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BRC shall provide PMC, from time to time as PMC may request, a statement on the status of Utility Contribution Agreements and projections as to funds to be received thereunder and remitted to PMC. Within ten (10) days after receipt of each acceptable Utility Contribution Agreement delivered to BRC after the date of the Certifications required under (a), above, BRC shall deliver or make available to PMC documents of the character described in (b), above, with respect to each such Utility Contribution Agreement.
(d) Notices of Termination
Within ten (10) days after its receipt or
BRC shall retain possession of the originals of all such Agreements for the benefit of PMC and subject to the security interest provided for in Article VI and the provisions of Article XIX.
ADMINISTRATION OF FUNDS; PAYMENT OF
BRC COSTS AND EXPENSES
(a) Bank Accounts
BRC shall receive and collect all Contributions and shall deposit them in a bank account or accounts at a bank or banks satisfactory to PMC, which accounts shall be administered in accordance with the provisions of this Agreement. All funds deposited in such bank accounts shall be and remain subject to the security interest of PMC as provided in Article VI and the accounts shall be so designated as to indicate to the bank the existence of said security interest. PMC's security interest in and to all funds in such accounts shall be superior to any claim or lien of the bank or any other party, irrespective of the basis of such latter claim or
(b) Reserve for Expenses
BRC shall from time to time set aside funds
(c) Payment to PMC
BRC shall, promptly from time to time, but not later than ten (10) days after the receipt thereof, pay to PMC all funds deposited by BRC in the bank accounts which exceed the Reserve for Expenses; provided, however, that BRC shall not pay such funds to PMC unless there is in effect a ruling by the United States Internal Revenue Service to the effect that (i) PMC is an organization exempt from Federal Income Taxes under Section 501(c) of the Internal Revenue Code or (ii) the receipt of such funds by PMC for Project purposes will not constitute gross income to PMC for purposes of Federal Income Tax.
(a) Payment of BRC Costs and Expenses
BRC shall retain full right and title to the
PMC shall use its best efforts to carry out its responsibilities under the ERDA Agreement and shall use and apply all funds received from BRC solely in connection with the Project.
Subject to the provisions of Article XIII, PMC shall use its best efforts to grant or provide for the grant to BRC and the utilities of non-exclusive, irrevocable, royalty-free rights and licenses to make, use and to have others make and use in their behalf, patents, know-how, data and information relating to the design, construction and operation of facilities and equipment discovered or developed in the course of the Project.
PMC shall, upon BRC's reasonable request and
BRC hereby grants to PMC and its successors and assigns, a security interest in all Utility Contribution Agreements held by BRC, together with all replacements and substitutions therefor, and in all proceeds (including cash) thereof (hereinafter called "Collateral") for the purpose of securing the obligations of BRC hereunder. In the event BRC defaults in its obligations hereunder, PMC shall have the right to enforce its security interest in the Collateral, including the right to obtain physical possession thereof, the right to notify and instruct all utilities obligated under Utility Contribution Agreements to make payments directly to PMC, and the right to exercise any and all rights and remedies available under applicable law. BRC shall, upon the request of PMC, cooperate fully with PMC in taking whatever action and signing and filing whatever documents PMC considers necessary or desirable to perfect and enforce the security interest of PMC provided for herein, including delivery of the Collateral to PMC or its designee and issuance of any notifications and instructions to utilities which have executed Utility Contribution Agreements. As between PMC and BRC, the security interest granted under this Article VI shall not affect BRC's right to reimbursement for costs and expenses out of the Reserve for Expenses as provided in Article IV.
ENFORCEMENT OF UTILITY CONTRIBUTION AGREEMENTS
BRC shall, upon the request of PMC, use its best efforts to enforce, and to cooperate with PMC and its successors and assigns, in the enforcement of such Agreements, including institution of legal action in its own name or on behalf of PMC and its successors and assigns, to collect Contributions due thereunder. BRC's reasonable costs and expenses (including reasonable attorneys' fees) incurred in fulfilling its obligations under this Article VII shall be reimbursable costs and expenses under Article IV (d). Except with the prior written consent of PMC, BRC shall not amend, modify or terminate any Utility Contribution Agreement or waive any of its rights thereunder.
BRC shall serve as the agent of PMC to collect, deposit and remit Contributions to PMC as provided for in this Agreement. BRC's reasonable costs and expenses incurred in fulfilling its obligations under this Article X shall be reimbursable costs and expenses under Article IV (d).
ACCOUNTS, RECORDS AND INSPECTION
(a) BRC Accounts
BRC shall maintain such accounts, records and other documents as are required in accordance with sound business practices and generally accepted accounting principles to record all transactions relating to BRC's administration of the bank
accounts and Reserve for Expenses described in
(b) PMC Accounts
PMC shall maintain such accounts, records and other documents regarding the financial administration of the Project as are required by the ERDA Agreement.
All accounts, records and other documents maintained by either party hereto pursuant to (a) and (b), above, shall be maintained and preserved for not less than three years after final payment under the ERDA Agreement and shall be subject to inspection and audit by the other party and by ERDA and the Comptroller General of the United States at all reasonable times.
The rights and obligations of the parties with respect to termination of the Project shall be as set forth in paragraph 11.0 of the ERDA Agreement, which is hereby incorporated herein by reference.
Upon termination, BRC shall pay to PMC all funds under BRC's possession, control or direction at the date of termination, less any funds set aside by BRC as a Reserve for Expenses pursuant to Article IV (b) above. BRC shall also assign to PMC all of BRC's rights, if any, to collect and receive any amounts due and unpaid as of the date of termination under
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