Common use of Purchase and Sale Agreement Clause in Contracts

Purchase and Sale Agreement. The purchase and sale agreement ("PSA") concluded by the Parties pursuant to this Attachment P (Sale of Facility by Seller) (as applicable) shall contain, among other provisions, the following: (a) Seller shall, as of the closing of the sale, convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, including all rights of Seller in the Facility or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (b) To the extent assignable or transferrable, Seller shall assign or transfer to Company all of Seller's interest in all Project Documents and Governmental Approvals that are then in effect and that are utilized for the operation or maintenance of the Facility; (c) Seller shall execute and deliver to Company such deeds, bills of sale, assignments and other documentation as Company may reasonably request to convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, free from all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (d) Seller shall cause all liens on the Facility for monies owed (including liens arising from Financing Documents), and any liens in favor of Seller's affiliates, to be released prior to closing on the sale of the Facility to Company; (e) Seller shall warrant, as of the date of the closing of the sale of the Facility to Company, title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, is free and clear of all other liens, claims, encumbrances and rights of others, except any Permitted Lien; (f) Company shall have no liability for damages (including without limitation, any development and/or investment losses, liabilities or damages, and other liabilities to third parties) incurred by Seller on account of Company's purchase of the Facility, nor any other obligation to Seller except for the purchase price, and Seller shall indemnify Company against any such losses, liabilities or damages; (g) Company shall assume all of Seller's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company, including (i) to the extent assignable, all Permits held by, for, or related to the Facility, and (ii) all of Seller's agreements with respect to the Facility provided to and approved by Company at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, except for such agreements Company has elected to terminate, in which case any related termination expenses shall be, at Company's option, paid directly by Company and deducted from the purchase price; (h) Seller shall indemnify Company against all of Seller's obligations with respect to the Facility accruing through the date of closing the sale of the Facility to Company, and Company shall indemnify Seller against all of Company's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company; (i) Unless otherwise agreed to by the Parties, Seller makes no representations or warranties with respect to the condition of the Facility, and Company shall purchase the Facility on an as-is basis; (j) Seller shall warrant that, except as disclosed to and approved by Company in writing at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, the Facility has been operated by Seller in conformity with all Laws; (k) Seller shall warrant that Seller provided full access to Company and each appraiser in connection with the procedure to determine fair market value provided in Section 3 (Procedure to Determine Fair Market Value of the Facility) of this Attachment P (Sale of Facility by Seller); (l) If applicable, Seller's lease of the Site from Company will terminate and Seller will relinquish all rights, privileges and obligations relating to such lease; and (m) Seller shall maintain the Facility in accordance with Good Engineering and Operating Practices between appraisal and the closing date.

Purchase and Sale Agreement. The purchase and sale agreement ("“PSA"”) concluded by the Parties pursuant to this Attachment P (Sale of Facility by Seller) (as applicable) shall contain, among other provisions, the following: (a) : Seller shall, as of the closing of the sale, convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, including all rights of Seller in the Facility or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (b) ; To the extent assignable or transferrable, Seller shall assign or transfer to Company all of Seller's interest in all Project Documents and Governmental Approvals that are then in effect and that are utilized for the operation or maintenance of the Facility; (c) ; Seller shall execute and deliver to Company such deeds, bills of sale, assignments and other documentation as Company may reasonably request to convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, free from all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (d) ; Seller shall cause all liens on the Facility for monies owed (including liens arising from Financing Documents), and any liens in favor of Seller's ’s affiliates, to be released prior to closing on the sale of the Facility to Company; (e) ; Seller shall warrant, as of the date of the closing of the sale of the Facility to Company, title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, is free and clear of all other liens, claims, encumbrances and rights of others, except any Permitted Lien; (f) ; Company shall have no liability for damages (including without limitation, any development and/or investment losses, liabilities or damages, and other liabilities to third parties) incurred by Seller on account of Company's ’s purchase of the Facility, nor any other obligation to Seller except for the purchase price, and Seller shall indemnify Company against any such losses, liabilities or damages; (g) ; Company shall assume all of Seller's ’s obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company, including (i) to the extent assignable, all Permits permits held by, for, or related to the Facility, and (ii) all of Seller's ’s agreements with respect to the Facility provided to and approved by Company at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, except for such agreements Company has elected to terminate, in which case any related termination expenses shall be, at Company's ’s option, paid directly by Company and deducted from the purchase price; (h) ; Seller shall indemnify Company against all of Seller's obligations with respect to the Facility accruing through the date of closing the sale of the Facility to Company, and Company shall indemnify Seller against all of Company's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company; (i) ; Unless otherwise agreed to by the Parties, Seller makes no representations or warranties with respect to the condition of the Facility, and Company shall purchase the Facility on an as-is basis; (j) ; Seller shall warrant that, except as disclosed to and approved by Company in writing at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, the Facility has been operated by Seller in conformity with all Laws; (k) ; Seller shall warrant that Seller provided full access to Company and each appraiser in connection with the procedure to determine fair market value provided in Section 3 (Procedure to Determine Fair Market Value of the Facility) of this Attachment P (Sale of Facility by Seller); (l) ; If applicable, Seller's ’s lease of the Site from Company will terminate and Seller will relinquish all rights, privileges and obligations relating to such lease; and (m) and Seller shall maintain the Facility in accordance with Good Engineering and Operating Practices between appraisal and the closing date.

