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Schedule 1 8. Security Interest 8.1 The Financing Parties have a first priority perfected security interest in the Facility or Generating Facilities. Seller and the Financing Parties are intended third party beneficiaries of Buyer's Agreements in this License. 9. Generatin Fg acility Personal Property of Seller/Not a Fixture 9.1 The applicable Facility or Generating Facilities are the personal property of Seller, and shall not be considered the property(personal or otherwise) of Buyer upon installation of the applicable Facility or Generating Facilities at the applicable Site. Each applicable Facility is more particularly described in the Schedule 4 of the Agreement. 9.2 The applicable Facility or Generating Facilities shall not be considered a fixture of the applicable Site. Accordingly, Buyer hereby grants Seller and any Financing Party the right to file any UCGI financing statement or fixture filing that confirms its interest in the applicable Facility or Generating Facilities. 10. No Interference with Access Rights 10.1 The term shall commence on the Effective Date and shall terminate upon expiration of the one-hundred eighty(180) day period provided for in Section 10.5 of the Agreement, which allows for the removal of the Facility or Generating Facilities("Term"). During the Term, Seller's access rights are preserved and Buyer shall not interfere with or permit any third party to interfere with such rights or access. The Access Rights granted hereunder shall be irrevocable during the Term of this License, except upon expiration or earlier termination of the Agreement regarding a Facility,in which case it shall only be revocable as it relates to the applicable Facility or Generating Facilities. 11. Access Ri ng ts Upon Termination 11.1 Upon any rejection or other termination of this License pursuant to any process undertaken with respect to Seller under the United States Bankruptcy Code, at the request of any Financing Party made within ninety(90)days of such termination or rejection,Buyer shall execute a new grant of access rights in favor of the Financing Parties (or their designees) on substantially the same terms as this Grant of Access Rights. 12. Compliance with Laws 12.1 Seller shall conduct all activities in compliance with all Federal, State and municipal statutes and ordinances, and with all regulations, orders and directives of appropriate governmental agencies ("Laws and Regulations"), as such Laws and Regulations exist during the Term of this License. Schedule 1 Page � 4