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(p) Article 2A Waiver. The Parties acknowledge and agree that this Agreement is not and shall
<br />not be construed as a lease under Article 2A of the Uniform Commercial Code (`UCC") and this Agreement is
<br />and shall be deemed to be a service contract with respect to the sale to Purchaser of electric energy produced at
<br />an alternative energy facility. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THIS
<br />AGREEMENT IS CONSTRUED AS A LEASE UNDER ARTICLE 2A OF THE UCC, PURCHASER
<br />HEREBY WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE AND POWER
<br />PROVIDER HEREBY WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSOR BY
<br />ARTICLE 2A OF THE UCC.
<br />(q) Binding Effect. The terms and provisions of this Agreement, and the respective rights,
<br />privileges, duties and obligations hereunder of each Party, shall be binding upon, and inure to the benefit of,
<br />the Parties and their respective successors and permitted assigns.
<br />(r) Treatment of Additional Amounts. The Parties acknowledge and agree that any amounts
<br />payable by the Purchaser as a result of the Purchaser's default shall constitute liquidated damages and not
<br />penalties. The Parties further acknowledge that in each case (i) the amount of loss or damages likely to be
<br />incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified hereunder bear a reasonable
<br />proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by the
<br />Power Provider as the case may be, and (iii) the Parties are sophisticated business parties and have been
<br />represented by sophisticated and able legal and financial counsel and negotiated this Agreement at arm's
<br />length.
<br />(s) No Recourse to Affiliates or Persons. Except for the Guaranty from Guarantor, this
<br />Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of
<br />either Party shall be the obligations solely of such Party. Except with respect to Guarantor pursuant to the
<br />Guaranty, no Party shall have recourse to any parent, subsidiary, partner, member, Affiliate, lender, director,
<br />officer or employee of the other Party for performance or non-performance of any obligation hereunder, unless
<br />such obligations were assumed in writing by the Person against whom recourse is sought.
<br />(t) Cooperation with Financing. Purchaser acknowledges that Power Provider may be financing
<br />the Solar Power Facilities and Purchaser agrees that it shall reasonably cooperate with Power Provider and its
<br />financing parties in connection with such financing, including (i) the furnishing of such information, (ii) the
<br />giving of such certificates, and (iii) and other matters as Power Provider and its financing parties may
<br />reasonably request, provided, that the foregoing undertaking shall not obligate Purchaser to incur any cost or
<br />expense, change any rights or benefits, or increase any burdens, liabilities or obligations of Purchaser, under
<br />this Agreement and any document to be executed by or on behalf of Purchaser shall be in form and substance
<br />mutually acceptable to Purchaser and Lender/Lessor.
<br />(u) Estoppel. Either Party hereto, without charge, at any time and from time to time, within ten
<br />(10) business days after receipt of a written request by the other Party, shall deliver a written instrument, duly
<br />executed, certifying to such requesting Party, or any other Person specified by such requesting Party:
<br />(i) That this Agreement is unmodified and in full force and effect, or if there has been
<br />any modification, that the same is in full force and effect as so modified, and identifying any such
<br />modification,
<br />(ii) Whether or not to the knowledge of any such party there are then existing any offsets
<br />or defenses in favor of such party against enforcement of any of the terms, covenants and conditions
<br />of this Agreement and, if so, specifying the same and also whether or not to the knowledge of such
<br />party the other party has observed and performed all of the terms, covenants and conditions on its part
<br />to be observed and performed, and if not, specifying the same, and
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