Common use of Dispute Clause in Contracts

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 22.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 twenty (20) Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable battery energy power generationstorage systems, matters relating to the Performance Standards, financing, and energy storage power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 thirty (30) Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 fifteen (15) Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical and operational feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s) and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 ninety (90) Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 forty-five (45) Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's ’s records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aaA) Seller's RPS ’s Performance Standards Modifications, ; (bbB) pricing terms that incorporate the RPS Performance Standards Pricing Impact, ; and (ccC) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's ’s rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, that, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, 30,000 shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d3.4(D) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" energy under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Within thirty (30) days following receipt by Seller of the Purchase Price Statement, Seller may deliver written notice (the “Notice of Disagreement”) to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition Purchaser of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine any dispute that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially has with respect to the consequences preparation or content of non-performance by Xxxxxx as the Purchase Price Statement or the Final Purchase Price reflected therein. The Notice of Disagreement must describe in reasonable detail the items contained in the Purchase Price Statement that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Disagreement within such thirty (30) day period, such Purchase Price Statement and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Purchase Price Statement that are not disputed deemed final, conclusive and binding on all Parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Seller delivers a Notice of Disagreement, then Purchaser and Seller shall jointly engage Deloitte & Touche LLP (the “Independent Accounting Firm”) to resolve such dispute in accordance with the standards set forth in this Section 2.2(d). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the RPS ModificationsIndependent Accounting Firm within thirty (30) days of such submission. In addition The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to the RPS Modifications Documentwhat extent, the Independent Evaluator shall render a Purchase Price Statement and the Final Purchase Price reflected therein require adjustment. The written decision which sets forth the positions of the Parties Independent Accounting Firm shall be final and Independent Evaluator's rationale for his or her decisions binding on disputed issuesall parties hereto. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, Accounting Firm shall be borne equally by the Parties. The Independent Evaluator parties in rendering his or her decision shall also state which Party prevailed over relative proportion to the other Party, or change in Purchase Price from that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIEScalculated by each respective party.

Dispute. If Company decides to declare Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in the Estimated Payment, Tenant shall give Landlord notice of such dispute as a result within 30 days after Tenant's receipt of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsadjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute the Parties are unable particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants ("Tenant's Accountants") to verify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease. If Tenant's Accountants determine that an error has been made, Landlord's Accountants and Tenant's Accountants shall endeavor to agree upon an Independent Evaluator within the matter, failing which such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party matter shall be entitled submitted to participate in any meetings an independent certified public accountant selected by Landlord, with personnel of the other Party or review of the other PartyTenant's recordsreasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied All costs incurred by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible Tenant for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) SellerTenant's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator Accountants shall be paid for by Company up Tenant unless Tenant's Accountants disclose an error, acknowledged by Landlord's Accountants (or found to have occurred through the first $30,000 above independent determination), of more than 25% in the computation of the total amount of Operating Expenses, in which event Landlord shall pay the reasonable costs incurred by Tenant to obtain such fees and costs; above those amountsaudit. Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord the Party amount of the Estimated Payment or adjustment determined by Landlord's Accountants until the adjustment has been determined to be incorrect. If it is determined that is any portion of the Operating Expenses were not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Partyproperly chargeable to Tenant, then Landlord shall promptly credit or refund the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESappropriate sum to Tenant.

Dispute. If Company decides (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to declare Seller a dispute as a result of written notice (the failure “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to reach agreement and execute a RPS Modifications Document be adjusted pursuant to Section 3.4(d) (Failure to Reach Agreement2.3(b), it shall provide if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that effect Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Seller. Within 20 Days of delivery of such notice Purchaser, Purchaser and Seller and Company shall agree upon an Independent Evaluator negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute regarding within fifteen (15) days after Seller delivers a RPS Modifications DocumentNotice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Evaluator Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be reasonably qualified final and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter binding on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesall parties hereto. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, Accounting Firm shall be borne equally by the Parties. The Independent Evaluator parties in rendering his or her decision shall also state which Party prevailed over relative proportion to the other Party, or change in Purchase Price from that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIEScalculated by each respective party.

Dispute. (i) If Company decides the Seller objects to declare a dispute as a result the Buyer’s calculation of the failure Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to reach agreement the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and execute containing a RPS Modifications Document statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsAccounting Principles. If the Parties Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon an Independent Evaluator the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such 20-Day period, Company shall apply Dispute Notice is delivered to the PUC for Buyer, then the appointment Seller and the Buyer shall jointly engage the firm of an Independent EvaluatorGxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. If an Independent Observer retained under Within five (5) days after the Competitive Bidding Framework Arbitration Firm is qualified and willing and available to serve as Independent Evaluatorappointed, the PUC Buyer shall appoint one forward a copy of the persons or entities qualified Closing Date Statement to serve as an Independent Observer the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days disputed portions of the applicationClosing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. Promptly upon appointment, The Arbitration Firm shall not assign a value to any item greater than the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within greatest value for such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered item claimed by the Facility complies with Seller or the Buyer or less than the smallest value for such revised definition of "renewable electrical energy" under item claimed by the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of Seller or the foregoing; Buyer and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available be limited to the Independent Evaluator, but neither Party shall be entitled to participate selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and Independent Evaluator's rationale for his or her decisions not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed issuesitems submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and costs expenses of the Independent Evaluator Arbitration Firm for such determination shall be paid borne by Company up the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the first manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($30,000 1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such fees and costs; above those amountsexcess, the Party that is not “Purchase Price Decrease”), then the prevailing Party Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be responsible for any such fees and costsmade by wire transfer of immediately available funds to the account designated by the Buyer; provided, if neither Party is that, in the prevailing Partyevent that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the fees and costs final determination of the Independent Evaluator above $30,000Final Purchase Price, the Buyer and the Seller shall be borne equally jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESWire Instructions.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,00015,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 15,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,00015,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a In the event that the Shareholders’ Agents shall dispute as a result the information set forth by Parent in the Earnout Report, then, within thirty (30) calendar days following the date of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)delivery by Parent of such report, it the Shareholders’ Agents shall jointly provide written notice to that effect to SellerParent (the “Earnout Dispute Notice”) specifying the amount disputed and the basis for the dispute, together with supporting documentation reflecting the analysis of and justification for any recomputation made. Within 20 Days of delivery of such notice Seller Parent and Company the Shareholders’ Agents shall agree upon an Independent Evaluator make good faith efforts to resolve the dispute regarding through negotiations for a RPS Modifications Documentperiod of thirty (30) calendar days following the receipt of the written notice defining and describing the nature of the dispute. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to In the Performance Standards, financing, and power purchase agreements. If event that the Parties parties are unable to agree upon an Independent Evaluator finally resolve the dispute within such 20thirty (30) calendar-Day day period, Company shall apply the parties to the PUC for dispute may elect by mutual agreement to extend the appointment period of an Independent Evaluatornegotiation and may elect by mutual agreement to engage a mediator to assist in such negotiation. If an Independent Observer retained under To the Competitive Bidding Framework is qualified and willing and available extent that any matter remains unresolved following negotiations (as determined by notice by any party to serve as Independent Evaluatorthe other parties), the PUC Shareholders’ Agents and Parent shall appoint one jointly select an independent accountant of recognized national standing to resolve any remaining disagreements, which independent accountant shall not have provided services to either Shareholders’ Agent, the Company, Parent or any of their respective Affiliates during the five-year period preceding the date of its selection, except for any fees incurred pursuant to Section 3.1 of this Agreement (the “Independent Accountant”). The Shareholders’ Agents and Parent shall use their respective commercially reasonable efforts to cause such Independent Accountant to make its determination within sixty (60) calendar days of accepting its selection. Within ten (10) Business Days after the date of determination of such Independent Accountant, Parent shall pay or cause to be paid to the Holders the Second Payment Amount in the manner set forth herein, subject to the right of offset provisions of Article 11 below. The decision of the persons or entities qualified Independent Accountant shall be a final, binding, and conclusive resolution of the parties’ dispute, shall be non-appealable, and shall not be subject to serve as an Independent Observer to be further review. The costs and expenses of the Independent Evaluator; if not, Accountant shall be split between Parent and the PUC shall appoint another qualified person or entity Shareholders’ Agents in proportion to serve as the difference between the amount set forth in the decision of the Independent EvaluatorAccountant and the amount reflected in the Earnout Report (with respect to Parent’s portion) and the amount reflected in the Earnout Dispute Notice (with respect to the Shareholders’ Agents’ portion). In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days event that the Shareholders’ Agents do not pay their respective amount of the application. Promptly upon appointmentIndependent Accountant’s costs and expenses, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party Parent shall be entitled to participate in any meetings with personnel deduct the difference between the Shareholders’ Agents’ portion of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, costs and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs expenses of the Independent Evaluator shall be Accountant and the amount actually paid by Company up the Shareholders’ Agents to the first $30,000 of such fees and costs; above those amountsIndependent Accountant from the Earnout Amount. Notwithstanding the foregoing, in any case, the Party that is not the prevailing Party parties shall be responsible for the payment of their respective costs and expenses, including any such attorneys’ and accountants’ fees and costs; provided, if neither Party is the prevailing Party, then the (other than any accountants’ fees and costs of payable to the Independent Evaluator above $30,000Accountant, which shall be borne equally by split between the Parties. The Independent Evaluator parties in rendering his or her decision shall also state which Party prevailed over accordance with this Section 3.1(d)) incurred in connection with the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESdispute.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s) and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(dSection (A) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: : (1) The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); (2) The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in question; compliance; (3) How Seller would implement such measures; comply with the Performance Standard Revision(s); (4) Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; Performance Standards Revision(s); (5) The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and and (6) Contractual consequences for non-performance that are commercially reasonable under the circumstances. . (B) Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. . (C) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. . (D) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: : (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. issues.‌ (E) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result Within 30 days following receipt by TAT of the failure to reach agreement Final Effective Date Balance Sheets and execute the Final Net Working Capital Statement, TAT may deliver a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written objection notice to that effect to Seller. Within 20 Days Buyer of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially disagreement TAT has with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions preparation or content of the Parties Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of must briefly describe the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible basis for any such fees disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and costsFinal Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, if neither Party is that the prevailing PartyArbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, then in resolving any such disputed items, the fees Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the Independent Evaluator above $30,000, costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be borne equally by final, conclusive and binding on the Partiesparties. The Independent Evaluator Judgment may be entered upon the determination of the Arbitration Firm in rendering his or her decision shall also state which Party prevailed any court having jurisdiction over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESparty against which such determination is to be enforced.

Dispute. If Company decides to declare Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in the Estimated Payment, Tenant shall give Landlord notice of such dispute as a result within one hundred eighty (180) days after Tenant’s receipt of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsadjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute the Parties are unable particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants (“Tenant’s Accountants”) to verify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord’s Accountants and Tenant’s Accountants shall endeavor to agree upon an Independent Evaluator within the matter, failing which such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party matter shall be entitled submitted to participate in any meetings an independent certified public accountant selected by Landlord, with personnel of the other Party or review of the other Party's recordsTenant’s reasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied All costs incurred by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible Tenant for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator Tenant’s Accountants shall be paid for by Company up Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord’s Accountants (or found to have occurred through the above independent determination), of more than five percent (5%) in the computation of the total amount of Operating Expenses, in which event Landlord shall pay the reasonable costs incurred by Tenant to obtain such audit. Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord the amount of the Estimated Payment or adjustment determined by Landlord’s Accountants until the adjustment has been determined to be incorrect. If it is determined that any portion of the Operating Expenses were not properly chargeable to Tenant, then Landlord shall credit such amount against Rent next due and payable (provided, however, that if the Lease is terminated, or to the first $30,000 of extent that such fees and costs; above those amounts, amount exceeds Rent payable for the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs remainder of the Independent Evaluator above $30,000Term of this Lease, Landlord shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESprovide Tenant with a cash reimbursement within thirty [30] days after such determination).

