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2. Design, Configuration, and Installation of the Solar Power Facilities.
<br />(a) (i) Subject to and in accordance with the provisions of this Agreement and each License,
<br />Power Provider shall, at Power Provider's expense, configure, construct, install and operate each Solar Power
<br />Facility at the Site(s). Power Provider will perform and cause all contractors and subcontractors to perform all
<br />activities under this Agreement (A) in accordance with the plans and specifications thereof as approved by
<br />Purchaser within 5 days of receipt from Power Provider, (B) in a good and workmanlike manner using only
<br />new materials, (C) in such a way as to minimize interruptions to or interference with Purchaser's access to and
<br />use and operations on the Site; (D) in compliance with all applicable laws, rules, regulations, licenses and
<br />permits, (E) on a lien free basis Power Provider shall be responsible, at is sole cost, for obtaining all permits
<br />and approvals required for construction, installation and operation of the Solar Power Facility. Power Provider
<br />shall be solely responsible for the safety and protection of all personnel and materials on the Site from time to
<br />time and involved in the construction, installation, operation, repair, replacement, maintenance and removal of
<br />the Solar Power Facility on the Site. Power Provider will comply and will cause its contractors and
<br />subcontractors to comply with the insurance requirements outlined in the attached Schedule B-2, and the
<br />provisions of Section hereof, Purchaser's reasonable safety and security policies in effect from time to time,
<br />Purchaser's Supplier Code of Conduct and Treatment of Others policies (copies of which are attached hereto
<br />as Schedules and , respectively), and Purchaser's reasonable notice requirements which is attached hereto
<br />as Schedule All work on the Site related to the Solar Power Facility and all materials and vehicles used in
<br />connection therewith, and all points of entry to the Site by Power Provider, any contractors and subcontractors
<br />and their respective employees and agents, shall be at such locations on the Site as reasonably determined by
<br />Purchaser. The point of contact with respect to the work under this Agreement shall be (insert name, phone
<br />numbers and email address) for Power Provider and (insert name, phone numbers and email) for Purchaser.
<br />Power Provider covenants and agrees that the Solar Power Facility at the Site will be installed and fully
<br />operational on or before December 31, 2013. Power Provider shall hold harmless Purchaser and Purchaser's
<br />officers, shareholders, employees, agents, successors and assigns from and against any and all loss, cost,
<br />liability, claim, fine, fee, expense (including without limitation reasonable attorneys' fees), or damage or other
<br />Claims, including, without limitation, damage to the Site or loss of economic incentives, directly or indirectly
<br />arising out of or related to the performance by or on its behalf of any of its obligations under this Agreement or
<br />the License, including without limitation the failure to meet the December 31, 2013 deadline, except to the
<br />extent caused by the unauthorized access and presence on the Site, gross negligence or willful misconduct of
<br />Purchaser, its employees or agents or third parties.
<br />(ii) Subject to the terms of each License, Purchaser hereby grants to Power Provider, for
<br />no additional consideration and for the Contract Term, a non-exclusive easement and rights of access over
<br />those portions of the Site to construct, install, operate, maintain, repair, replace, substitute, inspect and remove
<br />the Solar Power Facility as the Parties mutually agree are necessary in connection with Power Provider's
<br />performance of its obligations and enforcement of its rights under this Agreement and for no other purpose.
<br />Access to the Site by Power Provider shall be only upon reasonable prior notice to Purchaser (except in the
<br />case of an emergency, in which event no prior notice is required), subject to Purchaser's safety and security
<br />policies in effect from time to time, and during all reasonable times. The Parties shall execute such other
<br />mutually acceptable grants, leases, deeds or customary documents as may be legally required to enable Power
<br />Provider to record such rights, privileges, rights-of-way and easements. Each Party shall be responsible for its
<br />own costs and expenses, including recording fees, associated with the documentation and recordation of such
<br />rights, privileges, rights-of-way and easements.
<br />(b) Subject to the requirements of applicable law and Purchaser's reasonable approval as to
<br />location, size, configuration, content, material and method of installation, Power Provider shall have a license
<br />during the Contract Term to display reasonable signage in one (1) location for purposes of marketing and
<br />identifying Power Provider (i) on each Site, during construction and installation of a Solar Power Facility
<br />thereon, and (ii) on each Site and on any improvements on which each Solar Power Facility is located, during
<br />the applicable Schedule Term.
<br />Page 5 of 30
<br />SE PPA 11/11/15
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