GESC for Olive WTP Solar Proj No 124-050 - Ameresco

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(v) Ameresco shall provide equipment manuals, as -built drawings and other appropriate information regarding equipment installed hereunder to Customer at or about the time of delivery of the Delivery and Acceptance Certificate (as provided in Section 4). (vi) Ameresco shall provide the training described in Attachment H. Such training is included in the Contract Cost, as such term is defined in Section 4, unless included as a separate cost in Attachment I. (h) Customer Cooperation During Construction: Customer shall reasonably cooperate in relocating occupants, staff, personnel, furniture and equipment and taking such other actions as may be necessary by Customer in order to prepare space for work by Ameresco to enable Ameresco to timely perform its obligations hereunder. SECTION 2 Ownership of ECM(s) Ownership and title to each ECM or portion thereof, as applicable, shall automatically pass to Customer upon Ameresco's receipt of both (i) the executed Substantial Completion Certificate (Attachment D(31), or each Percent Complete Acknowledgement Certificate (Attachment D(2)), (including Customer payment certification) delivered pursuant to Section 4 for such ECM or portion thereof, and (ii) the indefeasible payment in full of all of Customer's payment obligations to Ameresco pursuant to such Substantial Completion Certificate or Percent Complete Acknowledgement Certificate for such installed ECM or portion thereof. Prior to satisfaction of the conditions set forth in (i) and (ii) in the previous sentence with respect to an ECM or portion thereof, title to each ECM or portion thereof shall remain in the name of Ameresco. If, notwithstanding the intent of the Parties, Customer is deemed to hold title to any or all of the ECMs or portion thereof prior to the satisfaction of the conditions set forth in (i) and (ii) above, as security for the payment in full of Customer's obligations with respect to each such ECM or portion thereof, Customer hereby assigns, transfers and grants to Ameresco a security interest in such ECMs. Customer hereby authorizes Ameresco to file, from time to time, Uniform Commercial Code financing statements in such jurisdictions as may be necessary to perfect and maintain its security interest in such ECMs. If requested by Ameresco, Customer agrees to execute and deliver all further instruments and documents and take all further action that may be necessary in order to create, perfect and protect Ameresco's security interest in the ECMs and hereby irrevocably appoints Ameresco as Customer's attorney -in -fact with full power to sign such instruments and documents. Upon delivery of the Substantial Completion Certificate and satisfaction of clause (ii) above for each ECM, Ameresco's interest in the related ECMs shall be released and terminated, in each case without further action on any Party's part. SECTION 3 Financing and Ability to Pay (a) By its execution of this Agreement, Customer hereby represents and warrants to Ameresco that Customer has adequate funds for payment of the Contract Cost, and for any portions which Customer may need to borrow, Customer intends to enter into a separate financing through a bond issuance, lease purchase, or similar structure ("Financing") with a third party finance company or other third party entity. (b) Customer agrees and acknowledges that its obligation to make the payments to Ameresco set forth in this Agreement are in no way contingent on the effectiveness of the Financing. Confidential & Proprietary Information of Ameresco, Inc. Page 7 of 56