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c. aanzatandard.SxliemEgpair_and_Mainicnanct. If Seller incurs incremental costs to maintain the System due to
<br /> conditions at the Facility or due to the inaccuracy of any information provided by Purchaser and relied upon by
<br /> Seller, the pricing, schedule and other terms of this Agreement will be equitably adjusted to compensate for any
<br /> work in excess of normally expected work required to be performed by Seller. In such event, the Parties will
<br /> negotiate such equitable adjustment in good faith.
<br /> d. Suspension. Notwithstanding anything to the contrary herein, Seller shall be entitled to suspend delivery of
<br /> electricity from the System to the Delivery Point for the purpose of maintaining and repairing the System and such
<br /> suspension of service shall not constitute a breach of this Agreement; provided, that Seller shall use commercially
<br /> reasonable efforts to minimize any interruption in service to the Purchaser.
<br /> e. Use of Contractors and Subcontractors. Seller shall be permitted to use contractors and subcontractors to perform
<br /> its obligations under this Agreement, provided however, that such contractors and subcontractors shall be duly
<br /> licensed and shall provide any work in accordance with applicable industry standards. Notwithstanding the
<br /> foregoing, Seller shall continue to be responsible for the quality of the work performed by its contractors and
<br /> subcontractors.
<br /> f. Liens and Payment of Contractors and Suppliers. Seller shall pay when due all valid charges from all
<br /> contractors, subcontractors and suppliers supplying goods or services to Seller under this Agreement and shall keep
<br /> the Facility free and clear of any liens related to such charges,except for those liens which Seller is permitted by law
<br /> to place on the Facility following non-payment by Purchaser of amounts due under this Agreement. Seller shall
<br /> indemnify Purchaser for all claims, losses, damages, liabilities and expenses resulting from any liens filed against
<br /> the Facility or the Premises in connection with such charges; provided, however, that Seller shall have the right to
<br /> contest any such lien, so long as it provides a statutory bond or other reasonable assurances of payment that either
<br /> remove such lien from title to the Facility and the Premises or that assure that any adverse judgment with respect to
<br /> such lien will be paid without affecting title to the Facility and the Premises.
<br /> g. No Warranty. NO WARRANTY OR REMEDY, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR
<br /> IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS
<br /> FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE
<br /> OF TRADE SHALL APPLY. The remedies set forth in this Agreement shall be Purchaser's sole and exclusive
<br /> remedies for any claim or liability arising out of or in connection with this Agreement,whether arising in contract,
<br /> tort(including negligence),strict liability or otherwise.
<br /> 8. Purchaser's Rights and Obligations.
<br /> a. License to the Premises: Facility Access Rights. Purchaser grants to Seller and to Seller's agents, employees,
<br /> contractors and assignees an irrevocable non-exclusive license running with the Premises(the"License")for access
<br /> to, on, over, under and across the Premises for the purposes of(i) installing, constructing, operating, owning,
<br /> maintaining, accessing, removing and replacing the System;(ii)performing all of Seller's obligations and enforcing
<br /> all of Seller's rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and
<br /> equipment, including inverters and meters necessary to interconnect the System to Purchaser's electric system at the
<br /> Facility, to the Utility's electric distribution system, if any, or for any other purpose that may from time to time be
<br /> useful or necessary in connection with the construction,installation,operation,maintenance or repair of the System.
<br /> Seller shall notify Purchaser prior to entering the Facility except in situations where there is imminent risk of
<br /> damage to persons or property. The term of the License shall continue until the date that is one hundred and twenty
<br /> (120) days following the date of expiration or termination of this Agreement(the"License Term"). During the
<br /> License Term, Purchaser shall ensure that Seller's rights under the License and Seller's access to the Premises and
<br /> the Facility are preserved and protected. Purchaser shall not interfere with nor shall permit any third parties to
<br /> interfere with such rights or access.
<br /> b. OSHA Compliancy. Both parties shall ensure that all Occupational Safety and Health Act (OSHA) requirements
<br /> and other similar applicable safety laws or codes are adhered to in their performance under this Agreement.
<br /> c. Maintenance of Facility. Purchaser shall,at its sole cost and expense,maintain the Facility in good condition and
<br /> repair. Purchaser will ensure that the Facility remains interconnected to the Utility's electric distribution system at
<br /> all times and will not cause cessation of electric service to the Facility from the Utility. Purchaser is fully
<br /> responsible for the maintenance and repair of the Facility's electrical system and of all of Purchaser's equipment that
<br /> utilizes the System's outputs. Purchaser shall properly maintain in full working order all of Purchaser's electric
<br /> supply or generation equipment that Purchaser may shut down while utilizing the System. Purchaser shall promptly
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