Purchase and Sale Agreement. The purchase and sale agreement ("PSA") concluded by the Parties pursuant to Section 1(a) (Right of First Negotiation) and Section 2(b) (Negotiations) of this Attachment P (Sale of Facility by Seller) (as applicable) shall contain, among other provisions, the following: (a) Seller shall, as of the closing of the sale, convey good and marketable title to the Facility consistent with the state of title in existence as of the date of execution of the PSAand Site, including all rights of Seller in the Facility or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others, except any Permitted Lienas approved by Company in writing; (b) To the extent assignable or transferrable, Seller shall assign or transfer otherwise make available to Company all of Seller's interest in all Project Documents and Governmental Approvals that are then in effect and that are utilized for the operation or maintenance of the Facility; (c) Seller shall execute and deliver to Company such deeds, bills of sale, assignments and other documentation as Company may reasonably request to convey good and marketable title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, free from all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (d) Seller shall cause all liens on the Facility for monies owed (including liens arising from Financing Documents), and any liens in favor of Seller's affiliates, to be released prior to closing on the sale of the Facility to Company; (e) Seller shall warrant, as of the date of the closing of the sale of the Facility to Company, good and marketable title to the Facility consistent with the state of title in existence as of the date of execution of the PSAFacility, is free and clear of all other liens, claims, encumbrances and rights of others, except any Permitted Lienas approved by Company in writing; (f) Company shall have no liability for damages (including without limitation, any development and/or investment losses, liabilities or damages, and other liabilities to third parties) incurred by Seller on account of Company's purchase of the Facility, nor any other obligation to Seller except for the purchase price, and Seller shall indemnify Company against any such losses, liabilities or damages; (g) Company shall assume all of Seller's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company, including (i) to the extent assignable, all Permits held by, for, or related to the Facility, and (ii) all of Seller's agreements with respect to the Facility provided to and approved by Company at least thirty (30) [__] Days prior to the date of closing on the sale of the Facility to Company, except for such agreements Company has elected to terminate, in which case any related termination expenses shall be, at Company's option, paid directly by Company and deducted from the purchase price; (h) Seller shall indemnify Company against all of Seller's obligations with respect to the Facility accruing through the date of closing the sale of the Facility to Company, and Company ; (i) Seller shall indemnify Seller against all of Company's obligations with respect to warrant that the Facility accruing from is in good operating order and after repair, ordinary wear and tear excepted, in condition to perform in accordance with past practice, with no major maintenance items deferred, except as disclosed to and approved by Company in writing at least [__] Days prior to the date of closing on the sale of the Facility to Company; (i) Unless otherwise agreed to by the Parties, Seller makes no representations or warranties with respect to the condition of the Facility, and Company shall purchase the Facility on an as-is basis; (j) Seller shall warrant that, except as disclosed to and approved by Company in writing at least thirty (30) [__] Days prior to the date of closing on the sale of the Facility to Company, the Facility conforms and has been operated by Seller in conformity with all Laws; (k) Seller shall warrant that Seller provided full access to Company and each appraiser in connection with the procedure to determine fair market value provided in Section 3 (Procedure to Determine Fair Market Value of the Facility) of this Attachment P (Sale of Facility by Seller);; and (l) If applicable, Seller's lease of the Site from Company will terminate and Seller will relinquish all rights, privileges and obligations relating to such lease; and (m) Seller shall maintain the Facility in accordance with Good Engineering and Operating Practices between appraisal and the closing date.

