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 Performance Standards Revision Document pursuant to Section 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 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the 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 Seller as to Performance Standards Revision(s). In addition to the 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.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision RPS Modifications Document pursuant to Section 23.5 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 Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of complying with "renewable electrical energy" under the Performance Standard Revision(s)and likelihood of complianceRPS Amendment in question; How Seller would comply with the Performance Standard Revision(s)implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the Performance Standards Revision(s)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 Performance Standards 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 comply with a Performance Standard Revisionimplement 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 incorporate comply with such Performance Standard Revision changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revisionimplement 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 Performance Standard Revision required changes into a Performance Standards Revision RPS Modifications Document including (aa) Seller's Performance Standards RPS Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller Xxxxxx as to Performance Standards Revision(s)the RPS Modifications. In addition to the Performance Standards Revision 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 Performance Standards Revision Document pursuant to Section 23.5 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 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 Performance Standard Revision(s); The technical and operational feasibility of complying with the Performance Standard Revision(s)and Revision(s) and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aaA) Seller's ’s Performance Standards Modifications, ; (bbB) pricing terms that incorporate the 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 Seller as to the Performance Standards Revision(s). In addition to the 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.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision RPS Modifications Document pursuant to Section 23.5 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 Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of complying with "renewable electrical energy" under the Performance Standard Revision(s)and likelihood of complianceRPS Amendment in question; How Seller would comply with the Performance Standard Revision(s)implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the Performance Standards Revision(s)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 Performance Standards 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 comply with a Performance Standard Revisionimplement 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 incorporate comply with such Performance Standard Revision changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revisionimplement 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 Performance Standard Revision required changes into a Performance Standards Revision RPS Modifications Document including (aa) Seller's Performance Standards RPS Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller Xxxxxx as to Performance Standards Revision(s)the RPS Modifications. In addition to the Performance Standards Revision 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 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 Performance Standards Revision Document pursuant to Section 23.5 (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 Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller as to Performance Standards Revision(s). In addition to the 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 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 otherdispute.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision Document pursuant to Section 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 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the 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 Seller as to Performance Standards Revision(s). In addition to the 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.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision Document pursuant to Section 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 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the 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 Seller as to Performance Standards Revision(s). In addition to the 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.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision Document pursuant to Section 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 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and Revision(s) and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the 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 Seller as to Performance Standards Revision(s). In addition to the 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.

