Common use of Bankruptcy Issues Clause in Contracts

Bankruptcy Issues. The Parties intend that (i) all Transactions constitute a “forward contract” within the meaning of the Bankruptcy Code; (ii) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)).” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (ia) This Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case by or against the Owner under the Bankruptcy Code and all Transactions constitute references herein to the Owner shall be deemed to apply to the Owner as a debtor-in-possession and to any trustee in bankruptcy for the estate of the Owner. (b) In the event the First Lender is required under any bankruptcy or other law to return to the Owner, the estate in bankruptcy thereof, any third party or any trustee, receiver or other similar representative of the Owner any payment or distribution of assets, whether in cash, property or securities, including without limitation any Property or any proceeds of the Property previously received by the First Lender on account of the First Mortgage (a “forward contract” within Reinstatement Distribution”), then to the meaning maximum extent permitted by law, this Agreement and the subordination of the lien of the Second Mortgage in such Property or proceeds shall be reinstated with respect to any such Reinstatement Distribution. The First Lender shall not be required to contest its obligation to return such Reinstatement Distribution. (c) The Second Lender hereby agrees that the Second Lender shall not make any election, give any consent, file any motion or take any other action in any case by or against the Owner under the Bankruptcy Code without the prior written consent of the First Lender which consent shall not be unreasonably withheld or delayed, except that Second Lender shall have the right to file proofs of claim and to make other filings necessary to protect the priority and effectiveness of the Second Mortgage provided that any such filings shall in no manner adversely affect the lien of the First Mortgage or any of First Lender’s rights and remedies under any of the documents evidencing the First Loan. The Second Lender hereby appoints the First Lender as its agent, and grants to the First Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Second Lender in connection with any case by or against the Owner under the Bankruptcy Code; (ii, including without limitation, the right to vote to accept or reject a plan, to file a claim, to make any election under section 1111(b) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies with respect to this Confirmation Agreement the Second Mortgage and all other Fixed Price Customer Supply Contract(s)to file a motion to modify the automatic stay with respect to the Second Mortgage. Without in any way limiting the generality of Paragraph 9 hereof, the Parties agree that all transactions with each Second Lender hereby agrees that, upon the request of the Parties under this Confirmation Agreement First Lender, the Second Lender shall each do, execute, acknowledge and deliver to the First Lender all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretyand every such further acts, deeds, conveyances and instruments as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, First 43412-20/Continental Towers Lender may request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion better assuring and evidencing of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))foregoing appointment and grant.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend Junior Creditor agrees that the Senior ----------------- Creditor may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer (or a trustee appointed for the estate of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Transactions constitute Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor Parties. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a “forward contract” within sale or other disposition of any assets securing the meaning Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim he may now or hereafter have arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code; (ii, of the application of Section 1111(b)(2) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; , and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possession. The Junior Creditor agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) all transfers of Performance Assurance by one Party asserting any claims which the Issuer may hold with respect to the other Party under this Agreement constitute “margin payments” within Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the meaning Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within Senior Creditor, the meaning of the Bankruptcy CodeJunior Creditor will resign from his position on such committee. To the extent that Section 365 the Senior Creditor receives payments on, or proceeds of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)collateral for, the Parties agree that all transactions with each of the Parties Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed any bankruptcy law, state or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretyfederal law, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet tocommon law, or any annex toequitable cause, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, use reasonable efforts the Senior Debt, or part thereof, intended to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party be satisfied shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement revived and continue in full force and effect as if such payments or proceeds had not been received by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Senior Creditor.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (a) Except as provided in this Section 10, this Agreement shall continue in full force and effect after the commencement of a Bankruptcy Case (all references herein to the Company being deemed to apply to the Company as a debtor-in-possession and to a trustee for the Company's estate in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by Company, and to all Secured Creditors' Debt incurred by the Company, subsequent to such commencement. (b) If the Company shall become subject to a Bankruptcy Case, and if the Senior Agent and the Senior Lenders shall desire to permit the use of cash collateral or to provide post-petition financing to Company, the Subordinated Lender agrees as follows: (i) all Transactions constitute adequate notice to the Subordinated Lender shall be deemed to have been provided for such use of cash collateral or post-petition financing if the Subordinated Lender receives notice thereof at least three (3) Business Days prior to any hearing on a “forward contract” within the meaning request to approve such use of the Bankruptcy Code; cash collateral or post-petition financing and (ii) all payments made no objection will be raised by the Subordinated Lender to any such use of cash collateral or such post-petition financing by the Senior Agent and the Senior Lenders, on the grounds of a failure to provide adequate protection for the junior liens and security interests of the Subordinated Lender in the Collateral, provided that (A) the Subordinated Lender are granted the same liens and security interests on the post-petition Collateral that may be made by one Party granted to or for the benefit of the Senior Agent and the Senior Lenders, junior only to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning liens or security interests of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to Senior Agent and the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; Senior Lenders therein, and (ivB) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To to the extent that Section 365 Senior Agent and/or Senior Lenders are granted super-priority claims, the Subordinated Lender shall be granted super-priority claims subordinate to the claims of the Senior Agent and Senior Lenders. No objection will be raised by the Subordinated Lender to the Senior Lender's motion for relief from the automatic stay in any proceeding under the Bankruptcy Code applies to this Confirmation Agreement foreclose on and all other Fixed Price Customer Supply Contract(s), sell the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entiretyCollateral.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)).” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend Each of the Noteholders agrees that the Senior Lenders, or any one of them may consent to the use of cash collateral or provide financing to the Borrower on such terms and conditions and in such amounts as the Senior Lenders, in their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Borrower (or a trustee appointed for the estate of Borrower) may grant to the Agent or the Senior Lenders liens and security interests upon all assets of the Borrower, which liens and security interests (i) shall secure payment of all Transactions constitute Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Noteholders on the assets of Borrower. All allocations of payments between the Senior Lenders and the Noteholders shall, subject to any court order, continue to be made after the filing of a “forward contract” within petition under the meaning Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing. Each of the Noteholders agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Noteholders, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Lenders have consented to such sale or disposition of such assets. In the event that the Noteholders have or at any time acquire any security for the Subordinated Debt, each of the Noteholders agrees not to assert any right it may have to "adequate protection" of its interest in such security in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Lenders. Each of the Noteholders waives any claim it may now or hereafter have arising out of the Senior Lender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code; (ii, of the application of Section 1111(b)(2) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (iii) all transfers , and/or any borrowing or grant of Performance Assurance by one Party to the other Party a security interest under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 364 of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)by Borrower, the Parties agree that all transactions with each as debtor in possession. Each of the Parties under this Confirmation Agreement and all Noteholders agrees not to initiate or prosecute or encourage any other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed person to initiate or rejected prosecute any claim, action or other proceeding (i) challenging the enforceability of any Senior Lender's claim, (ii) challenging the enforceability of any liens or security interests in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If assets securing the Parties have elected on Senior Debt or (iii) asserting any claims which the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection Borrower may hold with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose respect to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Lender.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (ia) all Transactions constitute This Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case or other proceeding of any kind with respect to the Company or any of its Subsidiaries at any time under any bankruptcy, insolvency, reorganization, liquidation, adjustment or composition of it or its debts under any law, rule or regulation relating to bankruptcy, insolvency or reorganization or relief of debtors, or any other similar proceeding relating to any bankruptcy, insolvency or similar actions, in any case whether under any federal or state law, rule or regulation or other law, rule or regulation in the United States or any non-United States law, rule or regulation or otherwise, or appointing a “forward contract” within receiver, trustee, examiner, liquidator or similar official for the meaning Company or any of its Subsidiaries or any material portion of any of their assets (any of the Bankruptcy Code; (ii) foregoing defined herein as an “Insolvency Proceeding”), and all payments made or references herein shall be deemed to be made by one Party apply to the Company or any of its Subsidiaries as a debtor-in- possession or in any other Party pursuant capacity in any Insolvency Proceeding and to this Agreement constitute “settlement payments” within any receiver, trustee, examiner, liquidator or similar official appointed for the meaning Company, any of the Bankruptcy Code; its Subsidiaries or any of their assets. (iiib) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet toSecured Creditors receive payments on, or any annex toproceeds of, this Master Agreement Collateral which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employeestrustee, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, receiver or any exchangeother party under any Insolvency Proceeding, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, the Secured Obligations, or part thereof, intended to be satisfied shall be revived (and this Agreement shall be revived if it has been terminated) and continue in full force and effect as if such payments or proceeds had not been received by such Secured Creditors. (c) The Priority Secured Creditors may consent to the use reasonable efforts of cash collateral by the Company or any of its Subsidiaries on such terms and conditions and in such amounts as the Priority Secured Creditors, in their sole discretion, may decide and, in connection with such cash collateral usage, the Company or any of its Subsidiaries (or a trustee, receiver or any other party appointed for the estate thereof) may grant to prevent the Priority Secured Creditors replacement liens and security interests upon any Assets, which liens and security interests shall be superior in priority to the Junior Liens. All allocations of payments made with respect to Collateral between the Priority Secured Creditors and the Junior Secured Creditors shall, subject to any court order, continue to be made after the filing of any Insolvency Proceeding on the same basis that such payments were to be allocated prior to the date of such filing. The