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which time ownership ot and title to the System and all its components shall automatically transfer to and be vested in Customer without the requirement of any further action on the part of NORESCO or the Customer. Notwithstanding the foregoing, NORESCO shall execute and deliver such documents or instruments as Customer may reasonably request in order to evidence the transfer of title to the System to Customer. (a) SECTION 4 - Protection of System Customer shall keep the System and its components free and clear of all encumbrances, liens, security interests, attachments, and similar legal interests that may impair NORESCO'S interest in the System(or the system itself), or may have the effect of subordinating all or any portion of NORESCO'S interest in the System and its components. Customer shall not take any action that has the effect of impairing NORESCO'S interest in the System. SECTION 5 - Term The Term of this Agreement shall begin on the date above first written and shall end on July 31, 2006. SECTION 6 - Riaht of Entry Customer and NORESCO shall mutually plan the scheduling of the work, minimizing the interruption of the daily routine of staff. Customer shall provide NORESCO, PG&E, and their respective employees, agents and subcontractors, access to the Property for the purpose of fulfilling NORESCO'S obligations under this Agreement and allowing PG&E to conduct site inspections. SECTION 7 - Chanae in Work NORESCO may propose changes in the Scope of Work described in Attachment B, including without limitation the types or quantities of ECM's to be installed, substantially in the form of Attachment E, the Change Order Form. Customer shall not unreasonably withhold or delay approval of such change orders. SECTION 8 - Chanaes in Use and Enerav Savinas (a) Customer shall notify NORESCO in writing as soon as practicable and in any event at least thirty (30) days prior to any change at the Property that would materially affect the electrical demand or usage at the Property or the reduction in demand or usage produced by the System (a "Change in Use"), including but not limited to changes in the hours or days the Property is occupied or operated, the number of occupants, the activity conducted, the equipment used, or the size of the Property. Customer shall notify NORESCO immediately of any malfunction of the System or any related energy consuming equipment. (b) In the event that Customer (i) experiences a Change in Use that reduces the savings of electrical demand or usage from the System during the term of this Agreement as reasonably determined by NORESCO or (ii) removes or discontinues use of the System or any portion thereof, the PG&E Credit shall be reduced as provided in Section 2, and Customer shall thereafter be required to pay to NORESCO the difference between the then applicable Rental Payment and the PG&E Credit, for each such Facility listed in Attachment A. The reduction in energy savings shall be determined in accordance with the Utility Agreement with PG&E. (c) Customer may replace ECM's installed by NORESCO, provided that the new equipment is of equal or greater efficiency and does not reduce energy savings. c:\my documents\mLfiles\word\agreements\noresco1.doc 3