Dispute. If Company decides Parent delivers a Dispute Notice to declare Buyer within the applicable review period, Buyer and Parent shall use reasonable, good faith efforts to resolve their differences concerning the Items of Dispute, and if any Item of Dispute is so resolved, the Closing Statement shall be modified as necessary to reflect such resolution. If all Items of Dispute are so resolved, the Closing Statement (as so modified) shall be conclusive and binding on all parties hereto. If any Item of Dispute remains unresolved for a dispute as a result period of thirty (30) days after Buyer’s receipt of the failure last Dispute Notice received within the thirty (30) day review period, Buyer and Parent shall submit the dispute to reach Ernst & Young LLP or, if such firm is unwilling or unable to perform such services, to a nationally recognized independent certified public accountant (the “Accounting Firm”) selected by mutual agreement of Buyer and execute Parent within ten (10) days after the end of such thirty (30) day period. The Accounting Firm shall not be an accounting firm that has performed accounting or consulting services for Buyer, the Company or Parent in the past three (3) years. Buyer and Parent shall each make a RPS Modifications Document pursuant final written submission to Section 3.4(dthe Accounting Firm and request that the Accounting Firm render a determination as to each unresolved Item of Dispute within thirty (30) (Failure days after its retention, and the parties shall cooperate fully with the Accounting Firm so as to Reach Agreement)enable it to make such determination as quickly and as accurately as practicable. The Accounting Firm shall render a determination only on the Items of Dispute, it shall provide written notice limit its determination with respect to that effect to Seller. Within 20 Days any particular Item of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating Dispute to the Performance Standards, financingrange of values based on the final submission of Parent and Buyer, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator it shall render a decision unless the Independent Evaluator determines it needs to have additional timeall determinations in accordance with GAAP and, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially solely with respect to the consequences of non-performance by Xxxxxx Net Working Capital, the principles set forth on Exhibit D. The Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the RPS Modifications. In addition parties hereto, and the Closing Statement shall be modified to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesextent necessary to reflect such determination. The fees and costs expenses of the Independent Evaluator Accounting Firm shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne shared equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESBuyer and Seller.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in the Estimated Payment, Tenant shall give Landlord notice of such dispute as a result within 150 days after Tenant’s receipt of the failure adjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to reach dispute the particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants (“Tenant’s Accountants”) to verify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease. Tenant’s Accountants shall enter into a confidentiality agreement satisfactory to Landlord. If Tenant’s Accountants determine that an error has been made, Landlord’s Accountants and execute Tenant’s Accountants shall endeavor to agree upon the matter, failing which such matter shall be submitted to an independent certified public accountant selected by Landlord, with Tenant’s reasonable approval, for a RPS Modifications Document pursuant determination which will be conclusive and binding upon Landlord and Tenant. All costs incurred by Tenant for Tenant’s Accountants shall be paid for by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord’s Accountants (or found to Section 3.4(d) (Failure to Reach Agreementhave occurred through the above independent determination), of more than 7% in the computation of the total amount of Operating Expenses, in which event Landlord shall pay the reasonable out-of-pocket costs incurred by Tenant to obtain such audit (excluding costs or fees paid on a contingency basis). Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord the amount of the Estimated Payment or adjustment determined by Landlord’s Accountants until the adjustment has been determined to be incorrect. If it is determined that any portion of the Operating Expenses were not properly chargeable to Tenant, then Landlord shall provide written notice promptly credit or refund the appropriate sum to that effect Tenant. , 201 [TENANT] RE: Lease Agreement dated as of (the “Lease”), by and between MG-POINT, LLC, a Colorado limited liability company, as Landlord, and [TENANT], as Tenant Dear Tenant: With regard to Seller. Within 20 Days of delivery of such notice Seller the referenced Lease, Landlord and Company shall agree upon an Independent Evaluator to resolve Tenant acknowledge the dispute regarding a RPS Modifications Documentfollowing (initially capitalized words not otherwise defined have the same meaning set forth in the Lease): 1. The Independent Evaluator shall Premises consisting of square feet were delivered on * . In accordance with Section 5 of the Lease, the Commencement Date is 12:01 a.m., the first day of the month of ** and the Expiration Date is 12:00 midnight, the last day of the month of . Rent is payable for any partial month during which Tenant’s obligation for payment of Rent is in effect, if applicable, on a prorated basis. * This blank should be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsdate that Landlord delivers the Premises. ** This blank should be the first day of a calendar month. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period[ date which is 15 days after the ]delivery date is not the first day of a calendar month, Company then this blank shall apply be the first day of the calendar month following the delivery date. This Commencement Certificate forms a part of the Lease. Should any inconsistency arise between this Commencement Certificate and any other provision of the Lease as to the PUC for specific matters which are the appointment subject of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluatorthis Commencement Certificate, the PUC terms and conditions of this Commencement Certificate shall appoint one control. Please acknowledge the foregoing by having an authorized officer sign in the space provided below and return to our office. This document may be executed in counterparts, each of which shall constitute the original. Facsimile signatures shall be binding as original signatures. ACKNOWLEDGED AND AGREED this day of , 201 : REDWOOD TRUST, INC., MG-POINT, LLC, a Colorado limited liability a Maryland corporation By: By: Print Name: Authorized Signatory Print Title: ATTEST: By: Print Name: Print Title: 1. No sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the persons outside or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days inside of the applicationBuilding without the prior written consent of Landlord. Promptly upon appointment, the Independent Evaluator Landlord shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetingsremove, hearings at the violating tenant’s expense and without notice, any sign installed or oral arguments displayed in which both Parties are representedviolation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of the requesting tenant by a person or vendor approved by Landlord. In addition, Landlord reserves the right to change from time to time the format of the signs or lettering and to require previously approved signs or lettering to be appropriately altered. 2. The Parties may meet with coverings for all windows in each other tenant’s premises shall be lowered and closed as reasonably required because of the position of the sun, during the review process operation of the Building’s air-conditioning system. All tenants whose premises are visible from one of the lobbies, or any other public portion of the Building, shall furnish and maintain their premises in a first-class manner, utilizing furnishings and other decorations commensurate in quality and style with the furnishings and decor in the public portions of the Building. If Landlord objects in writing to explore means any curtains, blinds, shades or screens attached to or hung in or used in connection with any window or door of resolving the matter premises, such tenant shall immediately discontinue such use. No awning shall be permitted on mutually acceptable termsany part of the premises. A tenant shall not place anything or allow anything to be placed against or near any glass partitions or doors or windows which may appear unsightly, in the opinion of Landlord, from outside the premises. 3. A tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators or stairways of the Building. 4. The following standards directory of the Building will be provided exclusively for the display or the name and location of tenants only and Landlord reserves the right to exclude any other names therefrom. 5. Unless otherwise approved by Landlord, all cleaning and janitorial services for the Building and all premises shall be applied provided exclusively through Landlord. A tenant shall not cause any unnecessary labor by carelessness or indifference to the good order and cleanliness of its premises. Landlord shall not in any way be responsible to any tenant for any loss to property on the premises, however occurring, or for any damage to any tenant’s property by the Independent Evaluator in rendering his janitor or her decision: (i) if it is not technically any other employee or operationally feasible any other person. 6. At initial occupancy, each tenant shall be furnished, free of charge, with a reasonable number of keys or other access devices sufficient for Seller such tenant’s employees to implement reasonable measures required have access to cause the electric energy delivered each locking entry or exit door to or from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement tenant premises. A tenant shall not make or have made additional access devices and a tenant shall not alter any lock or install a new or additional locks or bolts on any door of its premises. After initial occupancy, if replacement access devices or a change of locks is necessary, tenant shall make such requests through the management office. A tenant shall be amended charged a reasonable fee for any change in locks or replacement access devices requested. A tenant, upon the termination of its tenancy, shall deliver to Landlord the access devices of all doors which have been furnished to it, and shall pay Landlord for any unreturned access devices. 7. If a tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain and comply with such changes Landlord’s then-existing installation instructions and in RPS (unless compliance with the Parties agree otherwise); (ii) if it Building construction rules, including replacing or installing fire stopping in any floor penetrations when the wiring/cabling is technically installed and when removed. Landlord, or operationally feasible for Seller its agents, will direct the electricians as to implement reasonable measures required to cause where and how the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impactwires may be introduced, and (cc) contract terms without such direction, no boring or cutting for wires will be permitted. Any such installation and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator connection shall be paid by Company up to made at the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party tenant’s expense. Each tenant shall be responsible for removing, at its expense prior to moving from the Building, all telephone, data, cable television, or other cabling extending from its premises to the telephone closet located on that floor which was used by tenant or installed by it or for its benefit. 8. No equipment, materials, furniture, packages, supplies, merchandise or other property will be received in the Building or carried in the elevators except between such hours and in such elevators as may be designated by Landlord. Parties employed to move furnishings, fixtures and equipment in and out of the Building shall be subject to Landlord’s approval and, if required by law, properly licensed. Any moving company shall provide a certificate of insurance naming Landlord and the Building manager as additional insureds prior to initiating its moving services in the Building. Landlord shall have the right to condition approval upon payment of an additional security deposit. A tenant must make arrangements in advance with Landlord for moving large quantities of furniture and equipment into or out of the Building. 9. A tenant shall not place a load upon any floor which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Landlord shall have the right to prescribe the weight, size and position to all equipment, materials, furniture or other property brought into the Building. Heavy objects shall stand on such platforms as reasonably determined by Landlord to be necessary to properly distribute such weight. A tenant shall, at its cost and expense, place and maintain any of its business machines and mechanical equipment which causes unreasonable or objectionable noise or vibration to the structure of the Building or to any space in the Building on vibration eliminators or other devices sufficient to eliminate the noise or vibration. The parties employed to remove such equipment in or about the Building must be acceptable to Landlord. Landlord will not be responsible for loss of or damage to any such fees equipment or other property from any cause, and costs; provided, if neither Party is all damage done to the prevailing Party, then Building by maintaining or moving such equipment or other property shall be repaired at the fees and costs expense of the Independent Evaluator above $30,000tenant. 10. A tenant shall not have the ability to adjust temperature control thermostats. A tenant shall not use any method of heating or air conditioning other than that supplied by Landlord. A tenant is encouraged to not waste electricity, water or air conditioning. A tenant shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESkeep corridor doors closed for security purposes.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 22.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 twenty (20) Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable battery energy power generationstorage systems, matters relating to the Performance Standards, financing, and energy storage power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 thirty (30) Days of the application. application.‌‌ (a) Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: fifteen (15) Days:‌ (i) The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); (ii) The technical and operational feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s) and likelihood of "renewable electrical energy" under the RPS Amendment in question; compliance;‌ (iii) How Seller would implement such measures; comply with the Performance Standard Revision(s); (iv) Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; associated (v) The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and and‌ (vi) Contractual consequences for non-performance that are commercially reasonable under the circumstances. circumstances.‌ (b) Within 90 ninety (90) Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 forty-five (45) Days, to render a decision. decision.‌ (c) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's ’s records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. terms.‌ (d) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aaA) Seller's RPS ’s Performance Standards Modifications, ; (bbB) pricing terms that incorporate the RPS Performance Standards Pricing Impact, ; and (ccC) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's ’s rationale for his or her decisions on disputed issues. issues.‌‌‌ (e) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, that, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, 30,000 shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. The official BTU Content determination shall be as reported in SELLER's Certificate of Quality, provided that the arithmetic difference between SELLER's and BUYER's laboratory results is equal to or less than the then existing ASTM reproducibility standard (currently 0.4 MJ/kg, which the parties shall deem to be equivalent to a fixed standard of 60,000 BTU per barrel) for test D-240. If Company decides to declare a dispute as a result the difference between SELLER's and BUYER's determinations of BTU Content should fall outside the ASTM reproducibility standard for ASTM test D-240, the sealed sample in the possession of the failure Independent Inspector shall be provided to reach agreement an independent laboratory for an official determination, which shall be binding upon the parties. SELLER and execute BUYER shall share equally the costs of independent tests and determinations. If SELLER or BUYER has reason to believe that the quality or quantity of Product stated for a RPS Modifications Document pursuant specific Delivery per Section 7.5 or Section 7.6 is incorrect, that party shall within thirty (30) Days after the later of the date of the complete Certificate of Quality or the date of the final determination of BTU Content, present the other party with documents supporting such determination and the parties will confer, in good faith, on the causes for the discrepancy and shall proceed to Section 3.4(dcorrect such causes and adjust the quality and quantity, if justified, for the Pipeline Delivery or Marine Delivery in question. In the event of an unresolvable difference between SELLER and BUYER, the sealed part of the representative sample in the possession of the Independent Inspector shall be provided to an independent laboratory for an official determination, which shall be final. SELLER and BUYER shall share equally the cost for such independent laboratory determination. If the quality of the Product received by BUYER fails to conform to the quality specification limits in Article IV of this Contract, both BUYER and SELLER shall attempt to minimize the impact of any quality problem on BUYER by specification waiver, if the use of the Product will not unreasonably cause harm to BUYER, or by SELLER Delivering higher quality Product in a timely manner to produce a specification quality blend in BUYER's storage tank(s) (Failure to Reach Agreement)at BUYER's BPTF or at BUYER's Oahu generating plants. If all such, it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator similar, efforts fail to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generationquality problem, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for then BUYER may return non-performance that are commercially reasonable under specification Product to SELLER, in which case SELLER shall replace the circumstancesnon-specification Product to BUYER in a timely manner. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its reviewAll costs and expenses, including making key personnel BUYER's handling costs incurred in returning and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of replacing non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000specification Product, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESSELLER.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d3.4(D) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. application.‌‌‌‌‌‌ (1) Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: : (a) The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; question;‌ (b) How Seller would implement such measures; measures;‌ (c) Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" energy under the RPS Amendment in question; question;‌ (d) The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and and‌ (e) Contractual consequences for non-performance that are commercially reasonable under the circumstances. circumstances.‌‌‌ (2) Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. decision.‌ (3) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. terms.‌ (4) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the the‌ RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. issues.‌‌‌‌ (5) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result Within 45 days following delivery of the failure Closing Statement by Parent, if Representative has any objection to Parent’s calculation of the Closing Working Capital or any other items set forth in the Closing Statement, Representative will deliver to Parent a written statement setting forth her objections to the Closing Statement (an “Objections Statement”), which statement will identify in reasonable detail any and all items and amounts to which Representative objects (such items and amounts so specified in reasonable detail in the Objections Statement, the “Disputed Items”). If Representative does not deliver an Objections Statement to Parent within such 45 day period, the Closing Statement as prepared by Parent will be final, binding and non-appealable by the parties. If Representative delivers an Objections Statement, Representative and Parent will negotiate in good faith to resolve any Disputed Items. If Representative and Parent are not able to reach a final resolution with respect to any Disputed Item within 30 days after the delivery of the Objections Statement to Parent, Representative and Parent will jointly engage PricewaterhouseCoopers (or, if PricewaterhouseCoopers is either Parent’s accountants or the Company’s accounts, then such impartial nationally recognized firm of independent certified public accountants, other than Parent’s accountants or the Company’s accountants, appointed by mutual agreement of Parent and execute a RPS Modifications Document pursuant to Section 3.4(dthe Representative) (Failure to Reach Agreement)in either case, it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator the “Accounting Firm”) to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsany unresolved Disputed Items. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day periodparties so engage the Accounting Firm, Company shall apply each party will submit to the PUC for Accounting Firm, not later than 30 days after the appointment date on which the Accounting Firm is engaged, a written statement with its position on each Disputed Item (which, in the case of an Independent EvaluatorParent, will be consistent with the position taken in the Closing Statement and, in the case of Representative, will be consistent with the position taken in the Objections Statement), together with such supporting documentation as may be reasonably requested by the Accounting Firm. If an Independent Observer retained under Representative and Parent will each be entitled to meet with the Competitive Bidding Framework is qualified Accounting Firm and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The will each use their respective commercially reasonable measures required to be taken by Seller efforts to cause the electric energy delivered from Accounting Firm to resolve such dispute as soon as practicable, but in any event within 30 days after the Facility date on which the Accounting Firm receives the statements prepared by Representative and Parent. The Accounting Firm will determine the amount of the Closing Working Capital based in accordance with GAAP and its final determination will be, in the aggregate, neither more favorable to come within such revised definition Parent than the position taken by Parent in the Closing Statement, nor more favorable to Representative than the position taken by Representative in the Objections Statement. The Accounting Firm will provide a calculation of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures Closing Working Capital to both parties based on its resolution of the Disputed Items, and the Closing Working Capital as so the energy delivered calculated will be final, binding and non-appealable by the Facility complies parties. Each party will bear its own costs and expenses in connection with the resolution of any such revised definition of "renewable electrical energy" under dispute by the RPS Amendment in question; Accounting Firm. The appropriate level, if any, of RPS Pricing Impact in light costs and expenses of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator Accounting Firm will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up the parties in inverse proportion to the first $30,000 extent to which the dollar amount of such fees Closing Working Capital contended for by each party (in the Closing Statement and costs; above those amountsin the Objections Statement, respectively) matches the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs dollar amount of the Independent Evaluator above $30,000, shall be borne equally Closing Working Capital as determined by the PartiesAccounting Firm. The Independent Evaluator As an example only, if: Parent, in rendering his or her decision shall also state which Party prevailed over the other PartyClosing Statement, or contended that neither Party prevailed over Closing Working Capital should be $X; Representative, in the other. COMPANY-OWNED INTERCONNECTION FACILITIESObjections Statement, contended that Closing Working Capital should be $X + $100,000; and the Accounting Firm determined Closing Working Capital to be $X + $70,000, Parent would be required to pay 70% of the costs and expenses of the Accounting Firm and Representative would be required to pay the remaining 30% of those costs and expenses.