Junior Secured Creditors will not object to or limit oppose a sale or other disposition of any Collateral (or any portion thereof) free and clear of security interests, liens or other claims of the disclosureJunior Secured Creditors in any Insolvency Proceeding if the Priority Secured Creditors have consented to such sale or disposition thereof, provided that such release by the Junior Secured Creditors and the Priority Secured Creditors shall not affect the Liens they have in proceeds or other Collateral, provided, further, that such Lien of the Junior Secured Creditors on proceeds shall not affect the rights of the Company and its Subsidiaries to use such proceeds upon the terms and to the extent provided in the Priority Secured Loan Documents and the Junior Secured Loan Documents, including without limitation the use thereof to pay Priority Secured Obligations. Notwithstanding The Junior Secured Creditors shall not assert any right they may have to “adequate protection” of their interest or similar right in the foregoingCollateral in any Insolvency Proceeding and shall not seek to have the automatic stay or similar order or rule lifted with respect to such Collateral, Party B without the prior written consent of the First Secured Creditors, until the First Secured Obligations have been Paid in Full, and thereafter without the prior written consent of the Second Secured Creditors, until the Second Secured Obligations have been Paid in Full, and thereafter without the prior written consent of the Third Secured Creditors. The Junior Secured Creditors waive any claim or objection it may disclose now or hereafter have, arising in any proceeding instituted under Chapter 11 of the United States Bankruptcy Code and involving the Priority Secured Creditors or any of them as debtor in possession lenders, to any borrowing or grant of a security interest under Section 364 of the United States Bankruptcy Code by the Company or any of its Subsidiaries, as a debtor in possession, or any similar action under any other Insolvency Proceeding. The Fourth Secured Creditors shall not initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the First Secured Creditors’, Second Secured Creditors’ or Third Secured Creditors’ claims with respect to the Collateral, (ii) challenging the enforceability of the First Liens, Second Liens or Third Liens, or (iii) asserting any claims which the Company or any of its Subsidiaries may hold with respect to the First Secured Creditors in their capacity as holders of the First Liens, with respect to the Second Secured Creditors in their capacity as holders of the Second Liens or with respect to the Third Secured Creditors in their capacity as holders of the Third Liens, unless, in all of the foregoing cases, such enforceability is contrary to the terms of this Confirmation Agreement Agreement. The Third Secured Creditors shall not initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the First Secured Creditors’, Second Secured Creditors’ or Fourth Secured Creditors’ claims with respect to the Illinois Power Agency Collateral, (“IPA”). Each Party shall be liable for breach ii) challenging the enforceability of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law the First Liens, Second Liens or in equity to enforceFourth Liens, or seek relief (iii) asserting any claims which the Company or any of its Subsidiaries may hold with respect to the First Secured Creditors in connection withtheir capacity as holders of the First Liens, this confidentiality obligation. The Parties shall maintain with respect to the confidentiality Second Secured Creditors in their capacity as holders of the Second Liens or with respect to the Fourth Secured Creditors in their capacity as holders of the Fourth Liens, unless, in all of the foregoing cases, such enforceability is contrary to the terms of all Transactions in compliance with section 16-111.5(hthis Agreement. The Second Secured Creditors shall not initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Illinois Public Utilities Act First Secured Creditors’, Third Secured Creditors’ or Fourth Secured Creditors’ claim with respect to the Collateral, (220 ILCS 5/16-111.5(h))ii) challenging the enforceability of the First Liens, the Third Liens or Fourth Liens, or (iii) asserting any claims which the Company or any of its Subsidiaries may hold with respect to the First Secured Creditors in their capacity as holders of the First Liens, the Third Secured Creditors with respect to the Third Liens or the Fourth Secured Creditors with respect to the Fourth Liens, unless, in all of the foregoing cases, such enforceability is contrary to the terms of this Agreement. The First Secured Creditors shall not initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Second Secured Creditors’, Third Secured Creditors’ or Fourth Secured Creditors’ claim with respect to the Collateral, (ii) challenging the enforceability of the Second Liens, the Third Liens or Fourth Liens, or (iii) asserting any claims which the Company or any of its Subsidiaries may hold with respect to the Second Secured Creditors in their capacity as holders of the Second Liens, the Third Secured Creditors with respect to the Third Liens or the Fourth Secured Creditors with respect to the Fourth Liens, unless, in all of the foregoing cases, such enforceability is contrary to the terms of this Agreement.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (i) all Transactions constitute a “forward contract” within If Borrower or Borrower's estate becomes the meaning subject of proceedings under the Bankruptcy Code and if Lender desires to permit the use of cash collateral or to provide financing to Borrower under either Section 363 or Section 364 of the Bankruptcy Code; , the undersigned agrees that adequate notice of such financing to the undersigned shall have been provided if the undersigned received notice two (ii2) all business days prior to the entry of any order approving such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall be deemed given upon the sending of such notice by telegraph, telecopy or hand delivery to the undersigned at the address indicated above. All allocations of payments made or between Lender and the undersigned shall, subject to any court order, continue to be made by one Party after the filing of a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the other Party pursuant date of such filing. In the event that the undersigned has or at any time acquires any security for the Subordinated Debt, the undersigned agrees not to this Agreement constitute “settlement payments” within assert any right it may have to "adequate protection" of its interest in such security in any bankruptcy proceeding and agrees that it will not seek to have the meaning automatic stay lifted with respect to such security, without the prior written consent of Lender. The undersigned waives any claim or defense the undersigned may now or hereafter have arising out of the election by Lender, in any proceeding instituted under Chapter 11 of the Bankruptcy Code; (iii, of the application of Section 1111(b)(2) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes , and/or any borrowing or grant of a “master netting agreement” within the meaning security interest under Section 364 of the Bankruptcy CodeCode by Borrower, as debtor-in-possession. To the extent that Section 365 Lender receives payments on, or proceeds of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)collateral for, the Parties agree that all transactions with each of the Parties Senior Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed any bankruptcy law, state or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretyfederal law, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet tocommon law, or any annex toequitable cause, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, use reasonable efforts the Senior Obligations, or part thereof, intended to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party be satisfied shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement revived and continue in full force and effect as if such payments or proceeds had not been received by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Lender.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend Each of BQ, Xxxxxxx, Xxxxxx and Xxxxx agrees that the Agent, the other Holders, CUSA, or BofA may consent to the use of cash collateral or provide financing to any Grantor on such terms and conditions and in such amounts as such Person, in its sole discretion, and the applicable court may decide and that, in connection with such cash collateral usage or such financing. Subject to applicable court orders, each of BQ, Xxxxxxx, Xxxxxx and Xxxxx agrees that each Grantor (or a trustee appointed for the estate of any or all of them) may grant Liens to the Agent, other Holders, CUSA or BofA upon all assets of such Grantor, as applicable, which Liens (i) shall secure payment of all Transactions constitute a “forward contract” within Obligations, the meaning Supplemental Term Loan Liabilities, or the BofA Term Note Debt, as applicable (whether such Obligations, Supplemental Term Loan Liabilities or BofA Term Note Debt arose prior to the filing of the Bankruptcy Codepetition for relief or arise thereafter); and (ii) all shall be superior in priority to the Liens, if any, held by BQ, Xxxxxxx, Xxxxxx or Xxxxx on the assets of such Grantor. All allocations of payments made or constituting Collateral between (a) BQ, Xxxxxxx, Xxxxxx and Xxxxx and (b) the Holders, and/or CUSA, and/or BofA shall, subject to any court order, continue to be made by one Party after the filing of a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing. Each of BQ, Xxxxxxx, Xxxxxx and Xxxxx agrees that he/it will not object to or oppose a sale or other Party pursuant to this Agreement constitute “settlement payments” within disposition of any assets securing the meaning Obligations, Supplemental Term Loan Liabilities, or BofA Term Note Debt (or any portion thereof) free and clear of the Bankruptcy Code; (iii) all transfers Liens or other claims of Performance Assurance by one Party to the other Party BQ, Xxxxxxx, Xxxxxx and Xxxxx under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 363 of the Bankruptcy Code applies to this Confirmation Agreement and all or any other Fixed Price Customer Supply Contract(s)provision of the Bankruptcy Code if the Agent, the Parties agree that all transactions with each other Holders, CUSA and, if applicable, BofA and the applicable court have consented to such sale or disposition of such assets. For purposes of Satisfaction of the Parties under this Confirmation Agreement Obligations and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed applying payments or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretyproceeds of Collateral to the Obligations, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights Supplemental Term Loan Liabilities and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable lawBofA Term Note Debt, the Party subject Obligations, Supplemental Term Loan Liabilities and BofA Term Note Debt shall be deemed to such request or requirement may disclose include, without limitation, all interest, fees, and other amounts to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion be paid on any of the Confidential Information as requested Obligations, Supplemental Term Loan Liabilities or required. In any event, a Party will not oppose action by the other BofA Term Note Debt pursuant to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to any Loan Document or the Illinois Power Agency (“IPA”). Each Party shall BofA Term Note Debt Documents regardless of whether any such interest, fees or other amounts are or would be liable for breach of recognized or allowed as a claim in any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law bankruptcy or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))similar proceeding.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. (a) This Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case by or against the Owner under the Bankruptcy Code and all references herein to the Owner shall be deemed to apply to the Owner as a debtor-in-possession and to any trustee in bankruptcy for the estate of the Owner. (b) In the event the First Lender is required under any bankruptcy or other law to return to the Owner, the estate in bankruptcy thereof, any third party or any trustee, receiver or other similar representative of the Owner any payment or distribution of assets, whether in cash, property or securities, including without limitation any Property or any proceeds of the Property previously received by the First Lender on account of the First Mortgage (a "Reinstatement Distribution"), then to the maximum extent permitted by law, this Agreement and the subordination of the lien of the Second Mortgage in such Property or proceeds shall be reinstated with respect to any such Reinstatement Distribution. The Parties intend First Lender shall not be required to contest its obligation to return such Reinstatement Distribution. (c) The Second Lender hereby agrees that (i) the Second Lender shall not make any election, give any consent, file any motion or take any other action in any case by or against the Owner under the Bankruptcy Code without the prior written consent of the First Lender which consent shall not be unreasonably withheld or delayed, except that Second Lender shall have the right to file proofs of claim and to make other filings necessary to protect the priority and effectiveness of the Second Mortgage provided that any such filings shall in no manner adversely affect the lien of the First Mortgage or any of First Lender's rights and remedies under any of the documents evidencing the First Loan. The Second Lender hereby appoints the First Lender as its agent, and grants to the First Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all Transactions constitute a “forward contract” within rights and taking any and all actions available to the meaning of Second Lender in connection with any case by or against the Owner under the Bankruptcy Code; (ii, including without limitation, the right to vote to accept or reject a plan, to file a claim, to make any election under section 1111(b) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies with respect to this Confirmation Agreement the Second Mortgage and all other Fixed Price Customer Supply Contract(s)to file a motion to modify the automatic stay with respect to the Second Mortgage. Without in any way limiting the generality of Paragraph 9 hereof, the Parties agree that all transactions with each Second Lender hereby agrees that, upon the request of the Parties under this Confirmation Agreement First Lender, the Second Lender shall each do, execute, acknowledge and deliver to the First Lender all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretyand every such further acts, deeds, conveyances and instruments as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, First Lender may request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion better assuring and evidencing of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))foregoing appointment and grant.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (i) all Transactions constitute a “forward contract” within the meaning of the United States Bankruptcy Code (the “Bankruptcy Code”); (ii) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 3234. Section 10.11 10.11— – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)).” 33. A new Section 10.12 is added as follows:Section