Purchase and Sale Agreement. The purchase and sale agreement ("PSA") concluded by the Parties pursuant to this Attachment P (Sale of Facility Transfers by Seller) (as applicable) shall contain, among other provisions, the following: (a) Seller shall, as of the closing of the sale, convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, including all rights of Seller in the Facility or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (b) To the extent assignable or transferrable, Seller shall assign or transfer to Company all of Seller's interest in all Project Documents and Governmental Approvals that are then in effect and that are utilized for the operation or maintenance of the Facility; (c) Seller shall execute and deliver to Company such deeds, bills of sale, assignments and other documentation as Company may reasonably request to convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, free from all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (d) Seller shall cause all liens on the Facility for monies owed (including liens arising from Financing Documents), and any liens in favor of Seller's affiliates, to be released prior to closing on the sale of the Facility to Company; (e) Seller shall warrant, as of the date of the closing of the sale of the Facility to Company, title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, is free and clear of all other liens, claims, encumbrances and rights of others, except any Permitted Lien; (f) Company shall have no liability for damages (including without limitation, any development and/or investment losses, liabilities or damages, and other liabilities to third parties) incurred by Seller on account of Company's purchase of the Facility, nor any other obligation to Seller except for the purchase price, and Seller shall indemnify Company against any such losses, liabilities or damages; (g) Company shall assume all of Seller's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company, including (i) to the extent assignable, all Permits held by, for, or related to the Facility, and (ii) all of Seller's agreements with respect to the Facility provided to and approved by Company at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, except for such agreements Company has elected to terminate, in which case any related termination expenses shall be, at Company's option, paid directly by Company and deducted from the purchase price; (h) Seller shall indemnify Company against all of Seller's obligations with respect to the Facility accruing through the date of closing the sale of the Facility to Company, and Company shall indemnify Seller against all of Company's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company; (i) Unless otherwise agreed to by the Parties, Seller makes no representations or warranties with respect to the condition of the Facility, and Company shall purchase the Facility on an as-is basis; (j) Seller shall warrant that, except as disclosed to and approved by Company in writing at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, the Facility has been operated by Seller in conformity with all Laws; (k) Seller shall warrant that Seller provided full access to Company and each appraiser in connection with the procedure to determine fair market value provided in Section 3 (Procedure to Determine Fair Market Value of the Facility) of this Attachment P (Sale of Facility by Seller); (l) If applicable, Seller's lease of the Site from Company will terminate and Seller will relinquish all rights, privileges and obligations relating to such lease; and (m) Seller shall maintain the Facility in accordance with Good Engineering and Operating Practices between appraisal and the closing date.

Purchase and Sale Agreement. The purchase In consideration of the obligations of the Issuer now or hereafter arising under this Agreement, the Seller hereby sells and sale agreement assigns to the Administrator, for its benefit and the benefit of the Issuer, without any formal or other instrument of assignment all of the Seller's right, title and interest in, to and under the Purchase and Sale Agreement and the other Transaction Documents, and all rights, remedies, powers, privileges and claims of the Seller under the Purchase and Sale Agreement and the other Transaction Documents ("PSA") concluded by the Parties whether arising pursuant to this Attachment P the terms of the Purchase and Sale Agreement (including Article VI of the Purchase and Sale of Facility by SellerAgreement) (as applicableand the other Transaction Documents or otherwise available to the Seller at law or in equity) shall contain, among other provisionswhether against any Originator, the following: (a) Seller shallGuarantor or otherwise, as of the closing of the sale, convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, including all rights of Seller in the Facility or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (b) To the extent assignable or transferrable, Seller shall assign or transfer to Company all of Seller's interest in all Project Documents and Governmental Approvals that are then in effect and that are utilized for the operation or maintenance