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by the Securityholders’ Representative of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Working Capital Statement, it the Securityholders’ Representative shall provide either inform Parent in writing that the Working Capital Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to that effect to Seller. Within 20 Days Parent of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve any dispute the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially Securityholders’ Representative has with respect to the consequences content of non-performance the Working Capital Statement or the Final Working Capital reflected in the Working Capital Statement. The Notice of Disagreement must describe in reasonable detail the items contained in the Working Capital Statement that the Securityholders’ Representative disputes, the basis for any such disputes and the Securityholders’ Representative’s calculation of such items. Any items not identified on the Notice of Disagreement shall be deemed agreed to by Xxxxxx the Securityholders’ Representative. If the Securityholders’ Representative does not notify Parent of a dispute with respect to the Working Capital Statement within such thirty (30)-day period, such Working Capital Statement and the Final Working Capital reflected in the Working Capital Statement will be final, conclusive and binding on the Parties. In the event a Notice of Disagreement is delivered to Parent within such thirty (30)-day period, Parent and the Securityholders’ Representative shall negotiate in good faith to resolve such disputed items, which amounts shall not be less than Parent’s calculation delivered pursuant to Section 2.09(a) nor more than the Securityholders’ Representative’s calculation delivered pursuant to this Section 2.09(f). If Parent and the Securityholders’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within fourteen (14) days after the Securityholders’ Representative’s delivery of a Notice of Disagreement, then Parent and the Securityholders’ Representative jointly shall engage the Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.09(f). The Securityholders’ Representative and Parent shall use reasonable best efforts to cause the Arbitration Firm to render a written decision resolving the matters submitted to the Arbitration Firm within thirty (30) days of the making of such submission. The scope of the disputes to be resolved by the Arbitration Firm shall be limited only to the items in dispute that were included in the Notice of Disagreement and if such items were calculated in accordance with Applicable Accounting Principles. The Arbitration Firm shall determine, on such basis, whether and to what extent, the Working Capital Statement and the Final Working Capital reflected in the Working Capital Statement require adjustment. The Arbitration Firm is not to make any other determination, including any determination as to whether the RPS ModificationsTarget Working Capital or the Working Capital Estimate is correct. In addition The Arbitration Firm’s decision shall be based solely on presentations by Parent and the Securityholders’ Representative, and not independent review and made in strict accordance with the terms of this Agreement, without regard for principles of equity. The Arbitration Firm shall address only those items in the Notice of Disagreement that were not resolved, and shall apply the relevant provisions of this Agreement to the RPS Modifications Documentdisputed amounts, the Independent Evaluator and shall render a decision which sets forth the positions have no authority to alter, modify, amend, add to or subtract from any term of provision of this Agreement. None of the Parties and Independent Evaluator's rationale parties or any of their respective representatives shall have any ex parte communications or meetings with the Arbitration Firm regarding the subject matter hereof without the other parties’ prior written consent. The Arbitration Firm shall not assign a value to any item in dispute greater than the greatest value for his such item assigned to it by Parent, on the one hand, or her decisions the Securityholders’ Representative, on disputed issuesthe other hand, or less than the smallest value for such item assigned to it by Parent, on the one hand, or the Securityholders’ Representative, on the other hand. The fees and costs expenses of the Independent Evaluator Arbitration Firm shall be paid by Company up borne in the same proportion that the aggregate dollar amount of such remaining disputed items so submitted to the first $30,000 Arbitration Firm that are unsuccessfully disputed by Parent, on the one hand, and the Securityholders’ Representative, on the other hand, as finally determined by the Arbitration Firm, bears to the total dollar amount of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; providedremaining disputed items so submitted. For example, if neither Party closing accounts receivable is the prevailing Partyonly disputed item, and Parent claims that closing accounts receivable is $1,000, and the Securityholders’ Representative contests only $500 of the amount claimed by Parent, and if the Arbitration Firm ultimately resolves the dispute by awarding Parent $300 of the $500 contested, then the fees costs and costs expenses of the Independent Evaluator above $30,000, shall Arbitration Firm will be borne equally allocated 60% (i.e. 300 ÷ 500) to the Securityholders’ Representative and 40% (i.e. 200 ÷ 500) to Parent. All determinations made by the PartiesArbitration Firm will be final, conclusive and binding on the parties. The Independent Evaluator A judgment on the determination made by the Arbitration Firm pursuant to this Section 2.09(f) may be entered in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESand enforced by any court having jurisdiction thereover.

Dispute. If Company decides to declare Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in the Estimated Payment, Tenant shall give Landlord notice of such dispute as a result within 30 days after Tenant's receipt of the failure adjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to reach dispute the particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants ("Tenant's Accountants") to verify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease. The person conducting the examination on behalf of Tenant shall enter into a confidentiality agreement satisfactory to Landlord, which agreement shall not preclude or bar Tenant's Accountants from disclosing information to Tenant. If Tenant's Accountants determine that an error has been made, Landlord's Accountants and execute Tenant's Accountants shall endeavor to agree upon the matter, failing which such matter shall be submitted to an independent certified public accountant selected by Landlord, with Tenant's reasonable approval, for a RPS Modifications Document pursuant determination which will be conclusive and binding upon Landlord and Tenant. All costs incurred by Tenant for Tenant's Accountants shall be paid for by Tenant unless Tenant's Accountants disclose an error, acknowledged by Landlord's Accountants (or found to have occurred through the above independent determination), of more than 10% in the computation of the total amount of Operating Expenses, in which event Landlord shall pay the reasonable costs incurred by Tenant to obtain such audit. Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord the amount of the Estimated Payment or adjustment determined by Landlord's Accountants until the adjustment has been determined to be incorrect. If it is determined that any portion of the Operating Expenses were not properly chargeable to Tenant, then Landlord shall promptly credit or refund the appropriate sum to Tenant. EXIHBIT D TO LEASE COMMENCEMENT CERTIFICATE ONEPOINT COMMUNICATIONS CORP. Attn: Xxxxxx XxXxxxx 0000 Xxxxxxxx Xxxx, Xxxxx X-000 Xxxxxxxxxxx, XX 00000 RE: Lease dated as of the July 15, 1999 (the "Lease"), by and between WGP ASSOCIATES, LLC, a Virginia limited liability company, as Landlord, and ONEPOINT COMMUNICATIONS CORP., a Delaware corporation, as Tenant Dear Tenant: With regard to the referenced Lease, Landlord and Tenant acknowledge the following (initially capitalized words not otherwise defined have the same meaning set forth in the Lease): 1. In accordance with Section 3.4(d) 5 of the Lease, the Commencement Date is 12:01 a.m., and the Expiration Date is 12:00 midnight, Please acknowledge the foregoing by having an authorized officer sign in the space provided below and return to our office. This document may be executed in counterparts, each of which shall constitute the original. Facsimile signatures shall be binding as original signatures. WGP ASSOCIATES, LLC, a Virginia limited liability company By: ------------------------------------- Authorized Signatory "Landlord" ACKNOWLEDGED AND AGREED this _ day of --------------------------: ONEPOINT COMMUNICATIONS CORP., a Delaware corporation By: ____________________________________ Print Name: _____________________________ Print Title: ______________________________ ATTEST: By: ____________________________________ Print Name: _____________________________ Print Title: ______________________________ "Tenant" EXHIBIT E TO LEASE RULES AND REGULATIONS I No sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside or inside of the Building without the prior written consent of the Landlord. Landlord shall have the right to remove, at Tenant's expense and without notice, any sign installed or displayed in violation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of Tenant by a person or vendor approved by Landlord. In addition, Landlord reserves the right to change from time to time the format of the signs or lettering and to require previously approved signs or lettering to be appropriately altered at Landlord's expense. 2. The coverings for all windows in each tenant's premises shall be lowered and closed as reasonably required because of the position of the sun, during the operation of the Building's air-conditioning system to heat, cool or ventilate such Premises. All tenants with premises visible from one of the lobbies, or any other public portion of the Building, shall furnish and maintain its premises in a first-class manner, utilizing furnishings and other decorations commensurate in quality and style with the furnishings and decor in the public portions of the Building. If Landlord objects in writing to any curtains, blinds, shades or screens attached to or hung in or used in connection with any window or door of the Premises, Tenant shall immediately discontinue such use. No awning shall be permitted on any part of the Premises. Tenant shall not place anything or allow anything to be placed against or near any glass partitions or doors or windows which may appear unsightly, in the opinion of Landlord, from outside the Premises. 3. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators, escalators or stairways of the Building. The halls, passages, exits, entrances, shopping malls, elevators, escalators and stairways are not for the general public. 4. The directory of the Building will be provided exclusively for the display or the name and location of tenants only and Landlord reserves the right to exclude any other names therefrom. 5. Unless otherwise approved by Landlord, all cleaning and janitorial services for the Building and the Premises shall be provided exclusively through Landlord. Tenant shall not cause any unnecessary labor by carelessness or indifference to the good order and cleanliness of the Premises. Landlord shall not in any way be responsible to any Tenant for any loss to property on the Premises, however occurring, or for any damage to any Tenant's property by the janitor or any other employee or any other person. 6. Landlord will furnish Tenant free of charge 322 keys or security pass cards, if applicable, for access to the Premises. Landlord may make a reasonable charge for any access devices, and Tenant shall not make or have made additional access devices, and Tenant shall not alter any lock or install a new or additional lock or bolt on any door of its Premises without Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant, upon the termination of its tenancy, shall deliver to Landlord the access devices of all doors which have been furnished to Tenant, and in the event of loss of any access devices so furnished, shall pay Landlord therefor. 7. If Tenant requires telegraphic, telephonic, burglar alarm or similar services (Failure to Reach Agreementother than as approved by Landlord in accordance with the Work Letter), it shall provide written notice first obtain, and comply with, Landlord's instructions in their installation. Landlord, or its agents, will direct the electricians as to that effect where and how the wires may be introduced, and without such direction, no boring or cutting for wires will be permitted. Any such installation and connection shall be made at Tenant's expense. 8. No equipment, materials, furniture, packages, supplies, merchandise or other property will be received in the Building or carried in the elevators except during Ordinary Business Hours (except to Sellerthe extent scheduled by prior arrangement with Landlord) and in such elevators as may be reasonably designated by Landlord. Within 20 Days Landlord shall reasonably and equitably schedule the use of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Documentloading dock shared with Plaza II Building. The Independent Evaluator persons employed to move furnishings, fixtures and equipment in and out of the Building shall be reasonably qualified and expert in renewable energy power generationsubject to Landlord's approval (which approval shall not be unreasonably withheld, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons conditioned or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate leveldelayed) and, if anyrequired by law, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstancesproperly licensed. Within 90 Days of appointment, the Independent Evaluator Landlord shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetingscondition approval upon payment of an additional security deposit as a condition of approving a particular moving company. Tenant must make arrangements in advance with Landlord for moving large quantities of furniture and equipment into or out of the Building. 9. Tenant shall not place a load upon any floor which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Landlord shall have the right to prescribe the weight, hearings size and position to all equipment, materials, furniture or oral arguments other property brought into the Building. Heavy objects shall stand on such platforms as determined by Landlord to be necessary to properly distribute such weight. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration which may be transmitted to the structure of the Building or to any space in which both Parties are representedthe Building to such a degree as to be objectionable to Landlord or to any tenants shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The Parties persons employed- to remove such equipment in or about the Building must be acceptable to Landlord. Landlord will not be responsible for loss of or damage to, any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant. 10. No Tenant shall tamper with or attempt to adjust temperature control thermostats in its Premises; Landlord will make Building maintenance/engineers available during Ordinary Business Hours to make adjustments as needed. Tenant shall not use any method of heating or air conditioning other than that supplied by Landlord. Tenant shall use reasonable efforts to minimize the waste of electricity, water and air conditioning, consistent with normal practices for office tenants in northern Virginia in similar buildings. Tenant shall keep corridor doors closed. 11. Landlord reserves the right to exclude from the Building outside Ordinary Business Hours any person unless that person is known to the person or employee in charge of the Building and has an access device such as a key, entry card, combination code, pass or is properly identified. Tenant shall be responsible for all persons for whom it requests passes and shall be liable to Landlord for all acts of such persons. Any person whose presence in the Building at any time shall, in the judgment of the Landlord, be prejudicial to the safety, character, reputation and interests of the Building or its Tenants may meet with each be denied access to the Building or may be ejected therefrom, including any person who in the judgment of Landlord is intoxicated or under the influence of liquor or drugs or w1io shall in any manner do any act in violation of these Rules and Regulations. In case of public excitement or other commotion, the Landlord may prevent all access to the Building during the review process to explore means continuance of resolving the matter on mutually acceptable termssame, by closing the doors or otherwise, for the safety and protection of tenants, the Building, and property in the Building. The following standards shall be applied by Landlord may require any person leaving the Independent Evaluator in rendering his Building with a package or her decision: (i) if it is not technically or operationally feasible for Seller other object to implement reasonable measures required to cause the electric energy delivered exhibit authorization from the Facility Tenant of the premises from which the package or object is removed, but the establishment and enforcement of such requirement shall not impose any responsibility on the Landlord to come within such revised definition protect any Tenant against the removal of "renewable electrical energy" property from its premises. The Landlord shall in no way be liable to any Tenant for damages or loss arising from the admission, exclusion or ejection of any person to or from Tenant's Premises or the Building under the RPS Amendment in question, provisions of this rule. 12. Tenant shall close and lock the Independent Evaluator shall determine that doors or its Premises and entirely shut off all water faucets or other water apparatus before Tenant and its employees leave the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS ModificationsPremises. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party Tenant shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs damage or injuries sustained by other tenants or occupants of the Independent Evaluator above $30,000Building or by Landlord for noncompliance with this rule. 13. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, no foreign substance or any kind whatsoever shall be thrown into any of them, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other PartyTenant who, or that neither Party prevailed over whose employees or invitees, shall have caused it. 14. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the otherroof or exterior walls of the Building, except as expressly permitted in accordance with the Addendum. COMPANYTenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 15. Except for the installation of artwork by customary installation methods and as otherwise approved by Landlord, such as customarily as approved by Landlord, Tenant shall not xxxx, drive nails, screw or drill into the partitions, woodwork or plaster or in any way deface the Premises. Tenant shall not cut or bore holes for wires except as normally required for installation of the telecommunications equipment permitted under this Lease. Tenant shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord. Tenant shall repair any damage resulting from non-OWNED INTERCONNECTION FACILITIEScompliance with this rule. 16. Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord, consistent with the janitorial services provided by Landlord and refuse removal consistent with customary practices for similar office buildings in northern Virginia.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to SellerSubscriber Organization. Within 20 Days of delivery of such notice Seller Subscriber Organization and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller Subscriber Organization to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller Subscriber Organization would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller Subscriber Organization to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller Subscriber Organization to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) SellerSubscriber Organization's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Subscriber Organization as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by the Seller Representative of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Working Capital Statement, it the Seller Representative shall provide either inform Purchaser in writing that the Working Capital Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to that effect to Seller. Within 20 Days Purchaser of delivery of such notice any dispute the Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially Representative has with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions preparation or content of the Parties and Independent Evaluator's rationale for his Working Capital Statement or her decisions on disputed issuesthe Final Working Capital reflected therein. The fees Notice of Disagreement must describe in reasonable detail the items contained in the Working Capital Statement that the Seller Representative disputes and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible basis for any such disputes, including sufficient supporting documentation. If the Seller Representative does not notify Purchaser of a dispute with respect to the Working Capital Statement within such thirty (30)-day period, such Working Capital Statement and the Final Working Capital reflected in the Working Capital Statement will be final, conclusive and binding on the parties. In the event a Notice of Disagreement is delivered to Purchaser, Purchaser and the Seller Representative shall negotiate in good faith to resolve such dispute. If Purchaser and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fourteen (14) days after the Seller Representative delivers the Notice of Disagreement, then Purchaser and the Seller Representative jointly shall engage the Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 1.6(b). The Seller Representative and Purchaser shall use commercially reasonable efforts to cause the Arbitration Firm to render a written decision resolving the matters submitted to the Arbitration Firm within thirty (30) days of the making of such submission. The scope of the disputes to be resolved by the Arbitration Firm shall be limited to whether the items in dispute that were properly included in the Notice of Disagreement were prepared in accordance with Applicable Accounting Principles and the Arbitration Firm shall determine, on such basis, whether and to what extent, the Working Capital Statement and the Final Working Capital, as applicable, reflected therein require adjustment. The Arbitration Firm is not to make any other determination, including any determination as to whether the Target Working Capital or the Working Capital Estimate is correct. The Arbitration Firm’s decision shall be based solely on written submissions by the Seller Representative and Purchaser and their respective representatives and not by independent review. The Arbitration Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. Any fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs expenses of the Independent Evaluator above $30,000, Arbitration Firm incurred in resolving the disputed matter(s) pursuant to this Section 1.6(b) shall be borne equally by Purchaser, on the one hand, and the Seller Representative, on the other hand, in inverse proportion to the respective percentages of the dollar value of disputed items determined in favor of Purchaser, on the one hand, and the Seller Representative, on the other hand. All determinations made by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over Arbitration Firm will be final, conclusive and binding on the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESparties.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(dSection (a) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: : (1) The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); (2) The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in question; compliance; (3) How Seller would implement such measures; comply with the Performance Standard Revision(s); (4) Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; Performance Standards Revision(s); (5) The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and and (6) Contractual consequences for non-performance that are commercially reasonable under the circumstances. . (b) Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. . (c) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. . (d) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. . (e) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare the Sole Shareholder delivers a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(dWorking Capital Objection, then within fifteen (15) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery days following receipt by Mesa of such notice Seller Working Capital Objection, the Parties shall confer and Company shall agree upon an Independent Evaluator negotiate in good faith to resolve the matters in dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert as set forth in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsWorking Capital Objection. If the Parties are unable to agree upon an Independent Evaluator cannot mutually resolve any such disputes within such 20-Day fifteen (15) day period, Company either Party shall apply have the right at any time thereafter to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request cause the Parties to address jointly engage an accounting firm that is independent of both Parties at the following matters within time of any such engagement ( the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the “Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decisionAccountant”). The Parties jointly shall assist engage the Independent Evaluator throughout the process of preparing its reviewAccountant, including making key personnel acting as an expert and records available not an arbiter, to the Independent Evaluator, but neither Party shall be entitled to participate review only those items in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally dispute by the Parties. The Independent Evaluator Accountant shall be furnished with a copy of this Agreement, the Working Capital Statements and the Working Capital Objection, and any other documentation of either Party that the Independent Accountant determines to be necessary and relevant to resolving such disputes. The Independent Accountant shall, within thirty (30) days following the commencement of its engagement by the Parties, complete its review and render a written report setting forth its conclusion as to calculation of the Working Capital Statements. The decision by the Independent Accountant shall be in rendering his writing and delivered to the Parties. The Parties agree that the Independent Accountant is the exclusive Person to make all interpretations necessary (including interpretations or her constructions of this Agreement) to support its determinations. The Independent Accountant’s decision shall also state which Party prevailed over be the other Partyfinal Working Capital Adjustment Amount (the “Final Working Capital Adjustment Amount”) and shall be final, conclusive and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction. The Parties agree to submit to the jurisdiction of any such court for the enforcement of such award or that neither Party prevailed over decision. The fees, costs and expenses of the Independent Accountant shall be apportioned between Mesa, on the one hand, and the Sole Shareholder, on the other. COMPANY-OWNED INTERCONNECTION FACILITIES, each paying fifty percent (50%) of such fees, costs and expenses of the Independent Accountant.