Bankruptcy Issues. (a) At any meeting of creditors or in the event of any Insolvency Event, the Junior Lenders shall retain the right to vote, file a proof of claim and otherwise act with respect to the Subordinated Note (including the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), provided that the Junior Lenders shall not initiate, join in or prosecute any claim or action in such Insolvency Event challenging the enforceability of the Senior Debt, this Agreement, or any liens and security interests securing the Senior Debt. (b) The Parties intend Junior Lenders acknowledge and agree that upon the occurrence of any Insolvency Event, the Senior Lenders, or any one of them may consent to the use of cash collateral or provide financing to the Borrower on such terms and conditions and in such amounts as the Senior Lenders, in their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, Borrower (ior a trustee appointed for the estates of Borrower) may grant to the Senior Agent or the Senior Lenders liens and security interests upon all Transactions constitute a “forward contract” within assets of Borrower, which 1iens and security interests shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the meaning filing of the petition for relief thereafter). All allocations of payments between the Senior Lenders and the Junior Lender shall continue to be made after the occurrence of any Insolvency Event on the same basis that the payments were to be allocated prior to the date of such Insolvency Event. The Junior Lenders waive any claim they may now or hereafter have against the Senior Lenders arising out of the Senior Lenders' election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code; , of the application of Section 1111 (iib)(2) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (iii) all transfers , and/or any grant of Performance Assurance by one Party a security interest or administrative claim to the other Party Senior Lenders under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 Sections 503, 507, 361 or 364 of the Bankruptcy Code applies by the Borrower, as debtor in possession or by its trustee. The Junior Lender agrees that it will not take, join in or otherwise support in any manner any challenge to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)the validity, the Parties agree that all transactions with each perfection, priority or enforceability of the Parties under this Confirmation Agreement Senior Agent's liens and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected security interests in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, Senior Collateral or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion post petition property of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Borrower.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (ia) all Transactions constitute This Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case or other proceeding of any kind with respect to the Company or any of its Subsidiaries at any time under any bankruptcy, insolvency, reorganization, liquidation, adjustment or composition of it or its debts under any law, rule or regulation relating to bankruptcy, insolvency or reorganization or relief of debtors, or any other similar proceeding relating to any bankruptcy, insolvency or similar actions, in any case whether under any federal or state law, rule or regulation or other law, rule or regulation in the United States or any non-United States law, rule or regulation or otherwise, or appointing a “forward contract” within receiver, trustee, examiner, liquidator or similar official for the meaning Company or any of its Subsidiaries or any material portion of any of their assets (any of the Bankruptcy Code; (ii) foregoing defined herein as an "Insolvency Proceeding"), and all payments made or references herein shall be deemed to be made by one Party apply to the Company or any of its Subsidiaries as a debtor-in-possession or in any other Party pursuant capacity in any Insolvency Proceeding and to this Agreement constitute “settlement payments” within any receiver, trustee, examiner, liquidator or similar official appointed for the meaning Company, any of the Bankruptcy Code; its Subsidiaries or any of their assets. (iiib) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet toSecured Creditors receive payments on, or any annex toproceeds of, this Master Agreement Collateral which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employeestrustee, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, receiver or any exchangeother party under any Insolvency Proceeding, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, the Secured Obligations, or part thereof, intended to be satisfied shall be revived (and this Agreement shall be revived if it has been terminated) and continue in full force and effect as if such payments or proceeds had not been received by such Secured Creditors. (c) The Priority Secured Creditors may consent to the use reasonable efforts of cash collateral by the Company or any of its Subsidiaries on such terms and conditions and in such amounts as the Priority Secured Creditors, in their sole discretion, may decide and, in connection with such cash collateral usage, the Company or any of its Subsidiaries (or a trustee, receiver or any other party appointed for the estate thereof) may grant to prevent the Priority Secured Creditors replacement liens and security interests upon any Assets, which liens and security interests shall be superior in priority to the Junior Liens. All allocations of payments made with respect to Collateral between the Priority Secured Creditors and the Junior Secured Creditors shall, subject to any court order, continue to be made after the filing of any Insolvency Proceeding on the same basis that such payments were to be allocated prior to the date of such filing. The Junior Secured Creditors will not object to or limit oppose a sale or other disposition of any Collateral (or any portion thereof) free and clear of security interests, liens or other claims of the disclosureJunior Secured Creditors in any Insolvency Proceeding if the Priority Secured Creditors have consented to such sale or disposition thereof, provided that such release by the Junior Secured Creditors and the Priority Secured Creditors shall not affect the Liens they have in proceeds or other Collateral, provided, further, that such Lien of the Junior Secured Creditors on proceeds shall not affect the rights of the Company and its Subsidiaries to use such proceeds upon the terms and to the extent provided in the Priority Secured Loan Documents and the Junior Secured Loan Documents, including without limitation the use thereof to pay Priority Secured Obligations. Notwithstanding The Junior Secured Creditors shall not assert any right they may have to "adequate protection" of their interest or similar right in the foregoingCollateral in any Insolvency Proceeding and shall not seek to have the automatic stay or similar order or rule lifted with respect to such Collateral, Party B without the prior written consent of the First Secured Creditors, until the First Secured Obligations have been Paid in Full, and thereafter without the prior written consent of the Second Secured Creditors, until the Second Secured Obligations have been Paid in Full, and thereafter without the prior written consent of the Third Secured Creditors. The Junior Secured Creditors waive any claim or objection it may disclose now or hereafter have, arising in any proceeding instituted under Chapter 11 of the United States Bankruptcy Code and involving the Priority Secured Creditors or any of them as debtor-in-possession lenders, to any borrowing or grant of a security interest under Section 364 of the United States Bankruptcy Code by the Company or any of its Subsidiaries, as a debtor in possession, or any similar action under any other Insolvency Proceeding. The Fourth Secured Creditors shall not initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the First Secured Creditors', Second Secured Creditors' or Third Secured Creditors' claims with respect to the Collateral, (ii) challenging the enforceability of the First Liens, Second Liens or Third Liens, or (iii) asserting any claims which the Company or any of its Subsidiaries may hold with respect to the First Secured Creditors in their capacity as holders of the First Liens, with respect to the Second Secured Creditors in their capacity as holders of the Second Liens or with respect to the Third Secured Creditors in their capacity as holders of the Third Liens, unless, in all of the foregoing cases, such enforceability is contrary to the terms of this Confirmation Agreement Agreement. The Third Secured Creditors shall not initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the First Secured Creditors', Second Secured Creditors' or Fourth Secured Creditors' claims with respect to the Illinois Power Agency Collateral, (“IPA”). Each Party shall be liable for breach ii) challenging the enforceability of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law the First Liens, Second Liens or in equity to enforceFourth Liens, or seek relief (iii) asserting any claims which the Company or any of its Subsidiaries may hold with respect to the First Secured Creditors in connection withtheir capacity as holders of the First Liens, this confidentiality obligation. The Parties shall maintain with respect to the confidentiality Second Secured Creditors in their capacity as holders of the Second Liens or with respect to the Fourth Secured Creditors in their capacity as holders of the Fourth Liens, unless, in all of the foregoing cases, such enforceability is contrary to the terms of all Transactions in compliance with section 16-111.5(hthis Agreement. The Second Secured Creditors shall not initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Illinois Public Utilities Act First Secured Creditors', Third Secured Creditors' or Fourth Secured Creditors' claim with respect to the Collateral, (220 ILCS 5/16-111.5(h))ii) challenging the enforceability of the First Liens, the Third Liens or Fourth Liens, or (iii) asserting any claims which the Company or any of its Subsidiaries may hold with respect to the First Secured Creditors in their capacity as holders of the First Liens, the Third Secured Creditors with respect to the Third Liens or the Fourth Secured Creditors with respect to the Fourth Liens, unless, in all of the foregoing cases, such enforceability is contrary to the terms of this Agreement. The First Secured Creditors shall not initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Second Secured Creditors', Third Secured Creditors' or Fourth Secured Creditors' claim with respect to the Collateral, (ii) challenging the enforceability of the Second Liens, the Third Liens or Fourth Liens, or (iii) asserting any claims which the Company or any of its Subsidiaries may hold with respect to the Second Secured Creditors in their capacity as holders of the Second Liens, the Third Secured Creditors with respect to the Third Liens or the Fourth Secured Creditors with respect to the Fourth Liens, unless, in all of the foregoing cases, such enforceability is contrary to the terms of this Agreement.