <br />securities laws may apply. Project Subscriber agrees that it is not entering into this Agreement or <br />acquiring the Bill Credits for the purpose of making a market in such interests or trading them on any <br />securities market or equivalent thereof which might fall within the scope of such laws. You are urged <br />to seek your own professional advice on these matters. <br /> <br />ARTICLE 6 <br />TRANSFERABILITY <br /> <br />6.1 General. This Agreement and your Bill Credits are Project Subscriber property. Your <br />ability to continue to receive Bill Credits is dependent upon your continuing compliance with the <br />applicable Eligibility Requirements and your payment of the Sunscription Payments. This Agreement <br />and the Bill Credits are transferable only as set forth below. This Agreement and the Bill Credits are not <br />transferable by you, whether voluntarily or by operation of law, at any time when you are in default <br />under this Agreement, unless as approved by US Solar. <br /> <br />6.2 Sale or Transfer to Other Eligible Subscribers. You may voluntarily sell or transfer this <br />Agreement, or any portion of your CSG Allocation (but not less than the minimum set by Eligibility <br />Requirements), for any reason (but not more than once in any twelve (12) month period) and to any <br />person or entity who, at the time of the sale or transfer meets applicable Eligibility Requirements for the <br />relevant Project(s). Any amounts you collect from a transferee in respect of your transfer of this <br />Agreement, or any portion of your CSG Allocation, belongs to you. Neither US Solar nor a Project Owner <br />will have any claim or right to any such amounts you may receive. <br /> <br />Your sale or transfer of your CSG Allocation for any Project is expressly conditioned upon: <br /> <br />(a) US Solar receiving at least ninety (90) days’ prior written notice identifying the <br />prospective purchaser or transferee, providing the physical address at which it takes <br />electric service from NSP, the NSP account number and all other information needed to <br />determine its eligibility to be a Subscriber, as well as any other subscriptions in the <br />relevant Project or other CSGs held by the proposed transferee, and any solar facility <br />owned or leased by the proposed transferee at the address associated with the <br />proposed transfer; <br />88