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by the Investor of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Post-Closing Statement, it the Investor shall provide deliver written notice to that effect to Seller. Within 20 Days AEP Holdco of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve any dispute the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially Investor has with respect to the consequences preparation or content of nonthe Post-performance Closing Statement (the “Dispute Notice”). Any Dispute Notice shall contain a reasonably detailed description of the Investor’s position with respect to each such disputed item. If the Investor does not notify AEP Holdco of a dispute by Xxxxxx as delivering a Dispute Notice with respect to the RPS ModificationsPost-Closing Statement within such thirty (30)-day period, such Post-Closing Statement will be final, conclusive and binding on the Parties and such Post-Closing Statement shall become the “Final Closing Statement”. In addition the event of such notification of a dispute, the Investor shall provide AEP Holdco reasonable supporting documents and calculations, including reasonable detail with its delivery of a Dispute Notice, and the Investor and AEP Holdco shall negotiate in good faith to attempt to resolve such dispute. If the Investor and AEP Holdco, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days following receipt by AEP Holdco of the Dispute Notice, then, upon the election of either Party by written notice to the RPS Modifications Documentother Party, the Investor and AEP Holdco shall jointly engage one of the “Big Four” accounting firms to be mutually selected (or, if such firm is unable to be engaged, another nationally recognized firm of independent accountants mutually agreeable to the Investor and AEP Holdco) (the “Independent Accountants”) to resolve such dispute. The Independent Accountants shall review only those items contained in the Dispute Notice that remain in dispute between AEP Holdco and the Investor. In connection with the engagement of the Independent Accountants, AEP Holdco and the Investor will execute such engagement, indemnity and other agreements as the Independent Accountants may reasonably require as a condition to such engagement. As promptly as practicable, but in any event within thirty (30) days after the selection of the Independent Accountants and execution of such engagement, indemnity or other agreements and based solely on (i) a written submission provided by each of the Investor and AEP Holdco to the Independent Accountants within ten (10) days following the Independent Accountants’ selection (and without independent investigation on the part of the Independent Accountants) and (ii) the terms and provisions of this Agreement, the Independent Evaluator Accountants will determine whether the Post-Closing Statement requires adjustment in accordance with the terms of this Agreement. Once appointed, the Independent Accountants shall render a decision which sets forth the positions have no ex parte communications with any of the Parties concerning dispute. All communications between AEP Holdco or the Investor, on the one hand, and the Independent Evaluator's rationale Accountants, on the other hand, shall be conducted in writing, with copies sent simultaneously to AEP Holdco and the Investor, as applicable, or at a meeting (whether in-person or by electronic communications) involving both AEP Holdco and the Investor where AEP Holdco and the Investor have been provided advance notice. In resolving any disputed item, the Independent Accountants may not assign a value to any item in dispute (A) greater than the greatest value claimed for his such item in AEP Holdco’s proposed value for such disputed item as set forth in the Statement or her decisions on the Post-Closing Statement, as applicable, or the Investor’s proposed value for such disputed issuesitem as set forth in the Dispute Notice, or (B) lower than the least value claimed for such item in AEP Holdco’s proposed value for such disputed item as set forth in the Statement or the Post-Closing Statement, as applicable, or the Investor’s proposed value for such disputed item as set forth in the Dispute Notice. The Independent Accountants shall (x) act as an expert and not as an arbitrator and (y) consider only those items and amounts in the Investor’s and AEP Holdco’s respective calculations in the Post-Closing Statement or the Investor’s proposed value for such disputed item as set forth in the Dispute Notice, including each of the components thereof, that are in the Dispute Notice and identified as being items and amounts to which the Investor and AEP Holdco have been unable to agree. AEP Holdco and the Investor will each bear its own legal fees and other costs of presenting its case to the Independent Accountants. The Post-Closing Statement, to the extent finally determined by the Independent Accountants and reflecting any non-disputed item, shall become the “Final Closing Statement”. Upon resolution of the items in the Dispute Notice by the Independent Accountants, the fees and expenses of the Independent Evaluator shall Accountants will be paid borne by Company up to AEP Holdco and the first $30,000 Investor proportionately based on the relative success of each of them in resolving the items in the Dispute Notice, as determined by the Independent Accountants (i.e., so that the more successful Party bears a lesser proportion of such fees and costs; above those amountsexpenses), and AEP Holdco and the Party that is not Investor shall make any necessary true-up payments between themselves to accomplish the prevailing Party shall be responsible for foregoing with respect to any such fees and costs; providedexpenses advanced to the Independent Accountants prior to such resolution. Notwithstanding anything to the contrary, if neither in no event shall any costs or expenses of any Party is under this Section 1.2(c) (including the prevailing Party, then the fees and costs preparation of the Post-Closing Statement and any expenses allocated to any Party in engaging the Independent Evaluator above $30,000, shall Accountant) be borne equally by the Parties. The Independent Evaluator in rendering his Company or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESits Subsidiaries.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) 5 (Failure to Reach Agreement) of this Attachment U (Renewable Portfolio Standards), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. Evaluator In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. . (a) Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: days: i. The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; ; ii. How Seller would implement such measures; ; iii. Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such November 2011 Version revised definition of "renewable electrical energy" energy under the RPS Amendment in question; ; iv. The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and and v. Contractual consequences for non-performance that are commercially reasonable under the circumstances. . (b) Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. . (c) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. . (d) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. . (e) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed November 2011 Version over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESNovember 2011 Version ARTICLE 1 DEFINITIONS………………………………………………………………. 2

Dispute. If Company decides to declare a dispute as a result No later than six Business Days following receipt by Seller of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) Asset Statement (Failure to Reach Agreementthe “Objection Deadline Date”), it Seller shall provide deliver written notice to that effect to Seller. Within 20 Days Buyer of delivery of such notice any dispute Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially has with respect to the consequences preparation or content of non-performance the statement (the “Notice of Dispute”). If Seller does not deliver to Buyer the Notice of Dispute by Xxxxxx the Objection Deadline Date, the Asset Statement will be final, conclusive, and binding on the parties to this Agreement and Buyer and Seller shall promptly prepare and deliver to Escrow Agent a joint written instruction instructing the Escrow Agent to pay Seller the Interim Payment from the Escrow Funds. Seller and Buyer shall negotiate in good faith to resolve the matters specifically identified in the Notice of Dispute. If Seller and Buyer, notwithstanding such good faith effort, fail to resolve such disputed matters within 15 days after Seller delivers the Notice of Dispute to Buyer, then Seller and Buyer shall jointly engage a mutually agreed financial services firm (the “Arbitration Firm”) to resolve such remaining items (the “Unresolved Disputes”). As promptly as practicable thereafter, Seller and Buyer shall each prepare and submit a presentation to the RPS Modifications. In addition Arbitration Firm with respect to the RPS Modifications DocumentUnresolved Disputes. The Arbitration Firm shall be instructed to resolve the Unresolved Disputes and make a final determination of the Assets and any Interim Payment due, based upon the Independent Evaluator resolution of the Unresolved Disputes, and not to otherwise investigate such matters independently. The Arbitration Firm shall render be instructed (i) not to make any determination for an amount outside the range of the amounts disputed by Seller and Buyer, and (ii) to make a decision final determination within 30 days from the date on which sets the Unresolved Disputes were submitted to the Arbitration Firm. The final determination by the Arbitration Firm shall be final, conclusive, and binding, and Buyer and Seller shall deliver a joint written instruction to the Escrow Agent setting forth the positions of settlement and instructing the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesEscrow Agent to pay Seller from the Escrow Funds in accordance with such final determination. The fees and costs disbursements of the Independent Evaluator Arbitration Firm shall be paid by Company up allocated between Seller and Buyer in the same proportion as the ratio of the aggregate amount of the Unresolved Disputes so submitted to the first $30,000 of Arbitration Firm that are unsuccessfully disputed by each such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally party (as finally determined by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over Arbitration Firm) to the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESaggregate amount of Unresolved Disputes submitted.

Dispute. If Company decides Seller will provide to declare Purchaser within 30 days after Purchaser’s delivery of the Final Statement a dispute notice to Purchaser disagreeing with any such calculation and setting forth Seller’s calculation of the Final Closing Tangible Net Assets (the “Seller’s Objection”), which shall describe in reasonable detail the specific nature and amount of each disagreement and shall state in reasonable detail all bases upon which Seller believes the Final Statement is not in conformity with Section 1.04. Seller shall be deemed to have agreed with all other items and amounts contained in the Final Statement that are not specifically identified as a result disagreement in the Seller’s Objection. If Seller shall fail to deliver a Seller’s Objection within such 30-day period, Seller shall be deemed to have agreed with Purchaser as to the Final Statement. Purchaser and Seller will negotiate in good faith any disagreements contained in the Seller’s Objection during the 30-day period immediately following the delivery of the failure Seller’s Objection. If Purchaser and Seller agree to reach agreement a Final Statement and execute a RPS Modifications Document pursuant to calculation of the Final Closing Tangible Net Assets within such 30-day period, the appropriate party will make the payment contemplated by Section 3.4(d1.04(d) or (Failure to Reach Agreemente), it shall provide written notice as applicable. If Purchaser and Seller, notwithstanding these good faith efforts, fail to that effect agree on a Final Statement and calculation of the Final Closing Tangible Net Assets, then as promptly as practicable (but in any event within 10 Business Days after expiration of such 30-day period), Purchaser and Seller jointly will engage the firm of Cxxxx Cxxxxx and Company LLP or such other nationally recognized accounting firm mutually selected by Purchaser and Seller (the “Accounting Firm”) to resolve any dispute. As promptly as practicable thereafter (but in any event within 15 Business Days of engagement of the Accounting Firm), Purchaser and Seller will each prepare and submit a presentation to the Accounting Firm setting forth such party’s proposed version of a Final Statement and calculation of the Final Closing Tangible Net Assets. The scope of the disputes to be resolved by the Accounting Firm will be limited to whether such Final Statements and calculations were prepared in accordance with this Section 1.04, and the Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed (except to the extent required by the Accounting Principles). As soon as practicable thereafter (but in any event within 20 Business Days), Purchaser and Seller will instruct the Accounting Firm to render a determination of Final Closing Tangible Net Assets, such determination to be based solely upon the presentations by Purchaser and Seller. Within 20 Days of delivery of In making such notice Seller determination, the Accounting Firm will act as an expert and Company shall agree upon not as an Independent Evaluator arbitrator in conducting its analysis, and may not assign a value to resolve Final Closing Tangible Net Assets greater than the dispute regarding a RPS Modifications Documentgreatest value claimed by either party or less than the smallest value for Final Closing Tangible Net Assets claimed by either party. The Independent Evaluator shall be reasonably qualified All fees and expert in renewable energy power generation, matters expenses relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate levelwork, if any, of RPS Pricing Impact to be performed by the Accounting Firm shall be borne pro rata as between Purchaser, on the one hand, and Seller, on the other hand, in light proportion to the allocation of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel dollar value of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments amounts remaining in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied dispute between Purchaser and Seller made by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within Accounting Firm such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless prevailing party pays the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition lesser proportion of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally expenses. All determinations made by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over Accounting Firm will be final, conclusive and binding on the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESparties.