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. (a) This Agreement shall continue in full force and effect after the commencement of a Bankruptcy Case (all references herein to Obligors being deemed to apply to Obligors as debtors and debtors-in-possession and to a trustee for Obligors’ estate in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by such Obligors, and to all Senior Indebtedness, related Senior Indebtedness and Noteholder Indebtedness, as applicable, incurred by such Obligors, subsequent to such commencement. (b) The Parties intend that Trustee and the Noteholders shall not (i) object on any grounds to any use of cash collateral permitted by, or post-petition financing provided by, the Senior Facility Agent or any Senior Facility Creditor, provided that, the aggregate principal amount of pre-petition Senior Indebtedness together with the aggregate principal amount of financing in such Bankruptcy Case will not exceed, at the time of determination, the Maximum Senior Principal Amount plus $10,000,000, (ii) seek adequate protection for the Trustee Lien in connection with any Bankruptcy Case (other than in the form of any replacement lien and security interest to the Trustee Lien on post-petition assets of the Obligors which liens and security interests are subordinated to the Senior Lien securing the Senior Indebtedness and such financing in the Bankruptcy Case (and all Transactions constitute a Indebtedness related thereto) on the same basis as the Trustee Lien is subordinated to the Senior Lien under this Agreement “forward contract” within Replacement Liens”)) or (iii) object to any motion by the meaning Senior Facility Agent and the Senior Facility Creditors for relief from the automatic stay in respect of the Senior Lien in any proceeding under the Bankruptcy Code to exercise any Secured Creditor Remedies. (c) Without limiting the generality of the foregoing, until Payment in Full, the Trustee and the Noteholders agree that the Senior Facility Agent and the Senior Facility Creditors may consent to the sale or other disposition of all or any portion of the Collateral in any Bankruptcy Case pursuant to Section 363 of the Bankruptcy Code, and the Trustee and the Noteholders shall not object to any such sale (except upon ground available to an unsecured creditor); provided that such waiver of objection shall not limit or impair the Trustee’s or any Noteholder’s rights to proceeds thereof or therefrom immediately after Payment in Full. (iid) all payments made The Senior Facility Agent and the Senior Facility Creditors shall not object to any action taken by the Trustee or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning any of the Noteholders seeking Replacement Liens, provided that, nothing contained herein shall prohibit or in any way limit the Senior Facility Agent or any Senior Facility Creditor from objecting in any Bankruptcy Code; (iii) all transfers of Performance Assurance Case or otherwise to any other action taken by one Party to the other Party under this Agreement constitute “margin payments” within the meaning Trustee or any of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)Noteholders, including, without limitation, the Parties agree that all transactions with each of seeking by the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, Trustee or any annex to, this Master Agreement to a third party Noteholder of adequate protection (other than in the Party’s form of Replacement Liens) or the Party’s Guarantor asserting by the Trustee or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise any Noteholder of such Party’s any of its rights and performance remedies in respect of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidentialTrustee Lien. (e) except in order to comply with any applicable law, regulation, If the Senior Facility Agent or any exchangeSenior Facility Creditor is required in any Bankruptcy Case or otherwise to turn over or otherwise pay to the estate of any Obligor any amount (a “Recovery”), control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in then the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose relevant Senior Indebtedness shall be reinstated to the extent so requested or required but of such Recovery. If this Agreement shall promptly notify the other Party, have been terminated prior to such disclosureRecovery, if this Agreement shall be reinstated in full force and effect, and such Party’s counsel determines that prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such notice is permitted date of reinstatement. (f) If, in any Bankruptcy Case, debt obligations of the reorganized debtor secured by lawliens upon any property of the reorganized debtor are distributed, so that pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of Senior Indebtedness and Noteholder Indebtedness, then, to the other Party may seek an appropriate protective order or waive compliance with extent the debt obligations distributed on account of Senior Indebtedness and Noteholder Indebtedness are secured by liens on the same property, the provisions of this Section 10.11. Failing Agreement will survive the entry distribution of a protective order or such debt obligations pursuant to such plan and will apply with like effect, as subject to the receipt of a waiver same terms and limitations applicable to the Senior Lien and the Junior Lien hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by liens securing such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))debt obligations.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (a) This Agreement shall be applicable and enforceable both before and after the commencement, whether voluntary or involuntary, of any case by or against Utilipoint under the Bankruptcy Code and all references herein to Utilipoint shall be deemed to apply to Utilipoint as a debtor-in-possession and to any trustee in bankruptcy for the estate of Utilipoint. (b) In the event Lender is required under any bankruptcy or other law to return to Utilipoint, the estate in bankruptcy thereof, any third party or any trustee, receiver or other similar representative of Utilipoint any payment or distribution of assets, whether in cash, property or securities, including, without limitation, any First Loan Collateral or any proceeds of the First Loan Collateral previously received by Lender on account of the First Security Instruments (a “Reinstatement Distribution”), then to the maximum extent permitted by applicable law, this Agreement shall be reinstated with respect to any such Reinstatement Distribution. Lender shall not be required to contest its obligation to return such Reinstatement Distribution. (c) Except for (i) all Transactions constitute a “forward contract” within the meaning exercise of rights and remedies for specific performance or equitable relief to compel Utilipoint to comply with any non-payment obligations under the Bankruptcy Code; Subordinate Loan Documents, or (ii) all payments made any suit or to be made action initiated or maintained by one Party Junior Creditors within thirty (30) days of the expiration of, and solely to the extent such suit or action is necessary to prevent the running of, any applicable statute of limitations or other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance similar permanent restriction on claims, Junior Creditors hereby agree that Junior Creditors shall not make any election, give any consent, file any motion or take any other action in any case by one Party to the other Party or against Utilipoint under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies to (each, a “Bankruptcy Action”) without the prior written consent of Lender. Without limiting the immediately preceding sentence, and solely as a means of clarifying the foregoing, except as otherwise provided above in this Confirmation Agreement and all other Fixed Price Customer Supply Contract(sSection 5(c), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only in no event shall Junior Creditors be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet permitted to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or take any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information Bankruptcy Action in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who Subordinate Loans and/or the Party is satisfied will keep such terms confidential) except Subordinate Loan Documents until the First Loan has been repaid in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))full.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (a) Except as provided in this Section 7.9, this Article 7 shall continue in full force and effect after the commencement of a Bankruptcy Case and shall apply with full force and effect with respect to all Collateral acquired by Grantor, and to all Lenders' Secured Obligations incurred by Grantor, subsequent to such commencement to the extent consented to by the BV Funds. (b) If Grantor shall become subject to a Bankruptcy Case, and if the Administrative Agent shall desire to permit the use of cash collateral or to provide post-petition financing to Grantor, the Administrative Agent shall obtain the prior written consent of the BV Funds for such use of cash collateral or post-petition financing. No objection will be raised by the Other Lenders to the Administrative Agent's motion for relief from the automatic stay in any proceeding under the Bankruptcy Code to foreclose on and sell the Collateral. (c) In any Bankruptcy Case by or against Grantor, (i) all Transactions constitute a “forward contract” within the meaning Administrative Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Bankruptcy CodeLenders or otherwise), but shall have no obligation, to, (1) demand, sue for, collect and receive every payment or distribution in respect xx the Secured Obligations and give acquittance therefor and (2) file claims and proofs of claim in respect of all of the Secured Obligations and take such other action (including, without limitation, voting all of the Secured Obligations or enforcing any security interest or other lien securing payment of all of the Secured Obligations) as the Administrative Agent may reasonably deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent and the Lenders; and (ii) all payments made the Other Lenders will duly and promptly take such action as the Administrative Agent may reasonably request (1) to collect the Secured Obligations and to file appropriate claims or proofs of claim with respect thereto, (2) to be made by one Party execute and deliver to the Administrative Agent such powers of attorney, assignments or other Party pursuant to this Agreement constitute “settlement payments” within instruments as the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except Administrative Agent may request in order to comply enable it to enforce any and all claims with respect to, and any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority security interests and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable lawother liens securing payment of, the Party subject Secured Obligations, and (3) to such request collect and receive any and all payments or requirement distributions which may disclose be payable or deliverable upon or with respect to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, Secured Obligations for application to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of Lenders in accordance with this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Security Agreement.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend (a) If any Loan Party shall become subject to a Proceeding, Subordinate Creditor agrees that Senior Creditor may consent to the use of cash collateral or provide financing to such Loan Party on such terms and conditions and in such amounts as Senior Creditor, in its sole discretion, may decide. In connection with such cash collateral usage or such financing, such Loan Party (or a trustee appointed for the estate of such Loan Party) may grant to Senior Creditor liens upon all assets of such Loan Party, which liens (i) all Transactions constitute a “forward contract” within shall compensate Senior Creditor for the meaning use of the Bankruptcy Codeits cash collateral or secure such financing; and (ii) all payments made or to be made by one Party shall, with respect to the other Party pursuant Collateral, be superior in priority to this Agreement constitute “settlement payments” within the meaning liens held by Subordinate Creditor on the Collateral. Subordinate Creditor agrees that it will not seek to have the automatic stay lifted with respect to any of the Bankruptcy Code; (iii) all transfers Collateral. Subordinate Creditor waives any claim it may now or hereafter have arising out of Performance Assurance by one Party to any borrowing or grant of any lien on the other Party Collateral under this Agreement constitute “margin payments” within the meaning Section 364 of the Federal Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning Code by such Loan Party, as debtor-in-possession. Subordinate Creditor agrees not to object to or challenge any claim or lien asserted by or scheduled on behalf of the Bankruptcy CodeSenior Creditor against such Loan Party or such Loan Party’s bankruptcy estate. To the extent that Section 365 Senior Creditor receives payment on or proceeds of Collateral for the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by Senior Creditor. Subordinate Creditor hereby grants to Senior Creditor the right to file proofs of claim on account of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected Subordinate Debt in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and Proceeding in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject Subordinate Creditor fails to such request or requirement may disclose do so within thirty (30) days prior to the extent so requested bar date pertaining thereto. Senior Creditor shall be permitted to vote Subordinate Creditor’s claim in any Proceeding, all voting rights with respect thereto being hereby assigned by Subordinate Creditor to Senior Creditor. (b) All allocations of payments between Senior Creditor and Subordinate Creditor shall continue to be made after the commencement of a Proceeding with respect to any Loan Party on the same basis that payments were to be allocated prior to the date of such commencement. This Agreement shall be applicable both before and after the filing of any petition by or required but against any Loan Party under the Federal Bankruptcy Code and all references herein to a Loan Party shall promptly notify be deemed to apply to a trustee for such Loan Party and such Loan Party as debtor-in-possession. (c) As further consideration for the other mutual covenants and undertakings hereunder, Subordinate Creditor hereby agrees with Senior Creditor that Subordinate Creditor shall not be eligible to, and will not file any petition under 11 U.S.C. Section 303 against any Loan Party, prior to such disclosure, if such Party’s counsel determines during the term of this Subordination Agreement. Subordinate Creditor acknowledges and agrees that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions any violation of this Section 10.11. Failing 9(c) will cause irreparable injury and damage to the entry of a protective order or applicable Loan Party and will impair the receipt of a waiver hereunder, that Party may disclose that portion value of the Confidential Information as requested or requiredenforceability of Senior Creditor’s security interest and lien in and to Senior Creditor’s Collateral, and that such a violation will result in an injury for which no adequate remedy at law exists. In Accordingly, Subordinate Creditor agrees that the filing of any petition under 11 U.S.C. Section 303 shall constitute the commencement of such action in bad faith, in which event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, Subordinate Creditor hereby consents to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms immediate dismissal with prejudice of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party such action and shall be liable for breach of any confidentiality obligation pursuant actions to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or the applicable Loan Party and Senior Creditor as provided in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h11 U.S.C. Sections 303(i)(2)(A) of the Illinois Public Utilities Act and (220 ILCS 5/16-111.5(h)B) and 510(a).” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. (a) The Parties intend provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any Insolvency Proceeding by or against any Obligor and all references herein to any Obligor shall be deemed to apply to any such Obligor as a debtor-in-possession and to any trustee in bankruptcy for the estate of any such Obligor. Furthermore, this Agreement and the subordinations contained herein shall apply notwithstanding the fact that all or any part of the Senior Debt or any claim for or with respect to the Senior Debt is subordinated, avoided or disallowed, in whole or in part, in any Insolvency Proceeding or by other applicable federal, state or foreign law; provided, however, that if the subordination or disallowance of the claims of the Senior Lenders are predicated on gross misconduct or bad faith of the Senior Lenders, then the subordination provisions set forth herein shall not apply. Without limiting the foregoing, Subordinate Lender expressly covenants and agrees that this Agreement is enforceable under applicable bankruptcy law and should be enforced under Section 510(a) of the Bankruptcy Code. Until such time as the Senior Debt has been indefeasibly paid in full in cash and Senior Lenders have no further obligation to make any advances under the Senior Loan Documents, Subordinate Lender shall not, and shall not solicit any person or entity to: (i) seek, commence, file, institute, consent to or acquiesce in any Involuntary Proceeding with respect to any Obligor or the Collateral; (ii) seek to consolidate any Obligor with any other person or entity in any Insolvency Proceeding; or (iii) take any action in furtherance of any of the foregoing. (b) Subordinate Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, notice or application or take any other action in any Insolvency Proceeding (including, without limitation, any action under Section 105 of the Bankruptcy Code) with respect to the Subordinate Debt or the other Subordinate Loan Documents in any case by or against any Obligor or their property without the prior written consent of Senior Lenders, which may be granted or withheld in Senior Lenders’ sole and absolute discretion; provided, however, that with respect to any such Insolvency Proceeding, (i) the Subordinate Lender may file a proof of claim, (ii) the Agent may vote in any such Insolvency Proceeding any and all Transactions constitute claims of Subordinate Xxxxxx, and Subordinate Lender hereby appoints the Agent as its agent, and grants to the Agent an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Subordinate Lender in connection with any case by or against any Obligor or their property in any Insolvency Proceeding, including without limitation, the right to vote to accept or reject a “forward contract” within the meaning plan, to make any election under Section 1111(b) of the Bankruptcy Code; (ii) all payments made provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Agent or to be made Senior Lenders may vote on behalf of such Subordinate Lender only if Agent’s or Senior Xxxxxx’s claim is included in a class of claims that is “impaired” as contemplated by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning Section 1124 of the Bankruptcy Code; Code under the proposed plan of reorganization, in Agent’s sole and absolute discretion, and (iii) all transfers Subordinate Lender shall not challenge the validity or amount of Performance Assurance any claim submitted in such Insolvency Proceeding by one Party the Agent or the Senior Lenders or any valuations of the Collateral submitted by the Agent or the Senior Lenders, in such Insolvency Proceeding or take any other action in such Insolvency Proceeding, which is adverse to their enforcement of any claim or receipt of adequate protection (as that term is defined in the Bankruptcy Code). In furtherance of the foregoing, Subordinate Lender hereby assigns to the Agent the right to vote all of Subordinate Xxxxxx’s claims against Obligors, including the right to approve or object to any plan of reorganization, in any Insolvency Proceeding with respect to the Subordinate Debt or the other Party Subordinate Loan Documents in any case by or against any Obligor, provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Agent or Senior Lenders may vote on behalf of such Subordinate Lender only if Agent’s or Senior Xxxxxx’s claim is included in a class of claims that is “impaired” as contemplated under this Agreement constitute “margin payments” within the meaning Section 1124 of the Bankruptcy Code; Code under the proposed plan of reorganization, in Agent’s sole and (iv) this Agreement constitutes a “master netting agreement” within absolute discretion. In the meaning event that such assignment shall be held invalid or unenforceable, then the provisions hereof prohibiting the right of Subordinate Lender to make any election, vote on any plan of reorganization, give any consent, commence any action or file any motion, notice or application or take any other action in any proceeding without the Bankruptcy Codeprior written consent of Senior Lenders shall not be affected thereby. To the extent that Section 365 of not prohibited by the Bankruptcy Code applies Code, the Federal Rules of Bankruptcy Procedure or other applicable law, the Agent shall be free to this Confirmation Agreement exercise such voting rights as the Agent shall determine in its sole and absolute discretion, and the Agent shall have no duty or obligation to file, prosecute, pursue or protect any such claim and shall otherwise have no duties, liabilities or obligations to Subordinate Lender with respect thereto. Subordinate Lender hereby appoints the Agent as its agent, and grants to Senior Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising any and all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement rights and taking any and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet actions available to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information Subordinate Lender in connection with the exercise assignment to Senior Lender of the voting rights described herein. Without in any way limiting the generality of Paragraph 8 hereof, Subordinate Xxxxxx xxxxxx agrees that, upon the request of the Agent, Subordinate Lender shall do, execute, acknowledge and deliver to Senior Lender all and every such further acts, deeds, conveyances and instruments as the Agent may request for the better assuring and evidencing of the foregoing appointment and grant and assignment of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidentialvoting rights. (c) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in In the event that Subordinate Lender shall fail to file a proof of claim with respect to the Subordinated Debt after ten (10) days written notice from the Agent, the Agent shall have the right to file such proof of claim on behalf of Subordinate Xxxxxx. Notwithstanding the foregoing and any disclosure provisions contained herein to the contrary, the Subordinate Lender may (i) take any action, which is requested not adverse to the priority status of the Agent or Senior Lenders or to the Agent’s or Senior Lenders’ exercise of their remedies, to protect and preserve the Subordinate Xxxxxx’s claim, and (ii) file any necessary responses or pleadings in opposition to any pleading objecting to or seeking to disallow or reduce the Subordinate Xxxxxx’s claim. (d) To the extent any transfer, payment or distribution of assets with respect to the Senior Debt (whether in cash, property or securities and whether by or on behalf of any Obligor as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required by to be paid to any Obligor, the regulatory authority estate in bankruptcy thereof, any third party, or a government body by interrogatorytrustee, request for information receiver or documentsother similar party under any bankruptcy, subpoenainsolvency, deposition, civil investigative demand receivership or applicable similar law, then if such payment is recovered by, or paid over to, Borrower or any other Obligor, the Party subject estate in bankruptcy thereof, any third party, or such trustee, receiver or other similar party, the Senior Debt or part thereof originally intended to such request or requirement may disclose be satisfied shall be deemed to be reinstated to the extent so requested of the amount actually paid by the Agent or required but shall promptly notify Senior Lenders with respect to the Senior Debt (the “Repayment”) to any Obligor, the estate in bankruptcy thereof, any third party, or a trustee, receiver or other Partysimilar party under any bankruptcy, prior to such disclosureinsolvency, receivership or similar law, and outstanding as if such Party’s counsel determines that payment or distribution had not occurred, and this Agreement and the agreements and subordination contained herein shall be reinstated with respect to any such notice is permitted by lawtransfer, so that the other Party may seek an appropriate protective order payment or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, distribution to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such RepresentativesRepayment. The Parties Agent shall not be entitled required to all remedies available at law contest any such declaration or in equity obligation to enforce, return such payment or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))distribution.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The (a) This Agreement shall continue in full force and effect after the commencement of a Bankruptcy Case (all references herein to Borrower Parties intend being deemed to apply to Borrower Parties as debtor-in-possession and to a trustee for Borrower Parties' estate in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by such Borrower Parties, and to all Secured Obligations incurred by Borrower Parties subsequent to such commencement (it being understood that the relative rights of the Secured Parties in or to any distributions from or in respect of any Collateral or proceeds of Collateral as provided in this Agreement shall continue after the commencement of a Bankruptcy Case on the same basis as prior to the date of such commencement), subject to any court order approving the financing of, or use of cash collateral by, the Borrower or any Obligor as debtor-in-possession. In furtherance of the foregoing, the Junior Secured Parties acknowledge and agree that, in the event of a distribution of debt or equity securities under a plan of reorganization under any Bankruptcy Case in satisfaction of Secured Obligations (such securities, "Reorganization Securities") to each of the Senior Secured Parties and the Junior Secured Parties, such Reorganization Securities received by the Junior Secured Parties shall be subordinated to the Reorganization Securities received by the Senior Secured Parties to the same extent that the Junior Indebtedness is subordinated to the Senior Indebtedness pursuant to the terms of this Agreement. (b) If any Borrower Party shall become subject to a Bankruptcy Case and if as debtor-in-possession moves for approval to obtain financing (a "DIP Financing") to be provided in good faith by the parties to the Revolving Credit Facility (the "DIP Lender") under Section 364 of the Bankruptcy Code (including the use of cash collateral with the consent of the DIP Lender), the other Secured Parties agree that (i) all Transactions constitute adequate notice to the other Secured Parties shall be deemed to have been provided for such DIP Financing if the other Secured Parties receive notice thereof in a “forward contract” within manner prescribed in Section 8.02 prior to any hearing on a request to approve such DIP Financing and (ii) no objection shall be raised by it to any such DIP Financing on the meaning grounds of a failure to provide "adequate protection" for its Liens so long as (A) the Collateral Agent for the benefit of the Secured Parties retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of such Bankruptcy Case, (B) the Collateral Agent for the benefit of the Secured Parties receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of such Bankruptcy Case, (C) the aggregate principal amount of the DIP Financing (which shall have a superpriority administrative expense claim status and first lien priority) will not exceed the lesser of (x) the Maximum Revolver Amount, plus any Related Revolving Credit Facility Indebtedness, and (y) the outstanding pre-petition Revolving Credit Facility Indebtedness (including any obligations outstanding under Bank Product Agreements) plus $5,000,000, (D) the Collateral Agent for the benefit of each of the Secured Parties shall receive superpriority administrative expense claim status to the extent of any diminution of value of the Collateral available to such Secured Party, subordinated to the superpriority administrative expense claim status of the DIP Lender and with the same priority among the Secured Parties as existed prior to the commencement of the Bankruptcy Code; Case, and (E) such DIP Financing is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the other Secured Parties to object to the DIP Financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. (c) Each of the Secured Parties shall not, directly or indirectly, (i) challenge or contest the validity or enforceability of this Agreement or any of the Financing Agreements, (ii) all payments made challenge or to be made by one contest the exercise of any rights, remedies or duties of the Control Party to the other Party pursuant to in accordance with this Agreement constitute “settlement payments” within and the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet toFinancing Agreements, or (ii) take any annex toaction that would reasonably be expected to restrain, this Master Agreement to a third party (other than the Party’s hinder, limit, delay or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information otherwise interfere in connection any material respect with the exercise of such Party’s the rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion duties of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of Collateral Agent in accordance with this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Agreement.