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Pacific Gas and
<br /> ``Y Electric Company'
<br /> GENERAL ON-BILL FINANCING LOAN AGREEMENT
<br /> The undersigned customer("Customer)has contracted for the provision of energy efficiency/demand response equipment and
<br /> services(the"Work")which qualify for one or more of PG&E's applicable rebate or incentive programs.Subject to the conditions
<br /> (including the process for Adjustment and preconditions to funding)set forth below,Pacific Gas&Electric Company("PG&E")
<br /> shall extend a loan(the'Loan')to Customer in the amount of the loan balance(the'Loan Balance')pursuant to the terms of
<br /> this On-Bill Financing Loan Agreement("Loan Agreement")and PG&E's rate schedules E-OBF and/or G-OBF,as applicable
<br /> (the'Schedule").
<br /> To request the Loan,Customer has submitted a completed On-Bill Financing Application and associated documentation as
<br /> required by PG&E(the"Application").Collectively the Application and this Loan Agreement(including any Adjustment
<br /> hereunder)comprise the"Agreement".
<br /> 1. Customer shall arrange for its Contractor,as identified at the end of this Agreement("Contractor"),to provide the
<br /> Work as described in the Application.
<br /> 2. The estimated Loan Balance is set forth below. The total cost of the Work as installed,rebate/incentive for
<br /> qualifying energy efficiency measures,Loan Balance, monthly payment,and loan term specified in this Loan
<br /> Agreement may be adjusted,if necessary,after the Work and the post-installation inspection described in the
<br /> Application and/or herein are completed(the'Adjustment").The Adjustment will be calculated using the actual total
<br /> cost of the Work,as installed,and the estimated energy savings(as described in the Application)of such Work.In no
<br /> event will the Loan Balance be increased without Customer's written consent,even if Customer is eligible for such
<br /> increased Loan Balance.Moreover,in no event will the Loan Balance exceed the maximum loan amount stipulated in
<br /> the Application.Customer understands that in order to be eligible for the Loan,the initial Loan Balance for Work may
<br /> not fall below the minimum loan amount,nor may the payback period exceed the maximum payback period.
<br /> Accordingly,if after the Adjustment,the Loan Balance falls below the minimum loan amount or if the simple
<br /> payback period exceeds the program maximum payback period,each as described in the Application,PG&E
<br /> shall have no obligation to extend the Loan,as the Work would not meet program requirements.The
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<br /> Adjustment described in this paragraph will be communicated to the Customer in writing and will automatically
<br /> become part of this Loan Agreement,except that any proposed increase in the Loan Balance will only become part of
<br /> this I.nan Agreement'non Custnmer's written consent to such innrease.
<br /> 3. PG&E shall have no liability in connection with,and makes no warranties,expressed or implied,
<br /> regarding the Work.Customer will be responsible for any and all losses and damage it may suffer in
<br /> connection with,and any claims by third parties resulting from,the Work. Customer shall indemnify and hold
<br /> harmless PG&E,its affiliates,and their respective owners,officers,directors,employees and agents thereof,from
<br /> and against all claims,demands,liabilities,damages,fines,settlements or judgments which arise from or are caused
<br /> by(a)any breach of the Agreement by Customer;(b)any defects or problems with the Work,or the failure of the
<br /> Work to deliver any anticipated energy efficiencies;(c)Customer's failure to pay any amount due or claimed by
<br /> Contractor with respect to the Work;or(d)the wrongful or negligent acts or omissions of any party(including
<br /> Contractor)in the conduct or performance of the Work.
<br /> 4. Customer represents and warrants that(a)Customer is receiving this Loan solely for Work obtained in
<br /> connection with Customer's business,and not for personal,family or household purposes;(b)Customer,if not an
<br /> individual or a government agency,is duly organized,validly existing and in good standing under the laws of its state
<br /> of formation,and has full power and authority to enter into this Agreement and to carry out the provisions of this
<br /> Agreement.Customer is duly qualified and in good standing to do business in all jurisdictions where such
<br /> qualification is required;(c)this Loan Agreement has been duly authorized by all necessary proceedings,has been
<br /> duly executed and delivered by Customer and is a valid and legally binding agreement of Customer duly enforceable
<br /> in accordance with its terms;
<br /> (d)no consent,approval,authorization,order,registration or qualification of or with any court or regulatory authority
<br /> or other governmental body having jurisdiction over Customer is required for,and the absence of which would
<br /> adversely affect,the legal and valid execution and delivery of this Loan Agreement,and the performance of the
<br /> transactions contemplated by this Loan Agreement;(e)the execution and delivery of this Loan Agreement by
<br /> Customer hereunder and the compliance by Customer with all provisions of this Loan Agreement:(i)will not conflict
<br /> with or violate any Applicable Law;and(ii)will not conflict with or result in a breach of or default under any of the
<br /> terms or provisions of any loan agreement or other contract or agreement under which Customer is an obligor or by
<br /> which its property is bound;and (f)all factual information furnished by Customer to PG&E in the Application and
<br /> pursuant to this Agreement is true and accurate.
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