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owner of the Premises(if the Premises are leased by Purchaser),any mortgagee with a Lien on the Premises,and
<br /> other Persons holding a similar interest in the Premises.
<br /> V. Eviction Notice. To the extent that Purchaser does not own the Premises or any Improvement on which the
<br /> System is installed, Purchaser shall provide to Seller immediate written notice of receipt of notice of eviction
<br /> from the Premises or applicable Improvement or termination of Purchaser's lease of the Premises and/or
<br /> Improvement.
<br /> b. Option to Purchase.
<br /> i. Exercise of Option. At the end of the sixth(6th) and tenth(10th) Contract Years and at the end of the Initial
<br /> Term and each Additional Term, so long as Purchaser is not in default under this Agreement, Purchaser may
<br /> purchase the System from Seller on any such date for a purchase price equal to the greater of the Fair Market
<br /> Value of the System or the Termination Payment set forth in Section 6 of Exhibit 1 applicable as of the date of
<br /> the transfer of title to the System. Purchaser shall notify Seller of its intent to purchase at least ninety(90)days
<br /> and not more than one hundred eighty (180)days prior to the end of the applicable Contract Year or the Initial
<br /> Term or Additional Term, as applicable, and the purchase shall be completed prior to the end of the applicable
<br /> Contract Year or the Initial Term or Additional Term,as applicable.
<br /> ii. Fair Market Value. The"Fair Market Value"of the System shall be determined by mutual agreement of the
<br /> Parties; provided, however, if the Parties cannot agree to a Fair Market Value within thirty (30) days after
<br /> Purchaser has delivered to Seller a notice of its intent to purchase the System,the Parties shall select a nationally
<br /> recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine
<br /> the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair
<br /> Market Value of the System on an installed basis and shall set forth such determination in a written opinion
<br /> delivered to the Parties. The valuation made by the appraiser will be binding upon the Parties in the absence of
<br /> fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally.
<br /> iii. Title Transfer, Warranties, Manuals. Seller shall transfer good title to the System to Purchaser upon Seller's
<br /> receipt of the purchase price and execution by the Parties of a written instrument or agreement to effect such
<br /> transfer. The System will be sold "as is, where is, with all faults". Seller will assign to Purchaser any
<br /> manufacturer's warranties that are in effect as of the date of purchase and which are then assignable pursuant to
<br /> their terms,but Seller otherwise disclaims all warranties of any kind,express or implied,concerning the System
<br /> (other than as to title). Seller shall also provide Purchaser all System operation and maintenance manuals and
<br /> logs in Seller's possession and provide Purchaser basic training on the operation and maintenance of the System
<br /> upon Purchaser's reasonable request. Upon purchase of the System, Purchaser shall assume complete
<br /> responsibility for the operation and maintenance of the System and liability for the performance of(and risk of
<br /> loss for)the System, and, except for any Seller obligations that survive termination under Section 19(d), Seller
<br /> will have no further liabilities or obligations hereunder for the System.
<br /> 15. Indemnification and Limitations of Liability.
<br /> a. General. Each Party (the "First Party")shall hold harmless the other Party,its affiliates and the other Party's and
<br /> its affiliates' respective directors,officers, shareholders,partners, members, agents and employees (collectively,the
<br /> "Second Parties"),from and against any loss,damage,expense,liability and other claims,including court costs and
<br /> reasonable attorneys' fees (collectively, "Liabilities") resulting from (1) any Claim (as defined in Section 15(b)
<br /> relating to the First Party's breach of any representation or warranty set forth in Section 12 and(2)injury to or death
<br /> of persons,and damage to or loss of property to the extent caused by or arising out of the negligent acts or omissions
<br /> of, or the willful misconduct of, the First Party (or its contractors, agents or employees) in connection with this
<br /> Agreement. This Section 15(a) does not apply to Liabilities arising out of or relating to any form of Hazardous
<br /> Substances or other environmental contamination,such matters being addressed exclusively by Section 15(c).
<br /> b. Environmental Indemnification.
<br /> i. Seller Indemnity. Seller shall indemnify,defend and hold harmless all of Purchaser's Second Parties from and
<br /> against all Liabilities arising out of or relating to the existence at,on,above,below or near the Premises of any
<br /> Hazardous Substance (as defined in Section 15(c)(iv)) to the extent deposited, spilled or otherwise caused by
<br /> Seller or any of its contractors,agents or employees.
<br /> {7794548:1 SEIA C&I PPA,version 2.0
<br /> Exh.3,p. 10
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