Dispute. If Company decides to declare a dispute Escrow Agent is acting as a result stakeholder only with respect to the Downpayment and the interest earned thereon. If a party requests disbursement of the failure to reach agreement and execute a Performance Standards Revision Document pursuant to Section 23.5 (Failure to Reach Agreement)Downpayment for any reason other than the Closing having occurred, it then Escrow Agent shall provide give written notice to that effect to Seller. Within 20 Days of delivery the other party of such notice Seller and Company request. Such other party shall agree upon an Independent Evaluator to resolve the dispute regarding a 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 dispute the disbursement of the Downpayment to the requesting party only by delivering notice thereof to Escrow Agent (a "Dispute Notice") on or oral arguments in which both Parties are representedprior to the fifth (5th) day after the date when Escrow Agent gives such notice. 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 Cedar acknowledges and agrees that Cedar shall be applied by the Independent Evaluator in rendering his or her decision: not deliver a Dispute Notice unless (i) if it is not technically any of the conditions precedent to Cedar's obligation to consummate the transactions contemplated by this Agreement (as set forth in Section 7.2.1) or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, any of the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect precedent to the consequences Other Agreement Buyer's obligation to consummate the transactions contemplated by the Other Agreement (as set forth in Section 7.2.1 thereof), shall not have occurred or been satisfied. Notwithstanding anything to the contrary contained herein, Escrow Agent shall not disburse the Downpayment until the day immediately following the last day of such ten (10) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver the Downpayment or as to whom said Downpayment is to be delivered, then Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold the same until Escrow Agent receives (a) notice from the objecting party withdrawing the objection, or (b) a notice signed by both parties directing disposition of the Downpayment, or (c) a non-performance appealable judgment or order of a court of competent jurisdiction. If such notice is not received, or proceedings for such determination are not begun, within thirty (30) calendar days after the date set forth herein for the Closing (as the same may have been changed by Seller as to Performance Standards Revision(s). In addition to the Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions agreement of the Parties parties) and Independent Evaluator's rationale for his diligently continued, then Escrow Agent shall have the right to (w) hold and retain all or her decisions on disputed issues. The fees and costs any part of the Independent Evaluator Downpayment until such dispute is settled or finally determined by litigation, arbitration or otherwise, or (x) deposit the Downpayment, together with the interest earned thereon, in an appropriate court of law, following which Escrow Agent shall thereby and thereafter be paid relieved and released from any liability or obligation under this Agreement, or (y) institute an action in interpleader or other similar action permitted by Company up to stakeholders in the first $30,000 Commonwealth of such fees and costs; above those amountsPennsylvania, the Party that is not the prevailing Party shall be responsible for or (z) interplead 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 parties in any action or proceeding which may be borne equally by brought to determine the Parties. The Independent Evaluator in rendering his rights of the parties to all or her decision shall also state which Party prevailed over any part of the other Party, or that neither Party prevailed over the otherDownpayment.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision RPS Modifications Document pursuant to Section 23.5 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 Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility reasonable measures required to be taken by Subscriber Organization to cause the electric energy delivered from the Facility to come within such revised definition of complying with "renewable electrical energy" under the Performance Standard Revision(s)and likelihood of complianceRPS Amendment in question; How Seller Subscriber Organization would comply with the Performance Standard Revision(s)implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the Performance Standards Revision(s)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 Performance Standards 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 comply with a Performance Standard Revisionimplement 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 incorporate comply with such Performance Standard Revision changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller Subscriber Organization to comply with a Performance Standard Revisionimplement 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 Performance Standard Revision required changes into a Performance Standards Revision RPS Modifications Document including (aa) SellerSubscriber Organization's Performance Standards RPS Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller Subscriber Organization as to Performance Standards Revision(s)the RPS Modifications. In addition to the Performance Standards Revision 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.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision Document pursuant to Section 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 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller Subscriber Organization would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller Subscriber Organization to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) SellerSubscriber Organization's Performance Standards Modifications, (bb) pricing terms that incorporate the 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 Seller Subscriber Organization as to Performance Standards Revision(s). In addition to the 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.

