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12345 Big Tree Road Wales Center, NY 14169 If to the Owner: New Energy Solar 10 LLC 166 Taylor Dr Depew, NY 14043 5. Severability. If any article, section, subdivision, paragraph, sentence, clause, phrase, provision or portion of this Agreement shall for any reason be held or adjudged to be invalid or illegal or unenforceable by any court of competent jurisdiction, such portion so adjudged shall be deemed separate, distinct and independent and the remainder of this Agreement shall remain in full force and effect. 6. Effect of Agreement. None of the Parties to this Agreement shall use this Agreement or the terms hereof as an admission against another Party during or subsequent to the term hereof, except in a legal proceeding seeking to enforce this Agreement or asserting breach thereof. 7. Governing Law; Jurisdiction; Venue. This Agreement shall be made and interpreted in accordance with the laws of the State of New York. Both Parties consent to the jurisdiction of the New York State courts in and for the county in which the Project is located regarding interpretation or enforcement of this Agreement. Any litigation arising hereunder shall be brought solely in such courts. 8. Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 9. Miscellaneous. The Parties do not intend to create and nothing contained in this Agreement shall be construed as creating a joint venture or partnership between the Town and the Owner. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any person or entity other than the Parties any rights, remedies, or other benefits under or by reason of this Agreement. [Remainder of page intentionally left blank] Page 3 of 4