Dispute. If Company decides to declare a dispute as a result Following delivery of the failure Alteris Notice to reach agreement RSOL, RSOL will have two (2) Business Days to determine whether the Alteris Final Financing Documents contain the Contemplated Benefits. If, following delivery of the Alteris Notice, RSOL does not give the Company Agent notice of RSOL’s determination that the Alteris Final Financing Documents do not contain the Contemplated Benefits within such two (2) Business Day period, then the Closing Merger Consideration shall be 8,700,000 shares of RSOL Common Stock (as adjusted for stock splits, stock dividends, reverse stock splits, reclassifications and execute a RPS Modifications Document pursuant the like that occur following the date of this Agreement) as provided above and such amount will be final and binding upon the Parties. If, within such two (2) Business Day period, RSOL gives notice to Section 3.4(d) the Company Agent of RSOL’s determination that the Alteris Final Financing Documents do not contain the Contemplated Benefits (Failure stating in reasonable detail the terms missing from the Alteris Final Financing Documents that cause RSOL to Reach Agreementbelieve that the Alteris Final Financing Documents do not contain the Contemplated Benefits), it then RSOL and the Company Agent shall provide written notice attempt, in good faith, to that effect resolve such dispute. If RSOL and the Company Agent are unable to Seller. Within 20 resolve such dispute within ten (10) Business Days of after delivery of such notice Seller and Company shall agree upon an Independent Evaluator of objection, then such dispute will be submitted for resolution to resolve Xxxxx Xxxxxxxx (the dispute regarding a RPS Modifications Document“Arbitrator”). The Independent Evaluator Arbitrator shall be reasonably qualified and expert in renewable energy power generation, matters relating to engaged within five (5) Business Days after the Performance Standards, financing, and power purchase agreementsexpiration of such ten (10) Business Day period. If either RSOL or the Parties are unable Company Agent fails to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially take action with respect to the consequences matter referred to in the previous sentences of non-performance by Xxxxxx this Section 3.2(c), then the other Party may engage the Arbitrator on behalf of all Parties. The Arbitrator shall make such review and examination of the relevant facts and documents as the Arbitrator deems appropriate for purposes of resolving the dispute, and only the dispute, and each of RSOL and the Company Agent shall be afforded the same opportunity to present to the RPS Modifications. In addition Arbitrator material related to the RPS Modifications Documentdispute, and to make a written presentation of their respective positions; provided, however, that the Arbitrator shall require all facts, documents and presentations from RSOL and the Company Agent to be completed or submitted within five (5) Business Days after the Arbitrator has been engaged. Within five (5) Business Days after the date required for completion of presentations and the submission of such facts, documents and written presentations, and regardless of whether such submissions have been made, the Independent Evaluator Arbitrator shall render a resolve the dispute by selecting either RSOL’s position that the Alteris Final Financing Documents do not contain the Contemplated Benefits, or the Company Agent’s position that the Alteris Final Financing Documents contain the Contemplated Benefits. Such decision which sets forth shall be final and binding upon the positions Parties without further recourse or collateral attack. All of the fees costs and expenses of the Arbitrator in connection with the dispute resolution process contemplated by this Section 3.2(c) (including the Arbitrator’s fees, but exclusive of attorneys’ fees) shall be borne by the Party (either RSOL or the Company Agent) whose position the Arbitrator did not select. The Arbitrator shall not preside over any hearing of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesnor permit the Parties to make any oral arguments. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally Except as otherwise agreed by the Parties. The Independent Evaluator , the Closing Date shall be postponed for such time as is necessary to permit the completion of the dispute resolution process and final adjustment set forth in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESthis Section 3.2(c) and Section 3.2(d).

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d3.4(D) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. . (1) Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: : (a) The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; ; (b) How Seller would implement such measures; ; (c) Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" energy under the RPS Amendment in question; ; (d) The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and and (e) Contractual consequences for non-performance that are commercially reasonable under the circumstances. . (2) Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. . (3) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. . (4) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. . (5) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by Seller of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Net Liabilities Statement, it Seller shall provide deliver written notice (the "Notice of Disagreement") to that effect to Seller. Within 20 Days Buyer of delivery of such notice any dispute Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially has with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions preparation or content of the Parties and Independent Evaluator's rationale for his Net Liabilities Statement or her decisions on disputed issuesthe Final Net Liabilities reflected therein. The fees Notice of Disagreement must describe in reasonable detail the items contained in the Net Liabilities Statement that Seller disputes and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible basis for any such fees disputes. If Seller does not notify Buyer of a dispute with respect to the Net Liabilities Statement within such 30-day period, such Net Liabilities Statement and costs; providedthe Final Net Liabilities reflected therein will be final, if neither Party conclusive and binding on the Parties. In the event a Notice of Disagreement is the prevailing Partydelivered to Buyer, Buyer and Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fourteen (14) days after Seller advises Buyer of its objections, then Buyer and Seller jointly shall engage the Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.7(b). Seller and Buyer shall use reasonable efforts to cause the Arbitration Firm to render a written decision resolving the matters submitted to the Arbitration Firm within thirty (30) days of the making of such submission. The Arbitration Firm shall determine whether and to what extent the Net Liabilities Statement and the Final Net Liabilities reflected therein require adjustment. The Arbitration Firm is not to make any other determination. The Arbitration Firm's decision shall be based solely on written submissions by Seller and Buyer and their respective representatives and not by independent review. The Arbitration Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. Buyer and Seller shall share equally the fees and costs expenses of the Independent Evaluator above $30,000, shall be borne equally Arbitration Firm. All determinations made by the Arbitration Firm will be final, conclusive and binding on the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result Within 30 days following receipt by the Seller of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Post-Closing Statement, it the Seller shall provide deliver written notice to that effect to Seller. Within 20 Days the Buyer of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the any dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially has with respect to the consequences Post-Closing Statement (the “Post-Closing Statement Objection”) setting forth a specific description of the basis of the Post-Closing Statement Objection, the adjustments to the Post-Closing Statement which the Seller believes should be made, and the Seller’s calculation of the Final Working Capital and the Closing Purchase Price as adjusted thereby. The Seller shall be deemed to have accepted any items not specifically disputed in the Post-Closing Statement Objection. Failure to so notify the Buyer within such 30-day period shall constitute acceptance and approval of the Buyer’s calculation of the Final Working Capital and the Closing Purchase Price set forth in the Post-Closing Statement. During such 30-day period, the Buyer shall, at the request of the Seller, on reasonable prior notice from the Seller and during normal business hours, afford the Seller reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Working Capital) and otherwise reasonably cooperate with the Seller in connection with its preparation of the Post-Closing Statement Objection. The Buyer shall have 30 days following the date it receives the Post-Closing Statement Objection to review and respond to the Post-Closing Statement Objection. If the Seller and the Buyer are unable to resolve all of their disagreements with respect to the determination of the foregoing items by the 30th day following the Buyer’s response to the Post-Closing Statement Objection, after having used their good-faith efforts to reach a resolution, either the Seller or the Buyer shall refer their remaining differences to Ernst & Young or, if such firm refuses to accept such engagement, another nationally recognized firm of independent public accountants as to which the Seller and the Buyer mutually agree acting promptly and in good faith (in either case, the “CPA Firm”) to resolve their dispute. The CPA Firm will act as an expert, not an arbitrator. As promptly as practicable, and in any event not more than 15 days after the CPA Firm is engaged, the Seller and the Buyer shall each prepare and submit a written presentation detailing each Party’s complete statement of proposed resolution of the dispute to the CPA Firm. As soon as practicable thereafter, the Seller and the Buyer shall cause the CPA Firm to choose either the Seller’s or the Buyer’s positions based solely upon the written presentations of the Seller and the Buyer. The CPA Firm shall make such determination with respect to the Final Working Capital in accordance with the Accounting Methods on a basis consistent with the Estimated Working Capital, and, in each case, only with respect to the specific remaining accounting-related differences so submitted in such written presentations. In resolving any such unresolved disputed item, the CPA Firm will not assign a value to any item greater than the greatest value claimed for such item by either Party or lower than the lowest value claimed for such item by either Party in the Post-Closing Statement and the Post-Closing Statement Objection. The Party whose position is not accepted by the CPA Firm shall be responsible for and pay all of the fees and expenses of the CPA Firm. The Buyer and the Seller each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. The Seller and the Buyer shall request that the CPA Firm use its best efforts to render its determination within 45 days after referral. All determinations made by the CPA Firm will be limited to the matters submitted to the CPA Firm by the Buyer and the Seller and shall be final, conclusive and binding on the Parties, and none of the Buyer, the Seller or any of their respective Affiliates shall seek further recourse from Governmental Authorities, other than to enforce the CPA Firm’s determination. Judgment may be entered to enforce such determination in any court of competent jurisdiction. The Seller and the Buyer shall make reasonably available to the CPA Firm all relevant books and records, any work papers (including those of the Parties’ respective accountants) and supporting documentation relating to the Post-Closing Statement and all other items reasonably requested by the CPA Firm. The “Final Statement” shall be (i) the Post-Closing Statement in the event that (A) no Post-Closing Statement Objection is delivered to the Buyer during the initial 30-day period specified above or (B) the Seller and the Buyer so agree in writing, (ii) the Post-Closing Statement, adjusted in accordance with the Post-Closing Statement Objection, in the event that (A) the Buyer does not respond to the Post-Closing Statement Objection during the 30-day period specified above following receipt by the Buyer of the Post-Closing Statement Objection or (B) the Seller and the Buyer so agree in writing or (iii) the Post-Closing Statement, as adjusted pursuant to the agreement of the Buyer and the Seller or as determined by the CPA Firm together with any other modifications to the Post-Closing Statement agreed upon in writing by the Seller and the Buyer prior to the determination by the CPA Firm. Any adjustment or non-performance by Xxxxxx as adjustment to the RPS ModificationsPurchase Price shall not form the basis for any claim for damages pursuant to this Agreement. In addition The Parties’ payment obligations under this Section 2.5 will not be subject to offset or reduction by reason of any actual or alleged breach of, or inaccuracy in, any representation, warranty, covenant or agreement contained in this Agreement or the RPS Modifications DocumentAncillary Agreements, and any right or alleged right of indemnification hereunder or for any other reason. The process set forth in this Section 2.5(c) shall be the Independent Evaluator shall render a decision which sets forth the positions sole and exclusive remedy of the Parties and Independent Evaluator's rationale their respective Affiliates for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up any disputes related to the first $30,000 Closing Purchase Price or the Purchase Price and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith. For the avoidance of such fees and costs; above those amountsdoubt, the Party Parties acknowledge and agree that is the calculations to be made pursuant to this Section 2.5 are not intended to be used to adjust for errors or omissions, under GAAP or otherwise, that may be found in the prevailing Party shall be responsible for Year-end Financial Information or the Target Working Capital. No event, act, change in circumstances or similar development, including any such fees and costs; providedmarket or business development or changes in GAAP or applicable Law, if neither Party is arising or occurring after the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000Closing, shall be borne equally by taken into consideration in the Parties. The Independent Evaluator calculations to be made pursuant to this Section 2.5 (even if GAAP would require such matter to be taken into consideration in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESsuch calculations).

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to SellerSubscriber Organization. Within 20 Days of delivery of such notice Seller Subscriber Organization and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in questioncompliance; How Seller Subscriber Organization would implement such measurescomply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in questionPerformance Standards Revision(s); The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller Subscriber Organization to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller Subscriber Organization to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) SellerSubscriber Organization's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Subscriber Organization as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by Seller of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Closing Statement, it Seller shall provide deliver written notice to that effect to Seller. Within 20 Days of delivery of such notice Purchaser if Seller and Company shall agree upon an Independent Evaluator to resolve disputes any calculation or item set forth in the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsClosing Statement. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment Seller does not notify Purchaser of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially dispute with respect to the consequences Closing Statement within such thirty (30)-day period, such Closing Statement will be final, conclusive and binding on the parties, and the Closing Statement shall be deemed to set forth the final Closing Working Capital, Closing Working Capital Adjustment, Closing Cash, Closing Transaction Tax Benefits, Closing Assumed Indebtedness, Company Transaction Expenses and Purchase Price (the “Final Purchase Price”), in each case, for purposes of non-performance determining the Actual Adjustment. In the event of a notification of such dispute, Purchaser and Seller shall negotiate in good faith to resolve such dispute. If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Seller advises Purchaser of its objections, then Purchaser and Seller jointly shall engage either Deloitte & Touche LLP or KPMG LLP, provided that if Deloitte & Touche LLP and KPMG LLP are unwilling or unable to accept such engagement, then Purchaser and Seller shall jointly engage another nationally or regionally recognized accounting firm that is not presently providing and has not provided either party or their Affiliates with services in the last two (2) years, as mutually agreed upon by Xxxxxx Purchaser and Seller (the “Accounting Firm”) to resolve such dispute. As promptly as practicable thereafter, Purchaser and Seller shall each prepare and submit a presentation to the RPS Modifications. In addition Accounting Firm regarding the differences, and only such differences, with respect to the RPS Modifications DocumentClosing Statement. As soon as practicable thereafter, Purchaser and Seller shall cause the Independent Evaluator shall render a decision which sets forth the positions Accounting Firm to choose one of the Parties parties’ positions based solely upon the presentations by Purchaser and Independent Evaluator's rationale for his or her decisions Seller. Purchaser and Seller shall instruct the Accounting Firm to make its determination based solely on disputed issuespresentations by Purchaser and Seller that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The fees and costs expenses of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, Accounting Firm shall be borne equally by Purchaser and Seller in inverse proportion to their success on the merits in the resolution of the items in dispute. All determinations made by the PartiesAccounting Firm will be final, conclusive and binding on the parties, and not subject to any further adjustment under Article IX or otherwise. The Independent Evaluator Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(c) and, as so revised, such Closing Statement shall be deemed to set forth the final Closing Working Capital, Closing Working Capital Adjustment, Closing Cash, Closing Transaction Tax Benefits, Closing Assumed Indebtedness, Company Transaction Expenses and Final Purchase Price, in rendering his or her decision each case, for all purposes hereunder (including the determination of the Actual Adjustment). The procedures set forth in this Section 2.3 for resolving disputes in this Section 2.3 shall also state which Party prevailed over be the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESsole and exclusive method for resolving any such dispute.