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend In the event that Party B (i) all Transactions constitute files any voluntary petition under any chapter of title 11 of the United States Code (the “Bankruptcy Code”), or in any manner seeks any relief under any other state, federal or other insolvency law or laws providing for relief of debtors, or directly or indirectly causes a “forward contract” within the meaning filing of any such petition or to seek any such relief; (ii) is named as a debtor or alleged debtor in any involuntary petition filed under any chapter of the Bankruptcy Code; (ii) all payments made , or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning directly or indirectly causes any involuntary petition under any chapter of the Bankruptcy CodeCode to be filed against it; (iii) all transfers directly or indirectly causes itself to become the subject of Performance Assurance by one Party any proceeding pursuant to any other state, federal or other insolvency law or laws providing for the other Party under this Agreement constitute “margin payments” within the meaning relief of the Bankruptcy Codedebtors; and or (iv) this Agreement constitutes a “master netting agreement” within directly or indirectly causes the meaning collateral or any of Party A’s interests in collateral to become the Bankruptcy Code. To property of any bankruptcy estate or the extent that Section 365 subject of the Bankruptcy Code applies to this Confirmation Agreement and all any state, federal or other Fixed Price Customer Supply Contract(s)bankruptcy, the Parties agree that all transactions with dissolution, liquidation or insolvency proceeding (each of the Parties foregoing, a “Bankruptcy Event”), Party B agrees that it will not object, or support or join any third party in objecting to, Party A’s exercise of any right under this Confirmation the ISDA Master Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. including, without limitation, any rights arising under Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If 2(a)(iii) of the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this ISDA Master Agreement, neither . Party B further agrees that the failure of Party A to promptly exercise rights of termination following any Bankruptcy Event shall disclose not be deemed to be waiver of Party A’s rights under the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this ISDA Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employeesdo so, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who of which rights are expressly reserved. Party B expressly waives any rights it may have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this ISDA Master Agreement and who the Section 2(a)(iii)(2) to require Party is satisfied will keep such terms confidential) except in order A to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek designate an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Early Termination Date.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that If the Borrower becomes the subject of proceedings under Title 11 of the United States Code (i) all Transactions constitute a “forward contract” within 11 U.S.C. ss. 101 et seq.), as amended, (the meaning "Bankruptcy Code"), and if the Senior Lender desires to permit the use of cash collateral or to provide financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy Code; (ii) all , the Subordinated Obligee agree that adequate notice of such financing to the Subordinated Obligee shall have been provided if the Subordinated Obligee receive written notice in accordance with the Bankruptcy Code. All allocations of payments made or between the Senior Lender and the Subordinated Obligee shall continue to be made by one Party after the filing of a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the other Party pursuant to this Agreement constitute “settlement payments” within date of such filing. The Subordinated Obligee waives any claim any one or more of them may now or hereafter have arising out of the meaning Senior Lender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code; (iii, of the application of Section 1111(b)(2) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes , and/or any borrowing or grant of a “master netting agreement” within the meaning security interest under Section 364 of the Bankruptcy CodeCode by the Borrower, as debtors-in-possession. To the extent that Section 365 the Senior Lender receives payments on, or proceeds of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)collateral for, the Parties agree that all transactions with each of the Parties Senior Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed any bankruptcy law, state or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretyfederal law, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet tocommon law, or any annex toequitable cause, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, use reasonable efforts the Senior Obligations, or part thereof, intended to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party be satisfied shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement revived and continue in full force and effect as if such payments or proceeds had not been received by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Senior Lender.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (i) all Transactions constitute a “forward contract” within If any Borrower becomes the meaning subject of proceedings under the Bankruptcy Code and if the Senior Creditors desire to permit the use of cash collateral or to provide financing to such Borrower under either Section 363 or Section 364 of the Bankruptcy Code; , the Junior Creditor agrees that adequate notice of such financing to the Junior Creditor, if required under applicable law, shall have been provided if the Junior Creditor receives notice ten (ii10) all days prior to entry of any order approving such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall be deemed given upon the sending of such notice to the Junior Creditor in the manner specified in Section 17. All allocations of payments made or between the Senior Creditors and the Junior Creditor shall continue to be made by one Party after the filing of a petition under the Bankruptcy Code on the basis provided in this Agreement. The Junior Creditor agrees not to assert any right it may have to “adequate protection” of its interest in the Junior Collateral, or any other Party pursuant security for the Subordinated Debt it may have acquired, in any Bankruptcy proceeding, or to this Agreement constitute seek to have its claims in such Bankruptcy proceeding treated as “settlement paymentssecured claims” within the meaning under Section 506(a) of the Bankruptcy Code; (iii) all transfers , without the prior written consent of Performance Assurance by one Party to the other Party Senior Creditors. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditors arising out of the Senior Creditors’ election, in any proceeding instituted under this Agreement constitute “margin payments” within the meaning Chapter 11 of the Bankruptcy Code; and (iv, of the application of Section 1111(b)(2) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Borrowers, as debtor in possession, or by a trustee. To the extent that Section 365 the Senior Creditors receive payments on, or proceeds of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)any collateral for, the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only Senior Debt which are subsequently avoided, invalidated, declared to be assumed fraudulent or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretypreferential, as follows: “If the Parties have elected on the Cover Sheet set aside and/or required to make this Section 10.11 applicable be repaid to this Master Agreementa trustee, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, receiver or any annex to, this Master Agreement to a third other party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable Bankruptcy law, regulation, state or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable federal law, the Party subject to such request common law or requirement may disclose to the extent so requested or required but shall promptly notify the other Partyequitable cause, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, use reasonable efforts the Senior Debt, or part thereof, intended to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party be satisfied shall be liable for breach revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditors. Junior Creditor further agrees not to resist any motion or other proceeding commenced or joined in by Senior Creditors the object of which is to obtain relief from the automatic stay imposed by the Bankruptcy Code or to dismiss any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain proceedings under the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Bankruptcy Code wherein any Borrower is a debtor.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (i) Except as provided in this Section 7(j), this Section 7 shall continue in full force and effect after the commencement of a Bankruptcy Case and shall apply with full force and effect with respect to all Transactions constitute a “forward contract” within Collateral acquired by Debtor, and to all Indebtedness incurred by the meaning of Debtor, subsequent to such commencement to the Bankruptcy Code; extent consented to by the Purchasers. (ii) all payments made If the Debtor shall become subject to a Bankruptcy Case, and if the Administrative Agent shall desire to permit the use of cash collateral or to be made by one Party provide post-petition financing to the other Party pursuant to this Agreement constitute “settlement payments” within Debtor, the meaning Administrative Agent shall obtain the prior written consent of the Purchasers by a Majority Vote (as defined in Section 8 hereof) for such use of cash collateral or post-petition financing. No objection will be raised by the Purchasers to the Administrative Agent's motion for relief from the automatic stay in any proceeding under the Bankruptcy Code; Code to foreclose on and sell the Collateral. (iii) all transfers of Performance Assurance In any Bankruptcy Case by one Party to or against the other Party under this Agreement constitute “margin payments” within Debtor, (A) the meaning Administrative Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Bankruptcy Code; Purchasers or otherwise), but shall have no obligation, to, (1) demand, sue for, collect and receive every payment or distrxxxtion in respect of the Indebtedness and give acquittance therefor and (iv2) this Agreement constitutes a “master netting agreement” within the meaning file claims and proofs of claim in respect of all of the Bankruptcy Code. To the extent that Section 365 Indebtedness and take such other action (including, without limitation, voting all of the Bankruptcy Code applies to this Confirmation Agreement and Indebtedness or enforcing any security interest or other lien securing payment of all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed Indebtedness) as the Administrative Agent may reasonably deem necessary or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent and the Purchasers; provided, that if the Administrative Agent elects not to do any of the foregoing it shall notify each Purchaser in writing in a manner such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action received by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, Purchasers on a date no less than ten (10) business days prior to the extent practicable, use reasonable efforts date any such action is required to prevent or limit the disclosure. Notwithstanding the foregoing, Party B be taken under applicable law and regulation and each Purchaser may disclose take all actions necessary thereunder consistent with the terms of this Confirmation Agreement Security Agreement; and (B) the Purchasers will duly and promptly take such action as the Administrative Agent may reasonably request (1) to collect the Indebtedness and to file appropriate claims or proofs of claim with respect thereto, (2) to execute and deliver to the Illinois Power Agency Administrative Agent such powers of attorney, assignments or other instruments as the Administrative Agent may request in order to enable it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Indebtedness, and (“IPA”). Each Party shall 3) to collect and receive any and all payments or distributions which may be liable payable or deliverable upon or with respect to the Indebtedness for breach of any confidentiality obligation pursuant application to the Purchasers in accordance with this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Security Agreement.