of the Facility; (c) Seller shall execute and deliver to Company such deeds, bills of sale, assignments and other documentation as Company may reasonably request to convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, free from all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (d) Seller shall cause all liens on the Facility for monies owed (including liens arising from Financing Documents), and any liens in favor of Seller's affiliates, to be released prior to closing on the sale of the Facility to Company; (e) Seller shall warrant, as of the date of the closing of the sale of the Facility to Company, title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, is free and clear of all other liens, claims, encumbrances and rights of others, except any Permitted Lien; (f) Company shall have no liability for damages (including without limitation, any development and/or investment losses, liabilities or damages, and other liabilities to third parties(i) incurred by Seller on account of Company's purchase the right of the FacilitySeller, nor at any time, to enforce the Purchase and Sale Agreement and any other obligation Transaction Documents against each Originator and the Servicer, (ii) the right to Seller except for appoint a successor to the purchase priceServicer, (iii) the right, at any time, to give or withhold any and Seller shall indemnify Company against any such lossesall consents, liabilities requests, notices, directions, approvals, demands, extensions or damages; (g) Company shall assume all of Seller's obligations waivers under or with respect to the Facility accruing from Purchase and after Sale Agreement, any other Transaction Document or the date obligations in respect of closing on the sale of the Facility to Company, including (i) each Originator or Guarantor thereunder to the same extent assignable, all Permits held by, for, or related to as the FacilitySeller may do, and (iiiv) all of the Seller's agreements rights, remedies, powers, privileges, and claims under or with respect to the Facility provided to Purchase and approved by Company at least thirty Sale Agreement and the other Transaction Documents (30) Days prior whether arising pursuant to the date terms of closing the Purchase and Sale Agreement or any other Transaction Document or otherwise available at law or in equity). Notwithstanding the foregoing, the Seller shall nevertheless be permitted to give all consents, requests, notices, directions, approvals, demands, extensions or waivers, if any, which are required by the specific terms of the Purchase and Sale Agreement and the other Transaction Documents to be given by the Seller, unless the Administrator shall otherwise direct the Seller. The assignment pursuant to the first sentence of this Section 5.14 shall not relieve the Seller, any Originator, the Guarantor or Solectron from (or require the Issuer or the Administrator to undertake) the performance of any term, covenant or agreement on the sale part of the Facility to CompanySeller, except for such agreements Company has elected to terminate, in which case any related termination expenses shall be, at Company's option, paid directly by Company and deducted from the purchase price; (h) Seller shall indemnify Company against all of Seller's obligations with respect to the Facility accruing through the date of closing the sale of the Facility to Company, and Company shall indemnify Seller against all of Company's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company; (i) Unless otherwise agreed to by the Parties, Seller makes no representations or warranties with respect to the condition of the Facility, and Company shall purchase the Facility on an as-is basis; (j) Seller shall warrant that, except as disclosed to and approved by Company in writing at least thirty (30) Days prior to the date of closing on the sale of the Facility to CompanyOriginator, the Facility has been operated by Seller in conformity with all Laws; (k) Seller shall warrant that Seller provided full access Guarantor or Solectron to Company and each appraiser be performed or observed under or in connection with the procedure Purchase and Sale Agreement and the other Transaction Documents, any Pool Receivable or any Related Security. The Administrator and the Issuer acknowledge that the Seller may also grant an assignment as described in the first sentence of this Section 5.14, to determine fair market value provided in Section 3 (Procedure to Determine Fair Market Value the Parallel Purchase Administrator, for its benefit and the benefit of the Facility) of this Attachment P (Sale of Facility by Seller); (l) If applicableParallel Purchasers, Seller's lease under the Parallel Purchase Agreement and that the respective rights of the Site from Company will terminate and Seller will relinquish all rightsAdministrator, privileges and obligations relating to such lease; and (m) Seller shall maintain the Facility in accordance with Good Engineering and Operating Practices between appraisal Issuer, the Parallel Purchase Administrator and the closing dateParallel Purchasers with respect thereto shall be governed by the Intercreditor Agreement.