Dispute. If Company decides to declare a dispute as a result Within sixty (60) days following receipt by Seller of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) Final Closing Statement (Failure to Reach Agreementthe “Dispute Period”), it Seller shall provide deliver written notice (a “Dispute Notice”) to that effect to Seller. Within 20 Days Buyer of delivery of such notice any disagreement Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially has with respect to the consequences preparation or content of non-performance by Xxxxxx as the Final Closing Statement. Notwithstanding anything herein to the RPS Modificationscontrary, the timeline for Seller to provide the Dispute Notice shall be extended on a day-for-day basis in the case of any undue material delay by Buyer in providing Seller access to materials reasonably requested by Seller pursuant to Section 2.3(d) if such material delay actually and materially impairs Seller from delivering a Dispute Notice within the Dispute Period. If Seller does not provide Buyer with a Dispute Notice related to the Final Closing Statement within the Dispute Period, such Final Closing Statement will be final, conclusive and binding on the Parties. In addition the event Seller provides Buyer with a Dispute Notice, Buyer and Seller shall negotiate in good faith to resolve any disagreements related thereto. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve any disagreement contained in the Dispute Notice within thirty (30) days after Seller provides Buyer with such Dispute Notice, then Buyer and Seller jointly shall engage and instruct a nationally recognized firm of independent accountants as may be mutually acceptable to Buyer and Seller (the “Accounting Firm”) to resolve any such unresolved disagreement(s). Seller and Buyer shall jointly instruct the Accounting Firm that it (i) shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3, Exhibit B and the defined terms contained herein, (iii) shall render its decision within sixty (60) days after the referral of the dispute to the RPS Modifications DocumentAccounting Firm for a decision pursuant hereto, or such longer time period as mutually agreed to by the Parties, (iv) shall not assign a value to any item greater than the greatest value for such item claimed by either Party in the Final Closing Statement or the Dispute Notice or less than the smallest value for such item claimed by either Party in the Final Closing Statement or the Dispute Notice, and (v) shall make its decision solely on written materials submitted by the Parties, including any responses to interrogatories issued by the Accounting Firm, and shall not conduct an independent review. As promptly as practicable following the Accounting Firm’s engagement, Bxxxx and Seller shall each prepare and submit a written presentation to the Accounting Firm. Within ten (10) Business Days following delivery of the presentations, Buyer and Seller may each submit a written response to the other Party’s presentation. As soon as practicable thereafter, the Independent Evaluator Accounting Firm shall render a written decision based solely on the respective presentations setting forth in reasonable detail the basis for its decision. Neither Seller, Buyer nor the Company (and none of their respective representatives) shall have any ex parte conversation(s) or meeting(s) with the Accounting Firm without the prior consent of (x) with respect to Seller, Buyer and (y) with respect to Buyer or the Company, Seller. The fees, costs and expenses of the Accounting Firm shall be allocated to and borne by Bxxxx, on the one hand, and Seller, on the other hand, based on the inverse of the percentage that the Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accounting Firm. For example, should the items in dispute total $1,000 and the Accounting Firm awards $600 in favor of Bxxxx’s position, sixty percent (60%) of the costs of its review would be borne by Seller, and forty percent (40%) of the costs would be borne by Buyer. All determinations made by the Accounting Firm shall be final, conclusive and binding on the Parties. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which sets such determination is to be enforced. The process set forth in this Section 2.3(c) shall be the positions exclusive remedy of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees disputes related to items required to be reflected on the Final Closing Statement or included in the calculation of Net Working Capital, Closing Cash Balance, Company Debt and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESSelling Expenses.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(d) 22.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 twenty (20) Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Performance Standards Revision Document. The Independent Evaluator shall be reasonably qualified and expert in renewable battery energy power generationstorage systems, matters relating to the Performance Standards, financing, and energy storage power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 thirty (30) Days of the application. . (a) Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 fifteen (15) Days: : (i) The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); (ii) The technical and operational feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s) and likelihood of "renewable electrical energy" under the RPS Amendment in question; compliance; (iii) How Seller would implement such measures; comply with the Performance Standard (iv) Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; associated (v) The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and and (vi) Contractual consequences for non-performance that are commercially reasonable under the circumstances. . (b) Within 90 ninety (90) Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 forty-five (45) Days, to render a decision. . (c) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's ’s records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. . (d) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aaA) Seller's RPS ’s Performance Standards Modifications, ; (bbB) pricing terms that incorporate the RPS Performance Standards Pricing Impact, ; and (ccC) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. the (e) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, that, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, 30,000 shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. (a) If Company decides the Seller and Buyer fail to declare a dispute as a result agree the amount of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Completion Adjustment within 10 Business Days of delivery the Completion Adjustment Dispute Notice, the parties' Representatives must meet at least once and confer in good faith in attempt to agree the amount of the Completion Adjustment. (b) If the parties' Representatives do not resolve the Dispute in respect of the Completion Adjustment Dispute Notice, or otherwise fail to meet, then each party shall within 20 Business Days after the Completion Adjustment Dispute Notice refer the Dispute to the Chief Executive Officers of their respective Ultimate Holding Companies to settle the Dispute. The Chief Executive Officers must meet within 30 Business Days of the Completion Adjustment Dispute Notice (or such notice longer period agreed in writing) and confer in good faith until such time that they resolve the Dispute. (c) If the Chief Executive Officers have met but not resolved the Dispute, or otherwise fail to meet, within 40 Business Days from the date of the Completion Adjustment Dispute Notice (or such longer period agreed in writing) the Completion Statement must promptly be submitted for determination to the Independent Accountant to determine the matter or matters in dispute in accordance with the following provisions of this clause 8.3. (d) The Independent Accountant must be agreed by the Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsBuyer. If the Parties Seller and the Buyer cannot agree the Independent Accountant within 45 Business Days of a Completion Adjustment Dispute Notice, then either the Seller or the Buyer may request that the Chair of the Resolution Institute (Chair) nominate the Independent Accountant. If it is not possible for the parties to request that the Chair nominate the Independent Accountant or the Chair otherwise fails to nominate the Independent Accountant, either the Buyer or the Seller may request that the President of the Western Australia Law Society (President) nominate the Independent Accountant (in which case all references to ‘Chair’ in clause 8.3(e) and clause 8.3(i) are unable to agree upon be read as references to ‘President’). (e) If the Seller or the Buyer requests that the Chair nominate the Independent Accountant, the parties must comply with all requirements of the Chair for the provision of that nomination including to provide the Chair with: (i) a copy of relevant provisions of this agreement; (ii) an executed copy of any release or similar document required by the Chair; (iii) a description of the dispute or issue to be resolved by the Independent Evaluator within such 20-Day periodAccountant, Company shall apply being the dispute in relation to the PUC for Completion Statement; and (iv) the appointment of an Independent Evaluatorapproximate value of, and the technical area involved in, the dispute. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one Chair nominates a list of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if notAccountant rather than one particular person, the PUC shall appoint another qualified first person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, named on that list will be the Independent Evaluator shall request the Parties to address the following Accountant. (f) The disputed matters within the next 15 Days: The reasonable measures required to must be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available referred to the Independent EvaluatorAccountant by written submission which must include the Completion Statement, but neither Party shall be entitled the Completion Adjustment Dispute Notice, any response to participate in any meetings with personnel the Completion Adjustment Dispute Notice and an extract of the other Party relevant provisions of this agreement. The Independent Accountant must also be instructed to finish its determination no later than 20 Business Days after its appointment (or review of another period agreed by the other Party's records. However, Seller and the Buyer). (g) The Seller and the Buyer must promptly supply the Independent Evaluator will have the right to conduct meetingsAccountant with any information, hearings or oral arguments assistance and cooperation requested in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied writing by the Independent Evaluator Accountant in rendering connection with its determination. All correspondence from the Independent Accountant to a party must be copied to the other parties. The Independent Accountant must promptly provide the parties with any correspondence received from other parties, provided that if the Independent Accountant has requested submissions or information from the Seller and the Buyer on the same topic, it must only provide such correspondence to the Seller and the Buyer after it has received a substantive response from both the Seller and the Buyer. (h) The Independent Accountant must act as an expert and not as an arbitrator and its written determination will be final and binding on the parties in the absence of manifest error and the Completion Statement will be deemed to be amended accordingly and will be taken to comprise the final Completion Statement and will be final and binding on the parties. (i) The costs of the: (i) Chair (if requested) in providing his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition nomination of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise)Accountant; and (ii) Independent Accountant (if it is technically or operationally feasible for instructed), will be borne by the Seller as to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impactone half, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Buyer as to the RPS Modifications. In addition to the RPS Modifications Documentone half unless, the Independent Evaluator shall render a decision which sets forth the positions in respect of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up Accountant only, the Independent Accountant decides otherwise having regard to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs relative position of the Independent Evaluator above $30,000, shall be borne equally by parties on the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESdisputed matters.

Dispute. If Company decides to declare Tenant disputes an adjustment submitted by Landlord or a ------- proposed increase or decrease in the Estimated Payment, Tenant shall give Landlord notice of such dispute as a result within 180 days after Tenant's receipt of the failure adjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to reach agreement dispute the particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants hired on a noncontingency basis and execute providing a RPS Modifications Document pursuant full range of accounting services or which is a national or regional full-service accounting firm that is hired by Tenant on a contingency or noncontingency basis ("Tenant's Accountants") to Section 3.4(dverify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease and to audit Landlord's books and records pertaining to Operating Expenses. Landlord shall cooperate (without charge) (Failure to Reach Agreement)in permitting any such audit, it provided that such audit shall provide written be conducted during Ordinary Business Hours during weekdays, upon reasonable prior notice to that effect to Seller. Within 20 Days of delivery Landlord and scheduling of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Documentaudit. The Independent Evaluator person conducting the examination on behalf of Tenant shall be reasonably qualified and expert in renewable energy power generation, matters relating enter into a confidentiality agreement satisfactory to the Performance Standards, financing, and power purchase agreementsLandlord. If the Parties are unable Tenant's Accountants determine that an error has been made, Landlord's Accountants and Tenant's Accountants shall endeavor to agree upon an Independent Evaluator within the matter, failing which such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party matter shall be entitled submitted to participate in any meetings an independent certified public accountant selected by Landlord, with personnel of the other Party or review of the other PartyTenant's recordsreasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied All costs incurred by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible Tenant for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) SellerTenant's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator Accountants shall be paid for by Company up Tenant unless Tenant's Accountants disclose an error, acknowledged by Landlord's Accountants (or found to have occurred through the first $30,000 above independent determination), of more than 5% in the computation of the total amount of Operating Expenses, in which event Landlord shall pay the reasonable costs incurred by Tenant to obtain such audit, provided that the amount of such fees and costs; above those amounts, the Party that is not the prevailing Party reimbursement shall be responsible for based on a reasonable hourly rate and reasonable out-of-pocket expenses and not any such fees and costs; providedcontingency fee. Notwithstanding the pendency of any dispute, if neither Party Tenant shall continue to pay Landlord the amount of the Estimated Payment or adjustment determined by Landlord's Accountants until the adjustment has been determined to be incorrect. If it is determined that any portion of the prevailing PartyOperating Expenses were not properly chargeable to Tenant, then Landlord shall promptly credit or refund the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESappropriate sum to Tenant.

Dispute. Notwithstanding the foregoing, if prior to 5:00 p.m. (New York time) on the fourth Business Day after the date on which the Non-Claiming Party receives the Escrow Agent Notice, written notification is delivered to the Escrow Agent from the Non-Claiming Party (with a copy simultaneously delivered to the party delivering the Claim Notice (the “Claiming Party”)) stating that the Non-Claiming Party disputes in good faith the truth or accuracy of any statement contained in the Claim Notice (the “Dispute Notice”), which Dispute Notice shall include the basis of such dispute in reasonable detail, then the Escrow Agent shall hold the Assignor Payment Amount specified in the Assignor Claim Notice or the Buyer Payment Amount, as applicable specified in the Assignee Claim Notice pending a resolution, as hereafter provided. If Company decides to declare a dispute as a result within ten business days after delivery of the failure Dispute Notice, the Claiming Party and the Non-Claiming Party do not deliver to reach agreement the Escrow Agent joint instructions regarding the payment of the Assignor Payment Amount set forth in the Assignor Claim Notice or the Buyer Payment Amount, as applicable set forth in the Assignee Claim Notice, then the matter shall be promptly submitted to a mediator that is acceptable to both the Claiming Party and execute a RPS Modifications Document pursuant to Section 3.4(d) the Non-Claiming Party (Failure to Reach Agreementthe “Mediator”), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding together with a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one copy of the persons or entities qualified to serve as an Independent Observer to be Claim Notice and the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within Dispute Notice and such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate levelother specific documentation, if any, of RPS Pricing Impact in light of as the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator Mediator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decisionrequest. The Parties Mediator shall assist resolve the Independent Evaluator throughout dispute within ten business days thereafter and shall direct the process of preparing its reviewEscrow Agent to pay the Assignor Payment Amount set forth in the Assignor Claim Notice, including making key personnel and records available or the Buyer Payment Amount, as applicable, as set forth in the Assignee Claim Notice, according to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are representedsuch resolution. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator Mediator shall be paid fifty percent (50%) by Company up to each of the first $30,000 of Claiming Party and the Non-Claiming Party; provided that Assignee and Assignors hereby agree and direct that in connection with any such fees and costs; above those amountsresolution by the Mediator which determines that the Dispute Notice was made in bad faith by the Non-Claiming Party, the Party that is not the prevailing Non-Claiming Party shall be responsible for any such fees and costs; provided, if neither Party is pay one hundred percent (100%) of the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, Mediator. The decision of the Mediator shall be borne equally final and binding on the parties hereto. In the event the parties are unable to jointly agree on the appointment of a Mediator within twenty (20) business days after delivery of a Dispute Notice, such matter shall be submitted to binding arbitration as provided in this Section 6(d), which shall be the sole and exclusive method of resolving such dispute. Arbitration shall be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association (the “AAA”) then in effect, except as modified herein. The arbitration shall be conducted before three arbitrators, of whom each party shall appoint one arbitrator within ten (10) days of the receipt by the Partiesrespondent of the demand for arbitration. The Independent Evaluator two arbitrators appointed by the parties shall appoint a third arbitrator, who shall serve as chair of the arbitral tribunal, within ten (10) days of the appointment of the second arbitrator. If any arbitrator is not appointed within the time limits provided herein and in rendering his or her decision the Rules, such arbitrator shall also state which be appointed by the AAA by using a list striking and ranking procedure in accordance with the Rules. Any arbitrator appointed by the AAA shall be experienced as an arbitrator. The hearing shall be held, if possible, within thirty (30) days of the appointment of the third arbitrator. The costs of arbitration shall be paid fifty percent (50%) by each of the Claiming Party prevailed over and the other Non-Claiming Party. The arbitration provisions set forth herein shall be governed by the Federal Arbitration Act, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES9 U.S.C. § 1 et seq.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(dSection‌‌‌‌ (a) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: : (1) The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s);‌‌‌ (2) The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in question; compliance;‌‌ (3) How Seller would implement such measures; comply with the Performance Standard Revision(s);‌ (4) Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; Performance Standards Revision(s);‌ (5) The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and and‌ (6) Contractual consequences for non-performance that are commercially reasonable under the circumstances. circumstances.‌ (b) Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. decision.‌ (c) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. terms.‌ (d) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if if‌ it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. issues.‌‌‌‌ (e) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides During the forty-five (45) days following delivery of a Dispute Notice, TUNI and the Management Holder Representative will seek in good faith to declare a dispute as a result resolve in writing any differences that they have with respect to all of the failure to Disputed Items. Any Disputed Item resolved in writing by TUNI and the Management Holder Representative will be deemed final, binding and conclusive on TUNI and the Management Holder Representative. If TUNI and the Management Holder Representative do not reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(don all of the Disputed Items during such forty-five (45) day period (Failure to Reach Agreementor such longer period as they shall mutually agree in writing), it shall provide written notice to that effect to Seller. Within 20 Days of delivery then at the end of such notice Seller forty-five (45) day (or longer) period, TUNI and Company shall agree upon an the Management Holder Representative will submit all unresolved Disputed Items (collectively, the “Unresolved Items”) to the Independent Evaluator Accountants to review and resolve the dispute regarding a RPS Modifications Documentsuch matters. The Independent Evaluator shall Accountants will determine each Unresolved Item as promptly as may be reasonably qualified practicable, and expert TUNI and the Management Holder Representative will instruct the Independent Accountants to endeavor to complete such process within a period of no more than thirty (30) days from the date the Unresolved Items are submitted thereto. The Independent **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission Accountants may conduct such proceedings as the Independent Accountants believe necessary and appropriate, in renewable energy power generationtheir sole discretion; provided that the Independent Accountants shall apply the provisions of this Agreement concerning determination of the applicable Put/Call Price Statement. In addition, matters relating except as TUNI and the Management Holder Representative may otherwise agree, all communications between TUNI and the Management Holder Representative or any of their respective representatives, on the one hand, and the Independent Accountants, on the other hand, will be in writing with copies simultaneously delivered to the Performance Standards, financing, and power purchase agreementsnon-communicating party. If the Parties are unable to agree upon an The Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one Accountants’ determination of the persons or entities qualified to serve Unresolved Items will be final, binding and conclusive on TUNI and the Management Holder Representative, effective as an Independent Observer to be of the date the Independent Evaluator; if not, Accountants’ written determination is received by TUNI and the PUC shall appoint another qualified person or entity to serve as Independent EvaluatorManagement Holder Representative. In its application, Company shall ask Each of TUNI and the PUC to appoint an Independent Evaluator within 30 Days Management Holder Representative (on behalf of the application. Promptly upon appointmentManagement Holders) will bear its own legal, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within accounting and other fees and expenses of participating in such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesdispute resolution procedure. The fees and costs expenses of the Independent Evaluator Accountants incurred pursuant to this Section 4.7(c) (the “Accounting Fees”) shall be paid by Company up allocated between TUNI, on the one hand, and the Management Holder Representative (on behalf of the Sellers), on the other hand as follows: a portion of the Accounting Fees equal to the first $30,000 product of such fees and costs; above those amountsthe Accounting Fees multiplied by a fraction, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party numerator of which is the prevailing Party, then the fees and costs aggregate dollar amount of the Unresolved Items resolved by the Independent Evaluator above $30,000Accountants in favor of TUNI and the denominator of which is the aggregate dollar amount of all Unresolved Items submitted to the Independent Accountants for resolution, shall be borne equally by allocated to the Parties. The Independent Evaluator in rendering his or her decision Management Holder Representative (on behalf of the Management Holders), and the remainder shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESbe allocated to TUNI.