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (i) all Transactions constitute a “forward contract” within If the meaning Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior Creditor desires to permit the use of cash collateral or to provide financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy Code; , the Junior Creditor agrees that adequate notice of such financing to the Junior Creditor, if required under applicable law, shall have been provided if the Junior Creditor receives notice two (ii2) all business days prior to entry of any order approving such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall be deemed given upon the sending of such notice to the Junior Creditor in the manner specified in Section 19. All allocations of payments made or between the Senior Creditor and the Junior Creditor shall continue to be made by one Party after the filing of a petition under the Bankruptcy Code on the basis provided in this Agreement. The Junior Creditor agrees not to assert any right it may have to "adequate protection" in any Bankruptcy proceeding without the other Party pursuant to this Agreement constitute “settlement payments” within prior written consent of the meaning Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code; (iii, of the application of Section 1111(b)(2) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes , and/or any borrowing or grant of a “master netting agreement” within the meaning security interest under Section 364 of the Bankruptcy CodeCode by the Borrower, as debtor in possession, or by a trustee. To the extent that Section 365 the Senior Creditor receives payments on, or proceeds of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)any collateral for, the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only Senior Debt which are subsequently avoided, invalidated, declared to be assumed fraudulent or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretypreferential, as follows: “If the Parties have elected on the Cover Sheet set aside and/or required to make this Section 10.11 applicable be repaid to this Master Agreementa trustee, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, receiver or any annex to, this Master Agreement to a third other party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable Bankruptcy law, regulation, state or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable federal law, the Party subject to such request common law or requirement may disclose to the extent so requested or required but shall promptly notify the other Partyequitable cause, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, use reasonable efforts the Senior Debt, or part thereof, intended to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party be satisfied shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement revived and continue in full force and effect as if such payments or proceeds had not been received by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Senior Creditor.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. (a) In the event of any insolvency, bankruptcy or similar proceeding relating to the Company or its property, any voluntary liquidation, dissolution or other winding up of the Company, or any assignment for the benefit of its creditors or any other marshalling of its assets, the Senior Debt shall first be paid in full before any payment or distribution is made on account of the Subordinated Debt, and to that end the holder of the Senior Debt shall be entitled to receive for application and payment thereof any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceeding in respect of the Subordinated Debt, including any such payment or distribution which may be payable or deliverable by virtue of the provisions of any indebtedness which is subordinate and junior in right of payment to the Subordinated Debt. In order to enable the Senior Lender to enforce the foregoing rights in any bankruptcy, insolvency or similar action or proceedings, the Senior Lender is hereby irrevocably authorized and empowered in its discretion to make present for and on behalf of the Subordinated Debt as the Senior Lender may deem expedient and proper, and to vote such claims in any such proceedings and to receive and collect any and all dividends or payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Parties intend Subordinated Lenders agrees to and does hereby assign all such claims to the Senior Lender, and the Subordinated Lenders further agrees to execute such instruments as may be required by the Senior Lender to enable the Senior Lender to enforce any and all such claims and collect any and all dividends or other payments or disbursements which may be made on account of the Subordinated Debt. (b) If Company becomes the subject of proceedings under the Bankruptcy Code and if the Senior Lender desires to permit the use of cash collateral or to provide financing to Company under either Section 363 or Section 364 of Title 11 of the United States Code (the "Bankruptcy Code") the Subordinated Lenders agrees that adequate notice of such financing to the Subordinated Lenders shall have been provided if the undersigned receives notice two (i2) all Transactions constitute Business Days prior to the entry of any order approving such cash collateral usage or financing. Notice of a “forward contract” within proposed financing or use of cash collateral shall be deemed given upon the meaning sending of such notice by telegraph, telecopy or hand delivery to the undersigned at the address indicated on the signature page hereof. All allocations of payments between the Senior Lender and the Subordinated Lenders shall continue to be made after the filing of a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing. The Subordinated Lenders agrees not to assert any right it may have to "adequate protection" of its interest in any security for the Subordinated Debt in any bankruptcy proceeding, or to seek to have its claims in such bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code; (ii) all payments made or to be made by one Party to , without the other Party pursuant to this Agreement constitute “settlement payments” within the meaning prior written consent of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy CodeSenior Lender. To the extent that Section 365 the Senior Lender receives payments on, or proceeds of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)any collateral for, the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)).” 33. A new Section 10.12 is added as follows:Senior Debt which are subsequently avoided,

Bankruptcy Issues. The Parties intend that a. This Agreement shall continue in full force and effect after the filing of any petition (i“Petition”) all Transactions constitute a “forward contract” within the meaning of the Bankruptcy Code; (ii) all payments made by or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other against any Loan Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the United States Bankruptcy Code applies to this Confirmation Agreement (the “Code”) and all other Fixed Price Customer Supply Contract(s)converted or succeeding cases in respect thereof. All references herein to Loan Parties shall be deemed to apply to each Loan Party as debtor-in-possession and to a trustee for such Loan Party. b. In the event and during the continuance of any Proceeding, the Parties agree that all transactions with each Senior Indebtedness shall have been Paid-in-Full before any payment or distribution of the Parties under this Confirmation Agreement and all any character, whether in cash, securities or other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party property (other than Subordinated PIK Payments) shall be made, received or accepted for or on account of any Subordinated Indebtedness. In the Party’s event of any Proceeding, any Distribution (other than Subordinated PIK Payments) in any such Proceeding of any kind or character, whether in cash, securities or other property that would otherwise (but for this Agreement) be payable or deliverable in respect of the Party’s Guarantor Subordinated Indebtedness shall be paid or Affiliate’s employeesdelivered by the person making such distribution or payment, lenderswhether a trustee in bankruptcy, counselreceiver, accountants assignee for the benefit of creditors, liquidating trustee or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulationagent, or otherwise, directly to the Agent for application to payment of the Senior Indebtedness. c. If any exchangeLender or Holder of Subordinated Indebtedness is required in any Proceeding or otherwise to disgorge, control area turnover or independent system operator rule otherwise pay any amount to the estate of any Loan Party, because such amount was avoided or in connection with ordered to be paid or disgorged for any court reason, including without limitation because it was found to be a fraudulent or regulatory proceeding; preferential transfer (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or request by a regulatory authority and in otherwise, then the event that any disclosure is requested Senior Indebtedness or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose Subordinated Indebtedness shall be reinstated to the extent so requested of such Recovery and deemed to be outstanding as if such payment had not occurred and the Senior Indebtedness or required but Subordinated Indebtedness, as applicable, shall promptly notify the other Party, be deemed not to have been paid. If this Agreement shall have been terminated prior to such disclosureRecovery, if this Agreement shall be reinstated in full force and effect, and such Party’s counsel determines prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Any Distribution (other than Subordinated PIK Payments) received by any Holder of Subordinated Indebtedness for or on account of the Subordinated Indebtedness after the termination of this Agreement and prior to the reinstatement of the Agreement, shall be delivered to the Agent in accordance with Section 2.2(g). Holders of Subordinated Indebtedness agree that such notice is permitted none of them shall be entitled to benefit from any avoidance action affecting or otherwise related to any distribution or allocation made in accordance with this Agreement, whether by lawpreference or otherwise, so it being understood and agreed that the other Party may seek an appropriate protective order or waive compliance benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions priorities set forth in this Agreement. d. The Agent and Lenders may exercise any rights that they may have in any Proceeding involving any Loan Party, including the right to seek adequate protection, to seek relief from the automatic stay, rights relating to a sale of this Section 10.11. Failing assets (including with respect to the entry process or procedures for such sale) of a protective order or the receipt of a waiver hereunder, any Loan Party that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallprovides, to the extent practicablethe assets sold are to be free and clear of liens, use reasonable efforts to prevent or limit that all liens of the disclosure. Notwithstanding the foregoingAgent, Party B may disclose the terms Lenders and Holders of this Confirmation Agreement Subordinated Indebtedness will attach to the Illinois Power Agency proceeds of the sale on terms and conditions acceptable to the Agent and Lenders, to extend or consent to debtor-in-possession financing (“IPA”). Each Party including financing secured by a priming lien upon any property of the estate in such Proceeding on terms and conditions acceptable to the Agent and Lenders) and to permit the use of cash collateral on terms and conditions acceptable to the Agent and Lenders, and the Holders of Subordinated Indebtedness (i) shall not interfere with any such exercise, but instead shall have been deemed to have consented, (ii) with respect to any such Proceeding hereby waive any right to seek or otherwise support in any fashion any application for the following: (v) to extend, or oppose the extension of, the exclusive period in which to propose or confirm a plan of reorganization; (w) to convert to Chapter 7; (x) to dismiss such Proceeding; (y) to have a trustee or examiner appointed in such Proceeding; or (z) to seek relief from the automatic stay, (iii) shall not seek postpetition interest, fees and expenses or adequate protection, (iv) with respect to any such proceeding hereby waives any right to elect under Bankruptcy Code Section 1111(b) for any undersecured claim to be liable for breach treated as fully secured, (v) shall not seek to become a member of any confidentiality obligation pursuant official committee of unsecured creditors in any such proceeding, and (vi) shall not take any position or action which would have directly or indirectly any of the following effects unless the Agent otherwise consents to this Master Agreement any of the following actions: (A) extension of the final maturity of and/or forgiveness, reduction or cram-down of the Senior Indebtedness or deferral of any required payment in respect of Senior Indebtedness, (B) opposing or objecting to initiatives or claims by such RepresentativesAgent and Lenders for adequate protection or relief from the automatic stay, (C) challenging in any respect treatment of the Senior Indebtedness as a first priority perfected fully secured claim, (D) blocking current payment of any Obligation in respect of Senior Indebtedness, and (E) opposing or objecting to any sale or lease of any of any Loan Party’s property that has been consented to by the Agent and Lenders. The Parties Agent and Lenders shall be entitled have no duty to all remedies available at law or in equity the Holders of Subordinated Indebtedness with respect to enforceany collateral securing the Senior Indebtedness, or seek relief in connection withand the Agent and Lenders shall have no duty to marshal assets, this confidentiality obligationincluding any collateral securing the Senior Indebtedness. The Parties Agent may apply proceeds of any collateral securing the Senior Indebtedness to the Senior Indebtedness in such order and manner as they shall maintain the confidentiality of the terms of all Transactions determine in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))their sole discretion.