Dispute. If Within 10 days following receipt by the Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision Document pursuant to Section 23.5 (Failure to Reach Agreement)Initial Cash Statement, it the Company shall provide deliver written notice to that effect Buyer of any dispute it has with respect to Sellerthe Initial Cash Statement (the “Cash Statement Objection”) setting forth a specific description of the basis of the Cash Statement Objection, the adjustments to the Initial Cash Statement which the Company believes should be made, and the Company’s calculation of the Final Cash. Within 20 Days The Buyer will assist and cooperate with the Company in the preparation of delivery any Cash Statement Objection. During such 10-day period, subject to the Company’s confidentiality obligations under the Non-Compete Agreement, the Buyer shall, at the request of such the Company, on reasonable prior notice Seller from the Company and during normal business hours, afford the Company reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Cash) and otherwise reasonably cooperate with the Company in connection with its preparation of any Cash Statement Objection. The Company shall agree upon an Independent Evaluator be deemed to resolve have accepted any items not specifically disputed in the dispute regarding a Performance Standards Revision DocumentCash Statement Objection. The Independent Evaluator Failure to so notify Buyer within such 10-day period shall be reasonably qualified constitute acceptance and expert in renewable energy power generation, matters relating approval of Buyer’s calculation of the Final Cash. Buyer shall have 10 days following the date it receives the Cash Statement Objection to review and respond to the Performance Standards, financing, and power purchase agreementsCash Statement Objection. If the Parties Company and the Buyer are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply resolve all of their disagreements with respect to the PUC determination of the foregoing items by the 10th day following Buyer’s response thereto, after having used their commercially reasonable efforts to reach a resolution, they shall refer their remaining differences to Ernst & Young LLP or, if such firm refuses to accept such engagement (or such firm is, at the relevant time, doing any work for the appointment Buyer or the Company), another nationally recognized firm of an Independent Evaluator. If an Independent Observer retained under independent public accountants as to which the Competitive Bidding Framework is qualified Company and willing the Buyer mutually agree acting promptly and available to serve as Independent Evaluatorin good faith (in either case, the PUC shall appoint one “CPA Firm”). The CPA Firm shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the calculation of the persons or entities qualified Estimated Cash, and only with respect to serve as an Independent Observer the specific remaining accounting-related differences so submitted, whether and 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate levelwhat extent, if any, of Performance Standards Pricing Impact in light the Initial Cash Statement requires adjustment. The Buyer and the Company each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. The Company and the Buyer shall request the CPA Firm to render its determination within 45 days. All fees and expenses of the foregoing; CPA Firm relating to this work shall be borne 50% by the Company and Contractual consequences for non-performance that are commercially reasonable under 50% by the circumstancesBuyer. Within 90 Days All determinations made by the CPA Firm will be limited to the matters submitted to the CPA Firm by the Buyer and the Company and shall be final, conclusive and binding on the parties and neither the Buyer nor the Company nor any of appointmenttheir respective Affiliates shall seek further recourse to courts or other tribunals, other than to enforce the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs CPA Firm’s determination. Judgment may be entered to have additional time, not to exceed 45 Days, to render a decisionenforce such report in any court of competent jurisdiction. The Parties Company and the Buyer shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records make reasonably available to the Independent EvaluatorCPA Firm all relevant books and records, but neither Party any work papers (including those of the parties’ respective accountants) and supporting documentation relating to the Initial Cash Statement and all other items reasonably requested by the CPA Firm. The “Final Cash Statement” 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 the Initial Cash Statement in the event that (A) no Cash Statement Objection is not technically delivered to Buyer during the initial 10-day period specified above or operationally feasible for Seller to comply with a Performance Standard Revision(B) the Company and the Buyer so agree, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply the Initial Cash Statement, adjusted in accordance with a Performance Standard Revisionthe Cash Statement Objection, in the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including event that (aaA) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect Buyer does not respond to the consequences Cash Statement Objection during the 10-day period specified above following receipt by Buyer of non-performance by Seller the Cash Statement Objection or (B) the Company and the Buyer so agree or (iii) the Initial Cash Statement, as to Performance Standards Revision(s). In addition adjusted pursuant to the Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions agreement of the Parties Buyer and Independent Evaluator's rationale for his the Company or her decisions on disputed issues. The fees and costs of as adjusted by the Independent Evaluator shall be paid by Company up CPA Firm together with any other modifications 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 Initial Cash Statement agreed upon by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over Company and the other Party, or that neither Party prevailed over the otherBuyer.

Dispute. If Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision RPS Modifications Document pursuant to Section 23.5 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 Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of complying with "renewable electrical energy" under the Performance Standard Revision(s)and likelihood of complianceRPS Amendment in question; How Seller would comply with the Performance Standard Revision(s)implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the Performance Standards Revision(s)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 Performance Standards 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 comply with a Performance Standard Revisionimplement 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 incorporate comply with such Performance Standard Revision changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revisionimplement 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 Performance Standard Revision required changes into a Performance Standards Revision RPS Modifications Document including (aa) Seller's Performance Standards RPS Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller Xxxxxx as to Performance Standards Revision(s)the RPS Modifications. In addition to the Performance Standards Revision 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.. ATTACHMENT BB GENERATOR ACCEPTANCE TEST GENERAL CRITERIA (See definition of Generator Acceptance Test in Section 1 (Definitions)) [THIS ATTACHMENT MAY BE MODIFIED BASED ON THE TYPE AND DESIGN OF THE FACILITY] 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):

Dispute. If Company decides to declare a dispute as a result Within 30 days following receipt by the Stockholder Representative of the failure to reach agreement and execute a Performance Standards Revision Document pursuant to Section 23.5 (Failure to Reach Agreement)Working Capital Statement, it the Stockholder Representative shall provide 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 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially Stockholder Representative has with respect to the consequences preparation or content of nonthe Working Capital Statement or the Final Working Capital reflected therein. The Notice of Disagreement must describe in reasonable detail the items contained in the Working Capital Statement that the Stockholder Representative disputes and the basis for any such disputes. If the Stockholder Representative does not notify Parent of a dispute with respect to the Working Capital Statement within such 30-performance by Seller as day period, such Working Capital Statement and the Final Working Capital reflected therein will be final, conclusive and binding on the parties. In the event a Notice of Disagreement is delivered to Performance Standards Revision(sParent, Parent and the Stockholder Representative shall negotiate in good faith to resolve such dispute. If Parent and the Stockholder Representative, notwithstanding such good faith effort, fail to resolve such dispute within 14 days after the Stockholder Representative delivers the Notice of Disagreement, then Parent and the Stockholder Representative jointly shall engage the Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.6(b). In addition The Stockholder Representative and Parent shall use reasonable best efforts to cause the Arbitration Firm to render a written decision resolving the matters submitted to the Performance Standards Revision DocumentArbitration Firm within 30 days of the making of such submission. The Arbitration Firm shall address only those items in dispute. The Arbitration Firm shall determine, on such basis, whether and to what extent, the Independent Evaluator Working Capital Statement and the Final Working Capital reflected therein require adjustment, which determination shall render a decision which sets forth be consistent with either the position of Parent or the position of the Stockholder Representative or between the positions of Parent and the Parties and Independent Evaluator's rationale for his or her decisions on disputed issuesStockholder Representative. The fees and costs Judgment may be entered upon the determination of the Independent Evaluator Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. Parent and the Stockholder Representative 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 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 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 otherparties.