Dispute. If Company decides to declare 15.1 In the event of a dispute as a result concerning the quality of the failure to reach agreement and execute Fuel the Purchaser must serve a RPS Modifications Document notice on NTPM within twenty-eight (28) days from the date the sample was extracted pursuant to Section 3.4(dclause 7.1. (“Dispute Notice”) 15.2 Within 7 days from receipt of the Dispute Notice NTPM shall nominate an independent laboratory to perform analysis of the Fuel samples. (“Nomination Notice”) 15.3 Within seven (7) days from receipt of the Nomination Notice the Purchaser shall reply to NTPM, otherwise the Purchaser shall be deemed to have accepted NTPM’s proposal and the independent laboratory proposed by NTPM will be appointed. 15.4 Both NTPM and the Purchaser agree to be bound by the results of the tests performed by the independent laboratory so appointed, which shall be final. 15.5 If NTPM and the Purchaser cannot agree on an independent laboratory to perform mutual analysis, or if the Purchaser fails to reply to NTPM’s notice hereof within seven (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery 7) days from receipt of such notice Seller and Company shall agree upon an Independent Evaluator notice, NTPM may at its sole discretion decide which laboratory to resolve perform the dispute regarding a RPS Modifications Document. The Independent Evaluator analysis, the results of which shall be reasonably qualified final and expert binding on all Parties involved. 15.6 The costs and expenses incurred in renewable energy power generationconducting such tests and analysis shall be borne by NTPM if the results are in favour of the Purchaser, matters relating or borne by the Purchaser if the results are in favour of NTPM. 15.7 In the event of any claim as to the Performance Standards, financing, and power purchase agreements. If quality of the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained Fuel delivered under the Competitive Bidding Framework is qualified and willing and available to serve as Independent EvaluatorAgreement, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party NTPM shall be entitled to participate in any meetings with personnel and the Purchaser shall permit and allow NTPM to attend on board the Vessel to carry out all necessary inspections and investigations, including but not limited to the inspection of the other Party or review of master’s logs and the other Party's Vessel’s engine records. However, the Independent Evaluator will have NTPM has the right to conduct meetingstake copies of all documents and to have unrestricted access to the Vessel’s engine spaces and take samples. In the event that NTPM is denied any permit or access, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards NTPM shall be applied by deemed to have a complete defence against such claim and the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator Purchaser shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIEShave no recourse against NTPM.

Dispute. If Company decides to declare the Stockholders’ Representative timely provides a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document Dispute Notice (or pursuant to Section 3.4(d) (Failure to Reach Agreement2.05(b), it shall provide written notice an “Earn Out Dispute Notice” (as defined therein)) to that effect to Seller. Within 20 Days Parent, the representatives of delivery Parent and the Stockholders’ Representative shall, within thirty (30) days following the date of such notice Seller and Company shall agree upon an Independent Evaluator the Dispute Notice or Earn Out Dispute Notice (the “Dispute Resolution Period”), attempt in good faith to resolve their differences and any resolution by them that is agreed by the dispute regarding a RPS Modifications Document. The Independent Evaluator parties in writing shall be reasonably qualified final, binding and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluatorconclusive. In its applicationconnection with any such dispute, Company shall ask each party will cooperate with the PUC other party to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties attempt to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within resolve such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its reviewdispute, including making key personnel and records available to the Independent Evaluatorsuch other parties personnel, but neither Party shall be entitled to participate in any meetings with personnel of the books and records, material and other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible information reasonably requested for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx making determinations as to the RPS Modificationsdispute and related computations. In addition If at the conclusion of the Dispute Resolution Period there are amounts still remaining in dispute (“Disputed Amounts”), then all amounts remaining in dispute shall be submitted for resolution to a recognizable, reputable and impartial certified public accounting firm that is mutually acceptable to Parent and the RPS Modifications DocumentStockholders’ Representative (the “Neutral Firm”). If Parent and the Stockholders’ Representative cannot agree upon a Neutral Firm within ten (10) days, a mediator selected by JAMS at the request of the parties shall choose a recognized, reputable, and impartial certified public accounting firm to act as the Neutral Firm. Within thirty (30) days from the date such Neutral Firm is retained, the Independent Evaluator Neutral Firm shall render a decision which sets forth resolve the positions amounts remaining in dispute between the parties and shall deliver its determination of the Parties amounts remaining in dispute, including a determination of any and Independent Evaluator's rationale for his or her decisions on disputed issuesall adjustments related thereto, in writing to Parent and the Stockholders’ Representative, which determination shall be final, binding and conclusive. The fees and costs expenses of the Independent Evaluator Neutral Firm shall be paid borne by Company up to Parent and the first $30,000 Stockholders’ Representative pro rata, such that Parent shall be responsible for a percentage of such fees and costs; above those amounts, the Party expenses that is not equal to the prevailing Party percentage of the Disputed Amounts that the Neutral Firm determines should be included in the Closing Working Capital Amount or calculation of EBITDA and the Stockholders’ Representative shall be responsible for any a percentage of such fees and costs; provided, if neither Party expenses that is equal to the prevailing Party, then the fees and costs percentage of the Independent Evaluator above $30,000Disputed Amounts that the Neutral Firm determines should not be included in the Closing Working Capital Amount or calculation of EBITDA. Notwithstanding any other provision of this Agreement, any portion of any payment due hereunder which is not in dispute shall be borne equally by paid to the Parties. The Independent Evaluator Company Stockholders in rendering his or her decision shall also state which Party prevailed over accordance with the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESterms of this Agreement.

Dispute. If Company decides to declare a dispute as a result Within forty-five (45) days following receipt by Sellers of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) Final Closing Statement (Failure to Reach Agreementthe “Dispute Period”), it SD Seller (on behalf of itself and the other Sellers) shall provide deliver written notice (a “Dispute Notice”) to Buyer of any disagreement that effect SD Seller (on behalf of itself and the other Sellers) has with respect to the content of the Final Closing Statement. Such Dispute Notice shall describe in reasonable detail the items contained in the Final Closing Statement with which Sellers disagree and, to the extent available, the basis for any such disagreement (including Sellers’ alternative calculation) and the amount of the disagreement. If SD Seller does not provide Buyer with a Dispute Notice related to the Final Closing Statement within the Dispute Period, such Final Closing Statement will be final, conclusive and binding on the Parties. In the event SD Seller provides Buyer with a Dispute Notice, Buyer and SD Seller (on behalf of itself and the other Sellers) shall negotiate in good faith to resolve any disagreements related thereto. The Parties acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply during such negotiations and any subsequent dispute arising therefrom. If Buyer and SD Seller, notwithstanding such good faith effort, fail to resolve any disagreement contained in the Dispute Notice within thirty (30) days after SD Seller provides Buyer with such Dispute Notice, then Buyer and SD Seller jointly shall engage and instruct a nationally recognized independent accounting firm as may be mutually acceptable to Buyer and SD Seller (the “Accounting Firm”) to resolve any such unresolved disagreement(s) only. Within 20 Days of delivery of such notice SD Seller and Company Buyer shall agree jointly instruct the Accounting Firm that it (i) shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator terms and conditions set forth in this Section 2.3 and Exhibit D, (iii) shall be render its decision as promptly as reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request practicable (with direction from the Parties to address do so within thirty (30) days after the following matters within referral of the next 15 Days: The reasonable measures required dispute to be taken the Accounting Firm for a decision pursuant hereto), (iv) shall not assign a value to any item greater than the greatest value for such item claimed by Seller to cause either Party or less than the electric energy delivered from the Facility to come within smallest value for such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered item claimed by either Party and (v) shall make its decision solely on written materials submitted by the Facility complies with such revised definition of "renewable electrical energy" under Parties and shall not conduct an independent review. As promptly as practicable following the RPS Amendment in question; The appropriate levelAccounting Firm’s engagement, if any, of RPS Pricing Impact in light Xxxxx and SD Seller shall each prepare and submit a written presentation to the Accounting Firm and each other. Following delivery of the foregoing; presentations, Xxxxx and Contractual consequences for non-performance that are commercially reasonable under SD Seller may each submit a written response to the circumstancesother Party’s presentation. Within 90 Days of appointmentAs soon as practicable thereafter, the Independent Evaluator Accounting Firm shall render a decision unless based solely on their respective presentations. Neither SD Seller nor Xxxxx (and none of their respective Representatives) shall have any ex parte conversation(s) or meeting(s) with the Independent Evaluator determines it needs Accounting Firm related to have additional timethe unresolved disagreement(s) or this Agreement without the prior consent of (x) with respect to SD Seller, Buyer and (y) with respect to Buyer, SD Seller. In resolving any such unresolved disagreement(s), the Accounting Firm shall act solely as an expert, and not to exceed 45 Days, to render a decisionas an arbitrator. The Parties fees, costs and expenses of the Accounting Firm shall assist be allocated to and borne by Xxxxx, on the Independent Evaluator throughout one hand, and Sellers (in accordance with each such Seller’s respective Pro Rata Share), on the process other hand, based on the inverse of preparing its review, including making key personnel and records available the percentage that the Accounting Firm’s determination (before such allocation) bears to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel total amount of the other Party or review total items in dispute as originally submitted to the Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm award $600 in favor of Xxxxx’s position, 60% of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments costs of its review would be borne by Sellers (in which both Parties are represented. The Parties may meet accordance with each other during such Seller’s respective Pro Rata Share), and 40% of the review process to explore means of resolving the matter on mutually acceptable termscosts would be borne by Xxxxx. The following standards shall be applied All determinations made by the Independent Evaluator in rendering his or her decision: Accounting Firm (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences allocation of non-performance by Xxxxxx its fees) shall be final, conclusive and binding on the Parties, absent fraud or manifest error. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The Closing Date Cash Consideration, as finally determined pursuant to this Section 2.3(d) (i.e., as if the RPS Modifications. In addition to the RPS Modifications DocumentFinal Net Working Capital, the Independent Evaluator shall render a decision which sets forth Final Closing Cash Balance, the positions Final Company Group Debt, the Final Selling Expenses and the Final Closing Company Group Bonus Payments been substituted for the Estimated Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Group Debt, the Estimated Selling Expenses and the Estimated Closing Company Group Bonus Payments as of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of Closing), is referred to herein as the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES“Final Closing Date Cash Consideration”.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) 5 (Failure to Reach Agreement) of this Attachment AA (Renewable Portfolio Standards), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Daysdays: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" energy under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESFinal test criteria and procedures shall be agreed upon by Company and Seller no later than thirty (30) Days prior to conducting the Generator Acceptance Test in accordance with Good Engineering and Operating Practices and with the terms of this Agreement. The Generator Acceptance Test shall, at a minimum, determine the Facility’s compliance with the following requirements in Attachment B (Facility Owned by Seller):

Dispute. If Company decides to declare a dispute as a result the Seller Representative disputes the calculation of Net Revenues of the failure Company and the Subsidiaries contained in the Earn-Out Statement, Buyer shall cooperate with and make available to reach agreement the Seller Representative all records, work papers and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days calculations of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters Buyer relating to the Performance StandardsEarn-Out Statement and the calculation of Net Revenues therein. The Seller Representative shall have thirty (30) days after delivery of the Earn-Out Statement in which to notify Buyer in writing of any discrepancy in, financingor disagreement with, and power purchase agreementsthe calculation of the Net Revenues as reflected on the Earn-Out Statement (a “Notice of Objection”). If the Parties are unable to agree upon an Independent Evaluator within Seller Representative does not submit a Notice of Objection during such 20-Day thirty (30) day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees Earn-Out Statement shall be deemed to be accepted in the form presented to the Seller Representative and costs shall be final, conclusive and binding upon the parties. If the Seller submits a Notice of Objection during such thirty (30) day period and Buyer agrees with the adjustment requested by the Seller Representative therein, then an appropriate adjustment shall be made. If Buyer does not agree with the Notice of Objection, Buyer and the Seller Representative shall negotiate in good faith to resolve such dispute. If Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within twenty (20) days after receipt of the Independent Evaluator above $30,000Notice of Objection, then the disputed items or amounts shall be submitted for review and final determination by the Arbitration Firm. As promptly as practicable, Buyer and the Seller Representative shall each prepare and submit a presentation to the Arbitration Firm. The scope of the Arbitration Firm’s engagement shall be limited to the resolution of the disputed items regarding the Net Revenue calculation described in the Notice of Objection. The determination of the Arbitration Firm shall be made as promptly as practicable and shall be binding and conclusive on the parties hereto for purposes hereof. The fees, costs and expenses of the Arbitration Firm shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANYnon-OWNED INTERCONNECTION FACILITIESprevailing party.

Dispute. If Company decides to declare Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in the Estimated Payment, Tenant shall give Landlord notice of such dispute as a result within one hundred eighty (180) days after Tenant’s receipt of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsadjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute the Parties are unable particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants (“Tenant’s Accountants”) to verify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord’s Accountants and Tenant’s Accountants shall endeavor to agree upon an Independent Evaluator within the matter, failing which such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party matter shall be entitled submitted to participate in any meetings an independent certified public accountant selected by Landlord, with personnel of the other Party or review of the other Party's recordsTenant’s reasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied All costs incurred by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible Tenant for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator Tenant’s Accountants shall be paid for by Company up Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord’s Accountants (or found to have occurred through the above independent determination), of more than five percent (5%) in the computation of the total amount of Operating Expenses, in which event Landlord shall pay the reasonable costs incurred by Tenant to obtain such audit. Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord the amount of the Estimated Payment or adjustment determined by Landlord’s Accountants until the adjustment has been determined to be incorrect. If it is determined that any portion of the Operating Expenses were not properly chargeable to Tenant, then Landlord shall credit such amount against Rent next due and payable (provided, however, that to the first $30,000 of extent that such fees and costs; above those amounts, amount exceeds Rent payable for the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs remainder of the Independent Evaluator above $30,000Term of this Lease, Landlord shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESprovide Tenant with a cash reimbursement within thirty (30) days after such determination).