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend Noteholder agrees that the Lender may consent to the use of cash collateral or provide financing to a Debtor Party (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) on such terms and conditions and in such amounts as the Lender, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Debtor Party (or a trustee appointed for the estate of the Debtor Party) may grant to the Lender liens and security interests upon all assets of the Debtor Party, which liens and security interests (i) shall secure payment of all Transactions constitute Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Noteholder on the assets of the Debtor Parties. All allocations of payments between the Lender and the Noteholder shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Noteholder agrees that it will not object to or oppose a “forward contract” within sale or other disposition of any assets securing the meaning Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Noteholder, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Lender has consented to such sale or disposition of such assets. In the event that the Noteholder has or at any time acquires any security for the Subordinated Debt, the Noteholder agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Lender. The Noteholder waives any claim it may now or hereafter have arising out of the Lender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code; (ii, of the application of Section 1111(b)(2) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; , and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Debtor Party, as debtor in possession. The Noteholder agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Lender's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) all transfers of Performance Assurance by one asserting any claims which the A Debtor Party may hold with respect to the other Party under this Agreement constitute “margin payments” within Lender. The Noteholder agrees that he will not seek participation or participate on any creditors' committee without the meaning Lender's prior written consent. In the event that the Lender consents to such participation, at the request of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within Lender, the meaning of the Bankruptcy CodeNoteholder will resign from his position on such committee. To the extent that Section 365 the Lender receives payments on, or proceeds of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)collateral for, the Parties agree that all transactions with each of the Parties Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed any bankruptcy law, state or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretyfederal law, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet tocommon law, or any annex toequitable cause, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, use reasonable efforts the Senior Debt, or part thereof, intended to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party be satisfied shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement revived and continue in full force and effect as if such payments or proceeds had not been received by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Lender.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (i) all Transactions constitute a “forward contract” within If the meaning Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior Creditor desires to permit the use of cash collateral or to provide financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy Code; , the Junior Creditor agrees that adequate notice of such financing to the Junior Creditor, if required under applicable law, shall have been provided if the Junior Creditor receives notice two (ii2) all business days prior to entry of any order approving such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall be deemed given upon the sending of such notice to the Junior Creditor in the manner specified in Section 16. All allocations of payments made or between the Senior Creditor and the Junior Creditor shall continue to be made by one Party after the filing of a petition under the Bankruptcy Code on the basis provided in this Agreement. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to the other Party pursuant assert any right he may have to this Agreement constitute “settlement payments” within the meaning "adequate protection" of his interest in such security in any Bankruptcy proceeding, or to seek to have his claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code; (iii) all transfers , without the prior written consent of Performance Assurance by one Party to the other Party Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's election, in any proceeding instituted under this Agreement constitute “margin payments” within the meaning Chapter 11 of the Bankruptcy Code; and (iv, of the application of Section 1111(b)(2) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Borrower, as debtor in possession, or by a trustee. To the extent that Section 365 the Senior Creditor receives payments on, or proceeds of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)any collateral for, the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only Senior Debt which are subsequently avoided, invalidated, declared to be assumed fraudulent or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretypreferential, as follows: “If the Parties have elected on the Cover Sheet set aside and/or required to make this Section 10.11 applicable be repaid to this Master Agreementa trustee, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, receiver or any annex to, this Master Agreement to a third other party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable Bankruptcy law, regulation, state or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable federal law, the Party subject to such request common law or requirement may disclose to the extent so requested or required but shall promptly notify the other Partyequitable cause, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, use reasonable efforts the Senior Debt, or part thereof, intended to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party be satisfied shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement revived and continue in full force and effect as if such payments or proceeds had not been received by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Senior Creditor.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (i) all Transactions constitute a “forward contract” within the meaning of the Bankruptcy Code; (ii) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (iii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy Code. To the extent that Section 365 of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)).” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend Executive agrees that the Lender may consent to use of cash collateral or provide financing to the Borrower on such terms and conditions and in such amounts as the Lender, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Borrower (or a trustee appointed for the estate of the Borrower) may grant to the Lender liens and security interests which (i) all Transactions constitute shall secure payment of the Liabilities (whether any portion of the Liabilities arose prior to the filing of the petition for relief or arises thereafter) and (ii) shall be superior in priority to the liens and security interests, if any, held by the Executive on any assets of the Borrower. All allocations of payments between the Lender and the Executive are subject to any court order, continue to be made after the filing of a “forward contract” within petition under the meaning Bankruptcy 20 Code on the same basis that the payments were to be allocated prior to the date of such filing. The Executive agrees that he will not object to or oppose a sale or other disposition of any assets securing any portion of the Liabilities free and clear of security interests, liens or other claims of the Executive under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Lender has consented to such sale or disposition of assets. In the event that the Executive has or at any time acquires any security for the Indebtedness, the Executive agrees not to assert any right he may have to "adequate protection" of his interest in such security in any bankruptcy proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Lender. The Executive waives any claim he may now or hereafter have arising out of the Lender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code; (ii, of the application of Section 1111(b)(2) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; , and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Borrower, as debtor in possession. The Executive agrees not to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Lender's claim in respect of the Liabilities, (ii) challenging the enforceability of any liens or security interests in assets securing all or any part of the Liabilities, or (iii) all transfers of Performance Assurance by one Party asserting any claim which the Borrower may hold with respect to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and (iv) this Agreement constitutes a “master netting agreement” within the meaning of the Bankruptcy CodeLender. To the extent that Section 365 the Lender receives payments on, or proceeds of the Bankruptcy Code applies to this Confirmation Agreement and all other Fixed Price Customer Supply Contract(s)collateral for, the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only Liabilities which are subsequently invalidated, declared to be assumed fraudulent or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entiretypreferential, as follows: “If the Parties have elected on the Cover Sheet set aside and/or required to make this Section 10.11 applicable be repaid to this Master Agreementa trustee, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, receiver or any annex to, this Master Agreement to a third other party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable bankruptcy law, regulation, state or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable federal law, the Party subject to such request common law or requirement may disclose to the extent so requested or required but shall promptly notify the other Partyequitable cause, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shallthen, to the extent practicableof such payment or proceeds received, use reasonable efforts the Liabilities, or part thereof intended to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party be satisfied shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement revived and continue in full force and effect as if such payments or proceeds had not been received by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Lender.” 33. A new Section 10.12 is added as follows:

Bankruptcy Issues. The Parties intend that (i) Except as provided in this Section 7(j), this Section 7 shall continue in full force and effect after the commencement of a Bankruptcy Case and shall apply with full force and effect with respect to all Transactions constitute a “forward contract” within Collateral acquired by Debtors, and to all Indebtedness incurred by the meaning of Debtors, subsequent to such commencement to the Bankruptcy Code; extent consented to by the Purchasers. (ii) all payments made If either Debtor shall become subject to a Bankruptcy Case, and if the Administrative Agent shall desire to permit the use of cash collateral or to provide post-petition financing to such Debtor, the Administrative Agent shall obtain the prior written consent of the Purchasers by a Majority Vote (as defined in Section 9 hereof) for such use of cash collateral or post-petition financing. No objection will be made raised by one Party the Purchasers to the other Party pursuant to this Agreement constitute “settlement payments” within Administrative Agent's motion for relief from the meaning of automatic stay in any proceeding under the Bankruptcy Code; Code to foreclose on and sell the Collateral. (iii) all transfers of Performance Assurance In any Bankruptcy Case by one Party to or against the other Party under this Agreement constitute “margin payments” within Debtor, (A) the meaning Administrative Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Bankruptcy Code; 13 Purchasers or otherwise), but shall have no obligation, to, (1) demand, xxx for, collect and receive every payment or distribution in respect of the Indebtedness and give acquittance therefor and (iv2) this Agreement constitutes a “master netting agreement” within the meaning file claims and proofs of claim in respect of all of the Bankruptcy Code. To the extent that Section 365 Indebtedness and take such other action (including, without limitation, voting all of the Bankruptcy Code applies to this Confirmation Agreement and Indebtedness or enforcing any security interest or other lien securing payment of all other Fixed Price Customer Supply Contract(s), the Parties agree that all transactions with each of the Parties under this Confirmation Agreement and all other Fixed Price Customer Supply Contracts constitute one integrated transaction that can only be assumed Indebtedness) as the Administrative Agent may reasonably deem necessary or rejected in its entirety.” 32. Section 10.11 – Confidentiality. Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent and the Purchasers; provided, that if the Administrative Agent elects not to do any of the foregoing it shall notify each Purchaser in writing in a manner such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action received by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, Purchasers on a date no less than ten (10) business days prior to the extent practicable, use reasonable efforts date any such action is required to prevent or limit the disclosure. Notwithstanding the foregoing, Party B be taken under applicable law and regulation and each Purchaser may disclose take all actions necessary thereunder consistent with the terms of this Confirmation Agreement Security Agreement; and (B) the Purchasers will duly and promptly take such action as the Administrative Agent may reasonably request (1) to collect the Indebtedness and to file appropriate claims or proofs of claim with respect thereto, (2) to execute and deliver to the Illinois Power Agency Administrative Agent such powers of attorney, assignments or other instruments as the Administrative Agent may request in order to enable it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Indebtedness, and (“IPA”). Each Party shall 3) to collect and receive any and all payments or distributions which may be liable payable or deliverable upon or with respect to the Indebtedness for breach of any confidentiality obligation pursuant application to the Purchasers in accordance with this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h))Security Agreement.” 33. A new Section 10.12 is added as follows: