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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 new
<br />materials, (C) in such a way as to minimize interruptions to or interference with Purchaser's access to and use
<br />and operations on the Site, (D) in compliance with all applicable laws, rules, regulations, licenses and permits,
<br />(E) on a lien free basis Power Provider shall be responsible, at is sole cost, for obtaining all permits and approvals
<br />required for construction, installation and operation of the Solar Power Facility. Power Provider shall be solely
<br />responsible for the safety and protection of all personnel and materials on the Site from time to time and involved
<br />in the construction, installation, operation, repair, replacement, maintenance and removal of the Solar Power
<br />Facility on the Site. Power Provider will comply and will cause its contractors and subcontractors to comply
<br />with the insurance requirements outlined in the attached Schedule B-2, and the provisions of Section hereof,
<br />Purchaser's reasonable safety and security policies in effect from time to time, Purchaser's Supplier Code of
<br />Conduct and Treatment of Others policies (copies of which are attached hereto as Schedules and
<br />respectively), and Purchaser's reasonable notice requirements which is attached hereto as Schedule . All work
<br />on the Site related to the Solar Power Facility and all materials and vehicles used in connection therewith, and
<br />all points of entry to the Site by Power Provider, any contractors and subcontractors and their respective
<br />employees and agents, shall be at such locations on the Site as reasonably determined by Purchaser. The point
<br />of contact with respect to the work under this Agreement shall be (insert name, phone numbers and email
<br />address) for Power Provider and (insert name, phone numbers and email) for Purchaser. Power Provider
<br />covenants and agrees that the Solar Power Facility at the Site will be installed and fully operational on or before
<br />December 31, 2013. Power Provider shall hold harmless Purchaser and Purchaser's officers, shareholders,
<br />employees, agents, successors and assigns from and against any and all loss, cost, liability, claim, fine, fee,
<br />expense (including without limitation reasonable attorneys' fees), or damage or other Claims, including, without
<br />limitation, damage to the Site or loss of economic incentives, directly or indirectly arising out of or related to
<br />the performance by or on its behalf of any of its obligations under this Agreement or the License, including
<br />without limitation the failure to meet the December 31, 2013 deadline, except to the extent caused by the
<br />unauthorized access and presence on the Site, gross negligence or willful misconduct of Purchaser, its employees
<br />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 those
<br />portions of the Site to construct, install, operate, maintain, repair, replace, substitute, inspect and remove the
<br />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 case
<br />of an emergency, in which event no prior notice is required), subject to Purchaser's safety and security policies
<br />in effect from time to time, and during all reasonable times. The Parties shall execute such other mutually
<br />acceptable grants, leases, deeds or customary documents as may be legally required to enable Power Provider to
<br />record such rights, privileges, rights-of-way and easements. Each Party shall be responsible for its own costs and
<br />expenses, including recording fees, associated with the documentation and recordation of such rights, privileges,
<br />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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