Purchase and Sale Agreement. The purchase In consideration of the obligations of the Issuer now or hereafter arising under this Agreement, the Seller hereby sells and sale agreement assigns to the Administrator, for its benefit and the benefit of the Issuer, without any formal or other instrument of assignment all of the Seller's right, title and interest in, to and under the Purchase and Sale Agreement and the other Transaction Documents, and all rights, remedies, powers, privileges and claims of the Seller under the Purchase and Sale Agreement and the other Transaction Documents ("PSA") concluded by the Parties whether arising pursuant to this Attachment P the terms of the Purchase and Sale Agreement (including Article VI of the Purchase and Sale of Facility by SellerAgreement) (as applicableand the other Transaction Documents or otherwise available to the Seller at law or in equity) shall contain, among other provisionswhether against any Originator, the following: (a) Seller shallGuarantor or otherwise, as of the closing of the sale, convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, including all rights of Seller in the Facility or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (b) To the extent assignable or transferrable, Seller shall assign or transfer to Company all of Seller's interest in all Project Documents and Governmental Approvals that are then in effect and that are utilized for the operation or maintenance of the Facility; (c) Seller shall execute and deliver to Company such deeds, bills of sale, assignments and other documentation as Company may reasonably request to convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, free from all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (d) Seller shall cause all liens on the Facility for monies owed (including liens arising from Financing Documents), and any liens in favor of Seller's affiliates, to be released prior to closing on the sale of the Facility to Company; (e) Seller shall warrant, as of the date of the closing of the sale of the Facility to Company, title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, is free and clear of all other liens, claims, encumbrances and rights of others, except any Permitted Lien; (f) Company shall have no liability for damages (including without limitation, any development and/or investment losses, liabilities or damages, and other liabilities to third parties(i) incurred by Seller on account of Company's purchase the right of the FacilitySeller, nor at any time, to enforce the Purchase and Sale Agreement and any other obligation Transaction Documents against each Originator and the Servicer, (ii) the right to Seller except for appoint a successor to the purchase priceServicer, (iii) the right, at any time, to give or withhold any and Seller shall indemnify Company against any such lossesall consents, liabilities requests, notices, directions, approvals, demands, extensions or damages; (g) Company shall assume all of Seller's obligations waivers under or with respect to the Facility accruing from Purchase and after Sale Agreement, any other Transaction Document or the date obligations in respect of closing on the sale of the Facility to Company, including (i) each Originator or Guarantor thereunder to the same extent assignable, all Permits held by, for, or related to as the FacilitySeller may do, and (iiiv) all of the Seller's agreements rights, remedies, powers, privileges, and claims under or with respect to the Facility provided to Purchase and approved by Company at least thirty Sale Agreement and the other Transaction Documents (30) Days prior whether arising pursuant to the date terms of closing the Purchase and Sale Agreement or any other Transaction Document or otherwise available at law or in equity). Notwithstanding the foregoing, the Seller shall nevertheless be permitted to give all consents, requests, notices, directions, approvals, demands, extensions or waivers, if any, which are required by the specific terms of the Purchase and Sale Agreement and the other Transaction Documents to be given by the Seller, unless the Administrator shall otherwise direct the Seller. The assignment pursuant to the first sentence of this SECTION 5.14 shall not relieve the Seller, any Originator, the Guarantor or Solectron from (or require the Issuer or the Administrator to undertake) the performance of any term, covenant or agreement on the sale part of the Facility to CompanySeller, except for such agreements Company has elected to terminate, in which case any related termination expenses shall be, at Company's option, paid directly by Company and deducted from the purchase price; (h) Seller shall indemnify Company against all of Seller's obligations with respect to the Facility accruing through the date of closing the sale of the Facility to Company, and Company shall indemnify Seller against all of Company's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company; (i) Unless otherwise agreed to by the Parties, Seller makes no representations or warranties with respect to the condition of the Facility, and Company shall purchase the Facility on an as-is basis; (j) Seller shall warrant that, except as disclosed to and approved by Company in writing at least thirty (30) Days prior to the date of closing on the sale of the Facility to CompanyOriginator, the Facility has been operated by Seller in conformity with all Laws; (k) Seller shall warrant that Seller provided full access Guarantor or Solectron to Company and each appraiser be performed or observed under or in connection with the procedure to determine fair market value provided in Section 3 (Procedure to Determine Fair Market Value of the Facility) of this Attachment P (Purchase and Sale of Facility by Seller); (l) If applicable, Seller's lease of the Site from Company will terminate and Seller will relinquish all rights, privileges and obligations relating to such lease; and (m) Seller shall maintain the Facility in accordance with Good Engineering and Operating Practices between appraisal Agreement and the closing dateother Transaction Documents, any Pool Receivable or any Related Security.