Dispute. If Company decides to declare a dispute as a result Within thirty (30) days following receipt by the Seller Representative of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Working Capital Statement, it the Seller Representative shall provide either inform Buyer in writing that the Working Capital Statement is acceptable or deliver written notice to Buyer of any dispute the Seller Representative has with respect to the Working Capital Statement, which written notice shall describe in reasonable detail the items contained in the Working Capital Statement that effect the Seller Representative disputes and the basis for any such disputes and his calculation of the Closing Working Capital. If the Seller Representative does not notify Buyer of a dispute with respect to Sellerthe Working Capital Statement within such thirty (30) day period, such Working Capital Statement and the Working Capital shall be final, conclusive and binding on the parties. Within 20 Days of delivery In the event of such notification of a dispute, Buyer and the Seller Representative shall negotiate in good faith to resolve such dispute. If Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the Seller Representative advises Buyer of its objections, then the items raised in the Seller Representative’s dispute notice Seller that remain in dispute (the “Remaining Disputed Items”) shall be submitted to Cxxxx Hxxxxxx or, if Cxxxx Hxxxxxx is unwilling or unable to serve in such capacity, such other accounting firm as shall be mutually agreed upon by the parties (such accountant, the “Settlement Accountant”), who, acting as an expert and Company not as an arbitrator, shall resolve the Remaining Disputed Items. Prior to its engagement, the Settlement Accountant shall agree upon an Independent Evaluator in writing to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified Remaining Disputed Items, but no others, in accordance with the provisions of this Section 2.3 and expert in renewable energy power generation, matters relating to review of the Performance Standards, financing, parties’ positions and power purchase agreementsthereby establish the Closing Working Capital. If the Parties parties are unable to agree upon an Independent Evaluator the selection of the Settlement Accountant within five (5) Business Days after expiration of such 20-Day thirty (30) day period, Company the Settlement Accountant shall apply be appointed by the American Arbitration Association. The Settlement Accountant shall make such determination within forty-five (45) days following the submission of the matter to the PUC Settlement Accountant for resolution, and such determination shall be final, conclusive and binding on the appointment of an Independent Evaluatorparties absent fraud or arithmetic error. If an Independent Observer retained under In the Competitive Bidding Framework event any dispute is qualified and willing and available submitted to serve the Settlement Accountant for resolution as Independent Evaluatorprovided in this Section 2.3(b), the PUC shall appoint one fees, charges and expenses of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party Settlement Accountant shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: paid (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause one-half by the electric energy delivered from Companies and the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questionStockholders, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); jointly and severally, and (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of nonone-performance half by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESBuyer.

Dispute. If Company decides to declare a dispute as a result Within 45 days following delivery of the failure Closing Statement by Parent, if Representative has any objection to Parent’s calculation of the Closing Working Capital or any other items set forth in the Closing Statement, Representative will deliver to Parent a written statement setting forth her objections to the Closing Statement (an “Objections Statement”), which statement will identify in reasonable detail any and all items and amounts to which Representative objects (such items and amounts so specified in reasonable detail in the Objections Statement, the “Disputed Items”). If Representative does not deliver an Objections Statement to Parent within such 45 day period, the Closing Statement as prepared by Parent will **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. be final, binding and non-appealable by the parties. If Representative delivers an Objections Statement, Representative and Parent will negotiate in good faith to resolve any Disputed Items. If Representative and Parent are not able to reach a final resolution with respect to any Disputed Item within 30 days after the delivery of the Objections Statement to Parent, Representative and Parent will jointly engage PricewaterhouseCoopers (or, if PricewaterhouseCoopers is either Parent’s accountants or the Company’s accounts, then such impartial nationally recognized firm of independent certified public accountants, other than Parent’s accountants or the Company’s accountants, appointed by mutual agreement of Parent and execute a RPS Modifications Document pursuant to Section 3.4(dthe Representative) (Failure to Reach Agreement)in either case, it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator the “Accounting Firm”) to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsany unresolved Disputed Items. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day periodparties so engage the Accounting Firm, Company shall apply each party will submit to the PUC for Accounting Firm, not later than 30 days after the appointment date on which the Accounting Firm is engaged, a written statement with its position on each Disputed Item (which, in the case of an Independent EvaluatorParent, will be consistent with the position taken in the Closing Statement and, in the case of Representative, will be consistent with the position taken in the Objections Statement), together with such supporting documentation as may be reasonably requested by the Accounting Firm. If an Independent Observer retained under Representative and Parent will each be entitled to meet with the Competitive Bidding Framework is qualified Accounting Firm and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The will each use their respective commercially reasonable measures required to be taken by Seller efforts to cause the electric energy delivered from Accounting Firm to resolve such dispute as soon as practicable, but in any event within 30 days after the Facility date on which the Accounting Firm receives the statements prepared by Representative and Parent. The Accounting Firm will determine the amount of the Closing Working Capital based in accordance with GAAP and its final determination will be, in the aggregate, neither more favorable to come within such revised definition Parent than the position taken by Parent in the Closing Statement, nor more favorable to Representative than the position taken by Representative in the Objections Statement. The Accounting Firm will provide a calculation of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures Closing Working Capital to both parties based on its resolution of the Disputed Items, and the Closing Working Capital as so the energy delivered calculated will be final, binding and non-appealable by the Facility complies parties. Each party will bear its own costs and expenses in connection with the resolution of any such revised definition of "renewable electrical energy" under dispute by the RPS Amendment in question; Accounting Firm. The appropriate level, if any, of RPS Pricing Impact in light costs and expenses of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator Accounting Firm will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator shall be paid by Company up the parties in inverse proportion to the first $30,000 extent to which the dollar amount of such fees Closing Working Capital contended for by each party (in the Closing Statement and costs; above those amountsin the Objections Statement, respectively) matches the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs dollar amount of the Independent Evaluator above $30,000, shall be borne equally Closing Working Capital as determined by the PartiesAccounting Firm. The Independent Evaluator As an example only, if: Parent, in rendering his or her decision shall also state which Party prevailed over the other PartyClosing Statement, or contended that neither Party prevailed over Closing Working Capital should be $X; Representative, in the other. COMPANY-OWNED INTERCONNECTION FACILITIESObjections Statement, contended that Closing Working Capital should be $X + $100,000; and the Accounting Firm determined Closing Working Capital to be $X + $70,000, Parent would be required to pay 70% of the costs and expenses of the Accounting Firm and Representative would be required to pay the remaining 30% of those costs and expenses.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Performance Standards Revision Document pursuant to Section 3.4(dSection (A) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: : (1) The reasonable measures required to be taken by Seller to cause Performance Standard Revision(s); (2) The technical feasibility of complying with the electric energy delivered from the Facility to come within such revised definition Performance Standard Revision(s)and likelihood of "renewable electrical energy" under the RPS Amendment in question; compliance; (3) How Seller would implement such measures; comply with the Performance Standard Revision(s); (4) Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; Performance Standards Revision(s); (5) The appropriate level, if any, of RPS Performance Standards Pricing Impact in light of the foregoing; and and (6) Contractual consequences for non-performance that are commercially reasonable under the circumstances. . (B) Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. . (C) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. . (D) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: : (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in questioncomply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with incorporate such changes in RPS Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPScomply with a Performance Standard Revision, the Independent Evaluator shall incorporate such required changes Performance Standard Revision into a RPS Modifications Performance Standards Revision Document including (aa) Seller's RPS Performance Standards Modifications, (bb) pricing terms that incorporate the RPS Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS ModificationsPerformance Standards Revision(s). In addition to the RPS Modifications Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. issues.‌ (E) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIES.

Dispute. If Company decides to declare Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in the Estimated Payment, Tenant shall give Landlord notice of such dispute as a result within 180 days after Tenant's receipt of the failure adjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to reach agreement and execute a RPS Modifications Document pursuant dispute the particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants ("Tenant's Accountants") to Section 3.4(d) (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days verify the accuracy of delivery the statement complained of such notice Seller and Company shall agree upon an Independent Evaluator to resolve or the dispute regarding a RPS Modifications Documentreasonableness of the estimated increase or decrease. The Independent Evaluator person conducting the examination on behalf of Tenant shall be reasonably qualified and expert in renewable energy power generation, matters relating enter into a confidentiality agreement satisfactory to the Performance Standards, financing, and power purchase agreementsLandlord. If the Parties are unable Tenant's Accountants determine that an error has been made, Landlord's Accountants and Tenant's Accountants shall endeavor to agree upon an Independent Evaluator within the matter, failing which such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party matter shall be entitled submitted to participate in any meetings an independent certified public accountant selected by Landlord, with personnel of the other Party or review of the other PartyTenant's recordsreasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied All costs incurred by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible Tenant for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) SellerTenant's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs of the Independent Evaluator Accountants shall be paid for by Company up Tenant unless Tenant's Accountants disclose an error, acknowledged by Landlord's Accountants (or found to have occurred through the first $30,000 above independent determination), of more than 5% in the computation of the total amount of Operating Expenses, in which event Landlord shall pay the reasonable costs incurred by Tenant to obtain such fees and costs; above those amountsaudit. Notwith- standing the pendency of any dispute, Tenant shall continue to pay Landlord the Party amount of the Estimated Payment or adjustment determined by Landlord's Accountants until the adjustment has been determined to be incorrect. If it is determined that is any portion of the Operating Expenses were not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Partyproperly chargeable to Tenant, then Landlord shall promptly credit or refund the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Partiesappropriate sum to Tenant. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESEXHIBIT D TO LEASE [Intentionally deleted]

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) 5 (Failure to Reach Agreement) of this Attachment AA (Renewable Portfolio Standards), it shall provide written notice to that effect to Seller. Within 20 twenty (20) Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day twenty (20)-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 thirty (30) Days of the application. . (a) Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: fifteen (15) days: i. The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; ; ii. How Seller would implement such measures; ; iii. Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" energy under the RPS Amendment in question; ; iv. The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and and v. Contractual consequences for non-performance that are commercially reasonable under the circumstances. . (b) Within 90 ninety (90) Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 forty-five (45) Days, to render a decision. . (c) The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. . (d) The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Xxxxxx Seller as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues. . (e) The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over the other Party, or that neither Party prevailed over the other. COMPANY(See definition of Generator Acceptance Test in Section 1 (Definitions)) Final test criteria and procedures shall be agreed upon by Company and Seller no later than thirty (30) Days prior to conducting the Generator Acceptance Test in accordance with Good Engineering and Operating Practices and with the terms of this Agreement. The Generator Acceptance Test shall, at a minimum, determine the Facility’s compliance with the following requirements in Attachment B (Facility Owned by Seller) at the individual generator level: 1. The actual dynamic response of the unit(s) will be confirmed to allow Company transient stability model to reflect the as-OWNED INTERCONNECTION FACILITIESleft conditions of the unit. To achieve this, the Generator Acceptance Test shall include the following: a. A final review by Company engineers of the equipment installed to control the operation and protect the plant will be needed upon installation and prior to the start of commercial operation. b. The review will include off-line tuning and testing results of the excitation and governor control system and the IEEE block diagram utilized for the PSS/E dynamics program. i. During the commissioning of the actual unit, governor and excitation system testing (typically impulse and step function tests) will be conducted to ensure that similar, well damped, expected responses will be produced by the project. Test results shall be compared to the provided models’ performance and the comparison shall be reported to the Company (Model Benchmarking). ii. The as-left parameters obtained from governor and exciter tuning and any recommended changes to the provided models will be provided for use in the Company planning model. 2. The Generator Acceptance Test shall include but not be limited to tests to verify the following Performance Requirements at the Generating Unit(s): a. Section 3.a. (Voltage/Reactive Power Requirements) Test that the Generator(s) is able to regulate terminal voltage and meet the reactive power capabilities of the Generator Capability Curve(s). Test Voltage Ride-through. b. Section 3.g. (Frequency Requirements). Test that the Generator(s) Droop Characteristic and Ride-throughs. c. Section 3.j. (Harmonics Standards). Ensure Generator(s) output harmonic content is within limits. d. Section 3.m. (Inertia Constant). e. Section 3.o. (Short Circuit Ratio). f. Section 3.p. (Open Circuit Transient Field Time Constant). g. Section 3.n.ii. (Response Ratio) h. Section 3.n.i. (Ceiling Voltage). i. Section 3.n.iii. (Excitation Source Immunity). j. Section 3.n.iv. (Field Forcing Ability). k. Section 3.s. (Cycling of the Generating Units). l. Section 3.t. (Start-up Periods). m. Section 3.d (

Dispute. If Company decides to declare a dispute as a result Within ninety (90) days following receipt by the Buyer of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 3.4(d) (Failure to Reach Agreement)Closing Date Statement, it the Buyer shall provide either inform the Securityholder Representative in writing that the Closing Date Statement is acceptable or deliver written notice (the “Buyer’s Objection”) to that effect to Seller. Within 20 Days the Securityholder Representative of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve any dispute the dispute Buyer has regarding a RPS Modifications Documentthe Closing Date Statement or the Final Adjusted Book Value reflected therein. The Independent Evaluator shall be reasonably qualified Buyer’s Objection must describe in reasonable detail the items contained in the Closing Date Statement that the Buyer disputes and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreementsbasis for any such disputes. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to Buyer does not notify the PUC for the appointment Securityholder Representative of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent Evaluator, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to be the Independent Evaluator; if not, the PUC shall appoint another qualified person or entity to serve as Independent Evaluator. In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application. Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 Days: The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question; How Seller would implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such revised definition of "renewable electrical energy" under the RPS Amendment in question; The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and Contractual consequences for non-performance that are commercially reasonable under the circumstances. Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision. The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms. The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially dispute with respect to the consequences Closing Date Statement within such 90-day period, such Closing Date Statement and the Final Adjusted Book Value reflected in the Closing Date Statement will be final, conclusive and binding on the parties. In the event a Buyer’s Objection is delivered to the Securityholder Representative, the Buyer and the Securityholder Representative shall negotiate in good faith to resolve such dispute. If the Buyer and the Securityholder Representative, notwithstanding such good faith effort, fail to resolve such dispute within fourteen (14) days after the Buyer advises the Securityholder Representative of non-performance by Xxxxxx its objections, then the Buyer and the Securityholder Representative jointly shall engage Deloitte or another nationally recognized firm of independent public accountants as to which the RPS ModificationsSecurityholder Representative and the Buyer mutually agree (or in the event the parties cannot agree, as chosen by the American Arbitration Association) (the “Neutral Accounting Firm”). In addition The Securityholder Representative and the Buyer shall use reasonable efforts to cause the Neutral Accounting Firm to render a written decision resolving the matters submitted to the RPS Modifications DocumentNeutral Accounting Firm within thirty (30) days of the making of such submission. The scope of the disputes to be resolved by the Neutral Accounting Firm shall be limited to whether the items in dispute that were included in the Buyer’s Objection were prepared in accordance with this Agreement and the Neutral Accounting Firm shall determine, on such basis, whether and to what extent, the Independent Evaluator Closing Date Statement and the Final Adjusted Book Value reflected therein require adjustment. The Neutral Accounting Firm’s decision shall render be based solely on written submissions by the Securityholder Representative and the Buyer and their respective representatives and not by independent review. The Neutral Accounting Firm shall address only those items in dispute, shall not make any other determination, and may not assign a decision which sets forth value greater than the positions greatest value for any item in dispute claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Parties Neutral Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. If the Buyer delivers a Buyer’s Objection, the fees, costs and Independent Evaluator's rationale for his or her decisions on disputed issues. The fees and costs expenses of the Independent Evaluator Neutral Accounting Firm shall be paid (i) by Company up the Buyer if the items covered thereby are resolved in favor of the Securityholder Representative or (ii) by the Securityholder Representative if the items covered thereby are resolved in favor of the Buyer. If the items referred to therein are resolved in part in favor of the Securityholder Representative and part in favor of the Buyer, such fees, costs and expenses shall be shared by the Securityholders and the Buyer in proportion to the first $30,000 aggregate dollar amount of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs items resolved in favor of the Independent Evaluator above $30,000, shall be borne equally Securityholders compared to the aggregate dollar amount of items resolved in favor of the Buyer. All determinations made by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over Neutral Accounting Firm will be final, conclusive and binding on the other Party, or that neither Party prevailed over the other. COMPANY-OWNED INTERCONNECTION FACILITIESparties.