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 Performance Standards Revision Document pursuant to Section 23.5 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 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards 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 nonthe Final Closing Statement. Notwithstanding anything herein to the contrary, the timeline for Seller to provide the Dispute Notice shall be extended on a day-performance 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 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 Performance Standards Revision(sBuyer and Seller (the “Accounting Firm”) to resolve any such unresolved disagreement(s). In addition 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 Performance Standards Revision 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 otherSelling Expenses.

Dispute. Seller and Xxxxx shall attempt to agree on the existence and Environmental Defect Amount for all Environmental Defects prior to Closing. If Company decides Buyer and Seller cannot agree upon the existence of an Environmental Defect (or cure of such Environmental Defect) or any Environmental Defect Amount on or before the Closing Date, subject to declare a Seller’s remedies set forth in Section 4.4, (a) Seller shall convey the affected Oil & Gas Asset to Buyer (indirectly by virtue of conveying the Target Interests) at Closing and reduce the Closing Payment payable to Seller at Closing by the Environmental Defect Amount reasonably asserted by Buyer in good faith in the Environmental Defect Notice for such Environmental Defect, taking into account the Environmental Threshold Amount and the Environmental Deductible Amount, which Environmental Defect Amount will be deposited into the Defect Escrow Account at Closing until such defect is finally resolved in accordance with this Section 4.5 and (b) such dispute shall be exclusively and finally resolved by arbitration under this Section 4.5. Any such dispute shall be resolved by an environmental attorney with at least ten (10) years’ experience in oil and gas environmental matters in the region in which the Oil & Gas Assets are located, who shall serve as a result the arbiter of any such disagreements (the “Environmental Arbitrator”). The Environmental Arbitrator shall be selected by mutual agreement of Xxxxx and Seller, or absent such agreement, within three (3) Business Days of becoming aware that such agreement cannot be made as to the selection of the failure to reach agreement and execute a Performance Standards Revision Document pursuant to Section 23.5 (Failure to Reach Agreement)Environmental Arbitrator, it shall provide written notice to that effect to Seller. Within 20 Days by the office of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a Performance Standards Revision DocumentAmerican Arbitration Association in Houston, Texas. The Independent Evaluator Environmental Arbitrator shall not have worked as an employee, contractor or outside counsel for any of the Parties or their Affiliates during the ten (10) year period preceding the arbitration or have any financial interest in the dispute. The arbitration proceeding shall be reasonably qualified held in Houston, Texas, and expert shall be conducted in renewable energy power generationaccordance with the Commercial Arbitration Rules of the American Arbitration Association, matters relating to the Performance Standards, financing, and power purchase agreementsextent such rules do not conflict with the terms of this Section 4.5. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company The Environmental Arbitrator’s determination shall apply to the PUC for be made no later than fifteen (15) days after the appointment of an Independent Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified Environmental Arbitrator, and, absent manifest error, shall be final and willing binding upon the Parties and available to serve as Independent Evaluatorenforceable against the Parties in any court of competent jurisdiction, the PUC shall appoint one without right 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 Evaluatorappeal. 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revisiondetermination, the Independent Evaluator Environmental Arbitrator shall determine be bound by the terms set forth in this Agreement and may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. In addition, (x) the Environmental Arbitrator may consult with and engage disinterested Third Parties to advise the Environmental Arbitrator, including environmental consultants and petroleum engineers and (y) the Environmental Arbitrator shall choose either Seller’s position or Buyer’s position with respect to each matter addressed in an Environmental Defect Notice and may not award an Environmental Defect Amount that is greater than the Environmental Defect Amount asserted in Buyer’s Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the existence of an Environmental Defect and the specific disputed Environmental Defect Amounts submitted by any Party and may not award damages, interest or penalties to any Party with respect to any other matter. Any decision rendered by the Environmental Arbitrator pursuant to this Agreement shall not be amended to incorporate such Performance Standard Revision (unless final, conclusive and binding on the Parties agree otherwise); and will be enforceable against any of the Parties in any court of competent jurisdiction. Each of the Parties shall bear its own legal fees and other costs of presenting its case. Within two (ii2) if it is technically Business Days following the decision of the Environmental Arbitrator, Seller and Xxxxx shall execute and deliver a joint written instruction to the Escrow Agent to release the Environmental Defect Amount (or operationally feasible for Seller portion of such Environmental Defect Amount) from the Defect Escrow Account so determined to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially be owed to either Party with respect to the consequences of non-performance by Seller as to Performance Standards Revision(s)applicable dispute, in accordance with such decision. In addition to the Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions The costs and expenses 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, Environmental Arbitrator shall be borne equally one half by Seller, on the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed over one hand, and one half by Xxxxx, on the other Partyhand. Notwithstanding anything to the contrary in this Agreement, or that neither Party prevailed over any Oil & Gas Asset subject to dispute pursuant to this Section 4.5 shall be conveyed to Buyer (indirectly by virtue of conveying the otherTarget Interests) at Closing without adjustment to the Purchase Price and Xxxxx’s sole remedy with respect to any such dispute shall be any compensation from the Defect Escrow Account consistent with the Environmental Arbitrator’s decision.