Purchase and Sale Agreement. The purchase and sale agreement ("PSA") concluded by the Parties pursuant to this Attachment P (Sale of Facility by SellerSubscriber Organization) (as applicable) shall contain, among other provisions, the following: (a) Seller Subscriber Organization shall, as of the closing of the sale, convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, including all rights of Seller Subscriber Organization in the Facility or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (b) To the extent assignable or transferrable, Seller Subscriber Organization shall assign or transfer to Company all of SellerSubscriber Organization's interest in all Project Documents and Governmental Approvals that are then in effect and that are utilized for the operation or maintenance of the Facility; (c) Seller Subscriber Organization shall execute and deliver to Company such deeds, bills of sale, assignments and other documentation as Company may reasonably request to convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, free from all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (d) Seller Subscriber Organization shall cause all liens on the Facility for monies owed (including liens arising from Financing Documents), and any liens in favor of SellerSubscriber Organization's affiliates, to be released prior to closing on the sale of the Facility to Company; (e) Seller Subscriber Organization shall warrant, as of the date of the closing of the sale of the Facility to Company, title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, is free and clear of all other liens, claims, encumbrances and rights of others, except any Permitted Lien▇▇▇▇▇▇▇▇▇ ▇▇▇▇; (f) Company shall have no liability for damages (including without limitation, any development and/or investment losses, liabilities or damages, and other liabilities to third parties) incurred by Seller Subscriber Organization on account of Company's purchase of the Facility, nor any other obligation to Seller Subscriber Organization except for the purchase price, and Seller Subscriber Organization shall indemnify Company against any such losses, liabilities or damages; (g) Company shall assume all of SellerSubscriber Organization's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company, including (i) to the extent assignable, all Permits held by, for, or related to the Facility, and (ii) all of SellerSubscriber Organization's agreements with respect to the Facility provided to and approved by Company at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, except for such agreements Company has elected to terminate, in which case any related termination expenses shall be, at Company's option, paid directly by Company and deducted from the purchase price; (h) Seller Subscriber Organization shall indemnify Company against all of SellerSubscriber Organization's obligations with respect to the Facility accruing through the date of closing the sale of the Facility to Company, and Company shall indemnify Seller Subscriber Organization against all of Company's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company; (i) Unless otherwise agreed to by the Parties, Seller Subscriber Organization makes no representations or warranties with respect to the condition of the Facility, and Company shall purchase the Facility on an as-is basis; (j) Seller Subscriber Organization shall warrant that, except as disclosed to and approved by Company in writing at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, the Facility has been operated by Seller Subscriber Organization in conformity with all Laws; (k) Seller Subscriber Organization shall warrant that Seller Subscriber Organization provided full access to Company and each appraiser in connection with the procedure to determine fair market value provided in Section 3 (Procedure to Determine Fair Market Value of the Facility) of this Attachment P (Sale of Facility by SellerSubscriber Organization); (l) If applicable, SellerSubscriber Organization's lease of the Site from Company will terminate and Seller Subscriber Organization will relinquish all rights, privileges and obligations relating to such lease; and (m) Seller Subscriber Organization shall maintain the Facility in accordance with Good Engineering and Operating Practices between appraisal and the closing date.

