2016-01-26_PWETC_AgendaPacket - Laserfiche WebLink

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(a) Notwithstanding any Solar Power Facility's presence on a Site and method of attachment thereto, Power Provider shall at all times retain title to and be the legal and beneficial owner of such Solar Power Facility and all alterations, additions or improvements made thereto and replacements thereof by Power Provider, and such Solar Power Facility shall remain the property of Power Provider or Power Provider's assigns. Power Provider shall be entitled to, and is hereby authorized to, file one or more precautionary financing statements or fixture filings in such jurisdictions as it deems appropriate with respect to any Solar Power Facility in order to protect its rights in such Solar Power Facility. Purchaser shall be entitled to file terminations of such financing statements and fixture filings in the event it exercises its purchase option in Section 24 hereof or in the event of termination of this Agreement. In no event shall anyone claiming by, through, or under Purchaser (including but not limited to any present or future mortgagee of a Site) have any rights in or to any Solar Power Facility at any time. Purchaser acknowledges and agrees that Power Provider may be required to grant or cause to be granted to a lender a security or ownership interest in any Solar Power Facility and Purchaser expressly disclaims and waives any rights it may have in such Solar Power Facility, at any time and from time to time, pursuant to this Agreement, at law or in equity. (b) The parties specifically acknowledge and agree that Power Provider shall be the owner of each Solar Power Facility for federal income tax purposes, and in that connection, shall be entitled to the depreciation deductions associated with each Solar Power Facility as well as any tax credits or other tax benefits provided under the Code to which such owner of the Solar Power Facility may be entitled. (c) Nothing in this Agreement shall be construed to convey to Purchaser a lease or other right to trademarks, copyrights, technology or other intellectual property of Power Provider. (d) Notwithstanding any Solar Power Facility's presence on a Site and method of attachment thereto, Purchaser shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics', labor or materialman's lien), charge, security interest, encumbrance or claim on or with respect to such Solar Power Facility or any interest therein. Purchaser also shall pay promptly before a fine or penalty may attach to any Solar Power Facility any taxes, charges or fees of whatever type of any relevant governmental authority for which Purchaser is responsible. If Purchaser breaches its obligations under this Section 12, it shall immediately notify Power Provider in writing, shall promptly cause such liens to be discharged and released of record without cost to Power Provider, and shall indemnify Power Provider against all costs and expenses (including reasonable attorneys' fees and court costs at trial and on appeal) incurred in discharging and releasing such liens or resulting from the enforcement of such liens. (e) Notwithstanding any Solar Power Facility's presence on a Site and method of attachment thereto, Power Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanic's, labor or materialman's lien), charge, security interest, encumbrance or claim on or with respect to such Site or any personal or real property of Purchaser or any interest therein. Purchaser also shall pay promptly before a fine or penalty may attach to the Site or any personal or real property of Purchaser or any interest therein, any taxes, charges or fees of whatever type of any relevant governmental authority for which Power Provider is responsible. If Power Provider breaches its obligations under this Section 12, it shall immediately notify Purchaser in writing, shall promptly cause such liens to be discharged and released of record without cost to Purchaser, and shall indemnify Purchaser against all costs and expenses (including reasonable attorneys' fees and court costs at trial and on appeal) incurred in discharging and releasing such liens or resulting from the enforcement of such liens. (f) Notwithstanding anything herein to the contrary, the provisions of subsection (a) through (d) of this Section are subject to Purchaser's purchase option under Section 24 of this Agreement. 13. Damage. (a) If the Site shall be damaged by fire or other cause in a manner that materially interferes with Power Provider's ability to install, maintain or operate any Solar Power Facility (a "Casualty"), Purchaser shall diligently and as soon as practicable after such damage occurs (taking into account the time necessary to effect Page 15 of 30 SE PPA 11/11/15