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Trade Secret
<br />8. Rent of Energy System. Beginning on the first anniversary of
<br />the Final Project Completion and continuing on each and every
<br />anniversary thereof throughout the Term, Tenant shall pay to
<br />Customer rent for the Energy System (the "Energy System
<br />Rent") in the amount of $30.00 per year.
<br />9. Holdover. If Tenant holds over its tenancy after expiration of
<br />the Term, such tenancy shall be month-to-month subject to the
<br />terms and conditions of this Agreement. Either Party may
<br />terminate such month-to-month tenancy at any time upon the
<br />giving to the other Party no less than thirty (30) days written
<br />notice.
<br />10. Operating Permits. Tenant shall, at its sole expense, maintain
<br />in full force and effect all certificates, permits and other
<br />approvals ("Operating Permits") required by any federal, state
<br />or local authorities ("Governmental Authorities") having
<br />jurisdiction over Tenant or the Leased Property.
<br />11. Energy System Title and Condition on Facility Lease
<br />Termination. The Parties agree that legal title to any and all
<br />fixtures, equipment, improvements or personal property of
<br />whatsoever nature at any time constructed or placed on or
<br />affixed to the Leased Space by Tenant, including without
<br />limitation the Energy System and its System Components, shall
<br />be and remain with System Owner. Tenant shall leave the
<br />Energy System at the end of this Agreement in substantially the
<br />same condition as existed on the Final Project Completion date
<br />plus any improvements, ordinary wear and tear and casualty
<br />damage excepted.
<br />12. Energy System Operation and Maintenance.
<br />a. Operation and Maintenance of the Energy System.
<br />Tenant will at its sole cost and expense operate the Energy
<br />System, monitor the system's performance and keep and
<br />maintain the Energy System in good condition and repair
<br />utilizing the Maintenance List provided in Schedule B
<br />herewith as a guideline, with strict adherence hereto not
<br />expected by the Parties. Customer is solely responsible
<br />for pursuing any available warranties on System
<br />Components against the manufacturer at its own expense,
<br />and may look only to such manufacturer, and not to
<br />Tenant, for any warranty with respect thereto. Tenant will
<br />assist Customer in resolving any warranties relating to
<br />System Components on a time and material basis. Should
<br />such services be required, Tenant will provide the labor at
<br />reasonably discounted market rates and pass through its
<br />direct expenses at Tenant's actual cost.
<br />b. Operation and Maintenance Standard of Care. Tenant
<br />will use commercially reasonable efforts to identify,
<br />respond to, and complete necessary maintenance and
<br />repairs and to operate the Energy System to maximize its
<br />energy production. Notwithstanding the foregoing, the
<br />Parties understand that delays may be caused by multiple
<br />causes including without limitation delay in the
<br />identification of operational issues, troubleshooting issues,
<br />warranty replacement, warranty procurement, parts
<br />availability, parts delivery, crew availability, equipment
<br />defects, equipment performance, internet downtime, and
<br />similar causes.
<br />c. Energy System Casualty. In the case of casualty to the
<br />Energy System, Tenant shall be obligated to repair the
<br />Energy System with, but only to the extent and sufficient,
<br />proceeds described in Section 17a are provided to Tenant
<br />to make the repairs caused by the casualty. Tenant shall
<br />repair, at Tenants expense, any damage to the Leased
<br />Space that results from the Tenant's repair,
<br />reconfiguration, alteration, modification or replacement of
<br />the Energy System.
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<br />13. Repair of Leased Space During Term. Customer shall have
<br />the right at any time to access the Leased Space to inspect,
<br />maintain, replace or repair items and components thereof,
<br />excluding the Energy System. ("Customer Maintenance").
<br />Customer Maintenance shall include temporary removal such
<br />components of the Energy System that interfere with Customer
<br />Maintenance of the Leased Space, and the replacement of
<br />such components upon completion. Customer shall provide
<br />thirty (30) days prior notice of any scheduled Customer
<br />Maintenance, except in the case of an emergency, the
<br />Customer shall give notice as soon as possible. Customer, at
<br />its own cost, will perform Customer Maintenance, and use
<br />Seller or, another third party approved by Tenant to perform
<br />Customer Maintenance (Tenant's approval of third parties will
<br />not be unreasonably withheld). The Customer Maintenance
<br />will be performed at Tenant's expense to the extent the
<br />Customer Maintenance was required as a result of damage to
<br />the Leased Spaced caused by the Energy System. Customer
<br />will reimburse Tenant for any lost Power Payment revenue
<br />resulting from the Energy System being non -operational,
<br />excluding any downtime resulting from damage to the Leased
<br />Space caused by the Energy System.
<br />14. Utilities / Taxes. Customer shall pay all applicable taxes, real
<br />estate taxes, assessments, or similar levied after Final Project
<br />Completion upon or against the Project and other personal
<br />property located and/or installed on the Property by the Tenant.
<br />15. Interference.
<br />a. Interference by Tenant. Tenant shall operate the Energy
<br />System in a manner that will not unreasonably interfere
<br />with any existing operations or equipment located,
<br />operated or owned by Customer or any other permitted
<br />occupants as of the date of this Agreement (the "Existing
<br />Operations"). All operations by Tenant shall be lawful and
<br />in material compliance with all regulations and
<br />requirements of the Minnesota Public Utilities
<br />Commission, as well as any other applicable state, federal
<br />or local regulations and requirements ("Legal
<br />Requirements") and any applicable agreements with, or
<br />tariffs of, the local utility.
<br />b. Interference by Customer. Following installation of the
<br />Energy System, Customer shall not, and shall not cause or
<br />permit any other persons or parties to, install equipment or
<br />facilities or construct or allow any construction of a
<br />structure or structures ("New Construction") near the
<br />Leased Space if such New Construction will interfere with
<br />the Energy System or its performance. Customer shall not
<br />move, modify, remove, adjust, alter, change, replace,
<br />reconfigure or operate the Energy System or any part of it
<br />during the term of the Agreement without prior written
<br />direction or approval of Tenant, except if there is an
<br />occurrence reasonably deemed by Customer to be a bona
<br />fide emergency, in which case Customer will immediately
<br />notify Tenant of such emergency and Customer's
<br />proposed actions. Customer shall be responsible for, and
<br />promptly notify Tenant, of any damage to the Energy
<br />System caused by the Customer or its employees, invitees
<br />or agents, and shall promptly pay Tenant the costs to
<br />repair such damage to the Energy System, along with any
<br />lost Power Payment Revenue.
<br />16. Insurance.
<br />a. General Liability and Property Insurance. Customer
<br />shall keep the Energy System insured against loss by fire,
<br />theft, hail and wind and such other hazard as Tenant shall
<br />reasonably require with an insurance company acceptable
<br />to Tenant in its reasonable discretion, at all times will
<br />insure the Energy System at an amount equal to the
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