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 agreement and execute a Performance Standards Revision Document pursuant final resolution with respect to Section 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of 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 notice Seller 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 Company shall agree upon an Independent Evaluator the Representative) (in either case, the “Accounting Firm”) to resolve the dispute regarding a 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 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 Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent EvaluatorParent, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to will 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 Performance Standard Revision(s); The technical feasibility of complying consistent with the Performance Standard Revision(s)and likelihood position taken in the Closing Statement and, in the case of compliance; How Seller would comply Representative, will be consistent with the Performance Standard Revision(sposition taken in the Objections Statement); Reasonably expected net costs and/or lost revenues associated , together with such supporting documentation as may be reasonably requested by the Performance Standards Revision(s); The appropriate level, if any, of Performance Standards Pricing Impact in light of the foregoing; Accounting Firm. Representative 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 Parent will each be entitled to participate meet with the Accounting Firm and will each use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any meetings with personnel event within 30 days after the date on which the Accounting Firm receives the statements prepared by Representative and Parent. The Accounting Firm will determine the amount of the other Party or review Closing Working Capital based in accordance with GAAP and its final determination will be, in the aggregate, neither more favorable to 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 the other Party's recordsClosing Working Capital to both parties based on its resolution of the Disputed Items, and the Closing Working Capital as so calculated will be final, binding and non-appealable by the parties. However, Each party will bear its own costs and expenses in connection with the Independent Evaluator will have resolution of any such dispute by the right to conduct meetings, hearings or oral arguments in which both Parties are representedAccounting Firm. 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller as to Performance Standards Revision(s). In addition to the Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions expenses 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 Accounting Firm will 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 otherObjections 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. **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

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 Performance Standards Revision Document pursuant to Section 23.5 on all of the Disputed Items during such forty-five (Failure to Reach Agreement45) day period (or 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 Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility accounting and other fees and expenses of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of Performance Standards Pricing Impact participating 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the 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 Seller as to Performance Standards Revision(s). In addition to the 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 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 otherbe allocated to TUNI.