Purchase and Sale Agreement. The From time to time during the term of this Agreement, upon approval by Agent of a Request for Revolver Advance in accordance with the terms of the Loan Agreement, the Seller shall sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser shall purchase and sale agreement accept from the Seller, such additional Receivables presented in such Request for Revolver Advance ("PSA"any Receivable that the Purchaser so agrees to purchase being an “Additional Receivable”) concluded by on the Parties pursuant to terms and conditions set forth in this Attachment P (Sale of Facility by Section 2.1 and Article VII. In the event the Purchaser acquires an Additional Receivable from the Seller) (as applicable) shall contain, among other provisions, the following: (a) Seller shall, as of Purchaser and the closing of the sale, convey title to the Facility consistent with the state of title in existence as of the date of execution of the PSA, including all rights of Seller in the Facility or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (b) To the extent assignable or transferrable, Seller shall assign or transfer to Company all of Seller's interest in all Project Documents and Governmental Approvals that are then in effect and that are utilized for the operation or maintenance of the Facility; (c) Seller shall execute and deliver to Company a Supplement specifying therein the Additional Receivables which are the subject of such deedsConveyance and the effective date of such Conveyance (such date, bills of sale, assignments and other documentation as Company may reasonably request to convey title to the Facility consistent with the state of title in existence “Addition Date”). Effective as of the date Addition Date for each Additional Receivable, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse, except as expressly otherwise set forth herein, all of execution its right, title and interest in, to and under (i) such Additional Receivable, (ii) all Collections and other proceeds of such Additional Receivable received, collected or otherwise recovered on or after such Addition Date (or such earlier date, if any, as may be specified in the related Supplement), (iii) all Portfolio Documents relating to such Additional Receivable, (iv) all property that is related to such Additional Receivable, (v) all servicing rights, all guaranties, letters of credit, letter-of-credit rights, security interests, liens, supporting obligations and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Additional Receivable whether pursuant to the Portfolio Documents related to such Additional Receivable or otherwise, (vi) all insurance policies that relate to such Additional Receivable or any property securing such Additional Receivable, (vii) all of the PSASeller’s rights (but none of its obligations) under the Assigned Agreements, free from all liens, claims, encumbrances, or rights of others, except any Permitted Lien; (d) Seller shall cause all liens on the Facility for monies owed (including liens arising from Financing Documents), and any liens in favor of Seller's affiliates, to be released prior to closing on the sale of the Facility to Company; (e) Seller shall warrant, as of the date of the closing of the sale of the Facility to Company, title each case to the Facility consistent with the state of title in existence as of the date of execution of the PSAextent relating to such Additional Receivable, is free and clear of all other liensincluding, claims, encumbrances and rights of others, except any Permitted Lien; (f) Company shall have no liability for damages (including without limitation, any development and/or investment losses(A) all monies due and to become due to the Seller under the Assigned Agreements, liabilities whether in respect of repurchase prices, Scheduled Payments, fees, expenses, costs, indemnities, damages for the breach thereof or damagesotherwise, and other liabilities (B) all property otherwise related to third partiesthe Assigned Agreements, (C) incurred by Seller on account of Company's purchase all rights of the FacilitySeller to receive proceeds of any insurance, nor any other obligation to Seller except for the purchase priceindemnity, and Seller shall indemnify Company against any such losses, liabilities warranty or damages; (g) Company shall assume all of Seller's obligations guaranty with respect to the Facility accruing from Assigned Agreements and after the date (D) all rights, remedies, powers, privileges and claims of closing on the sale of the Facility to Company, including (i) Seller in relation to the extent assignablePurchased Assets, all Permits held byin each case, for, or related whether arising pursuant to the Facilityterms of Assigned Agreements or as otherwise available at law or in equity, and (iiviii) all proceeds (including, without limitation, “proceeds” as defined in Article 9 of Seller's agreements with respect the UCC as in effect in the State of New York), profits, rents and products of any of the foregoing (collectively, the “Subsequent Purchased Assets”). The Purchase Price for each Subsequent Purchased Asset shall be as set forth on the Supplement related to it, and shall be due and payable in cash immediately upon the transfer of title to such Subsequent Purchased Asset from the Seller to the Facility provided to and approved by Company at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, except for such agreements Company has elected to terminate, in which case any related termination expenses shall be, at Company's option, paid directly by Company and deducted from the purchase price; (h) Seller shall indemnify Company against all of Seller's obligations with respect to the Facility accruing through the date of closing the sale of the Facility to Company, and Company shall indemnify Seller against all of Company's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company; (i) Unless otherwise agreed to by the Parties, Seller makes no representations or warranties with respect to the condition of the Facility, and Company shall purchase the Facility on an as-is basis; (j) Seller shall warrant that, except as disclosed to and approved by Company in writing at least thirty (30) Days prior to the date of closing on the sale of the Facility to Company, the Facility has been operated by Seller in conformity with all Laws; (k) Seller shall warrant that Seller provided full access to Company and each appraiser in connection with the procedure to determine fair market value provided in Section 3 (Procedure to Determine Fair Market Value of the Facility) of this Attachment P (Sale of Facility by Seller); (l) If applicable, Seller's lease of the Site from Company will terminate and Seller will relinquish all rights, privileges and obligations relating to such lease; and (m) Seller shall maintain the Facility in accordance with Good Engineering and Operating Practices between appraisal and the closing datePurchaser.