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8.A. - Page 34 <br /> ARTICLE 6: REMOVAL OF GENERATING FACILITY <br /> 6.1 Removal and Disposal Fund Requirements <br /> (a) Removal and Disposal Fund —General. In order to ensure that funds are available for <br /> the removal of the Generating Facilities and remediation of the Project Sites upon the <br /> expiration or termination of this Agreement, Seller agrees to establish an interest <br /> bearing escrow account at a federally insured banking institution to hold funds <br /> dedicated for such purpose (the "Removal Fund"). The terms for the escrow account <br /> shall be reasonably acceptable to the Buyer and the Seller. <br /> (b) Interest. All interest earned shall become part of the Removal Fund. <br /> (c) Buyer shall have the right to request and review Removal Fund balances at any point <br /> prior to expiration of Term, upon written notice to Seller. <br /> (d) Deposits. Seller shall make deposits into the Removal Fund in annual amounts of $6 <br /> per KW, on the Actual Commercial Operation Date. Seller shall deposit equal annual <br /> amounts on the first day of each subsequent Anniversary Date during the Term. Seller <br /> agrees to deposit the annual amount until the Removal Fund (including interest <br /> income)has a balance equal to or greater than $120 per KW of nameplate capacity of <br /> the Generating Facilities. Funds from the Removal Fund shall be disbursed, as <br /> needed,on a pro-rata per KW basis for individual Project Sites; however, Seller's costs <br /> of removal shall not be limited to amounts deposited in the Removal Fund. <br /> (e) Estimate of Removal Costs. No later than five hundred and forty-five (545) days prior <br /> to the expiration of the Term for each Facility, Seller shall provide Buyer a written <br /> estimate of the cost to remove the applicable Facility and restore the applicable <br /> Project Site to its condition prior to the installation of the Facility. The Parties shall <br /> meet and confer within thirty (30) days after such written estimate is received by <br /> Buyer to resolve any concerns regarding such estimated cost. <br /> 6.2 Use/ Removal at End of Term. <br /> If Seller fails to remove or commence substantial efforts to remove the System by such <br /> agreed upon date, no later than one-hundred eighty(180)days following the termination <br /> or expiration of this Agreement, Buyer shall have the right, at its sole option, to (i) <br /> remove such materials equipment, System or portions thereof, to a public warehouse <br /> and restore the Premises to its original condition at Seller's sole cost, (ii) take title of the <br /> System, which shall automatically vest in Buyer upon Buyer's written notice to Seller, in <br /> which event Seller shall remove any and all liens or claims from the System at no cost to <br /> Buyer or (iii) leave the System in place and receive electricity from the System, but <br /> without any payment obligation to Seller, notwithstanding any provision to the contrary <br /> herein. <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 26 of 55 <br />