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 agreement and execute a Performance Standards Revision Document pursuant final resolution with respect to Section 23.5 (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of 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 notice Seller 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 Company shall agree upon an Independent Evaluator the Representative) (in either case, the “Accounting Firm”) to resolve the dispute regarding a 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 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 Evaluator. If an Independent Observer retained under the Competitive Bidding Framework is qualified and willing and available to serve as Independent EvaluatorParent, the PUC shall appoint one of the persons or entities qualified to serve as an Independent Observer to will 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 Performance Standard Revision(s); The technical feasibility of complying consistent with the Performance Standard Revision(s)and likelihood position taken in the Closing Statement and, in the case of compliance; How Seller would comply Representative, will be consistent with the Performance Standard Revision(sposition taken in the Objections Statement); Reasonably expected net costs and/or lost revenues associated , together with such supporting documentation as may be reasonably requested by the Performance Standards Revision(s); The appropriate level, if any, of Performance Standards Pricing Impact in light of the foregoing; Accounting Firm. Representative 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 Parent will each be entitled to participate meet with the Accounting Firm and will each use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any meetings with personnel event within 30 days after the date on which the Accounting Firm receives the statements prepared by Representative and Parent. The Accounting Firm will determine the amount of the other Party or review Closing Working Capital based in accordance with GAAP and its final determination will be, in the aggregate, neither more favorable to 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 the other Party's recordsClosing Working Capital to both parties based on its resolution of the Disputed Items, and the Closing Working Capital as so calculated will be final, binding and non-appealable by the parties. However, Each party will bear its own costs and expenses in connection with the Independent Evaluator will have resolution of any such dispute by the right to conduct meetings, hearings or oral arguments in which both Parties are representedAccounting Firm. 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller as to Performance Standards Revision(s). In addition to the Performance Standards Revision Document, the Independent Evaluator shall render a decision which sets forth the positions expenses 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 Accounting Firm will 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 otherObjections 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 Performance Standards Revision RPS Modifications Document pursuant to Section 23.5 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 Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of complying with "renewable electrical energy" under the Performance Standard Revision(s)and likelihood of complianceRPS Amendment in question; How Seller would comply with the Performance Standard Revision(s)implement such measures; Reasonably expected net costs and/or lost revenues associated with such measures so the Performance Standards Revision(s)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 Performance Standards 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 comply with a Performance Standard Revisionimplement 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 incorporate comply with such Performance Standard Revision changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revisionimplement 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 Performance Standard Revision required changes into a Performance Standards Revision RPS Modifications Document including (aa) Seller's Performance Standards RPS Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller Xxxxxx as to Performance Standards Revision(s)the RPS Modifications. In addition to the Performance Standards Revision 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.

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 Performance Standards Revision Document pursuant to Section 23.5 (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 Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the 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 Seller as to Performance Standards Revision(s). In addition to the 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 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 othernon-prevailing party.

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 Performance Standards Revision 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 23.5 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 Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller 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 Performance Standards Revision(s). In addition present to the Performance Standards Revision DocumentArbitrator material related to the dispute, 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 otherthis Section 3.2(c) and Section 3.2(d).

Dispute. If Within 30 days following receipt by the Company decides to declare a dispute as a result of the failure to reach agreement and execute a Performance Standards Revision Document pursuant to Section 23.5 (Failure to Reach Agreement)Net Working Capital Statement, it the Company shall provide deliver written 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 any dispute regarding a 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially has with respect to the consequences Net Working Capital Statement (the “Net Working Capital Objection”) setting forth a specific description of non-performance by Seller as to Performance Standards Revision(s). In addition the basis of the Net Working Capital Objection, the adjustments to the Performance Standards Revision DocumentNet Working Capital Statement that the Company believes should be made, and the Company’s calculation of the Final Net Working Capital. The Buyer will assist and cooperate with the Company in the preparation of any Net Working Capital Objection. During such 30-day period, subject to the Company’s confidentiality obligations under the Non-Compete Agreement, the Independent Evaluator shall render a decision which sets forth Buyer shall, at the positions request of the Parties Company, on reasonable prior notice from the Company and Independent Evaluator's rationale for his or her decisions on disputed issuesduring normal business hours, afford the Company reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Net Working Capital) and otherwise reasonably cooperate with the Company in connection with its preparation of any Net Working Capital Objection. The fees Company shall be deemed to have accepted the Net Working Capital Statement except to the extent specifically disputed in the Net Working Capital Objection. The Company shall not dispute the accounting principles and costs adjustments used in preparing the Net Working Capital Statement and the Final Net Working Capital if such principles and adjustments are consistent with the Agreed Principles. Failure to so notify Buyer within such 30-day period shall constitute acceptance and approval of Buyer’s calculation of the Independent Evaluator Final Net Working Capital. Buyer shall be paid by Company up have 30 days following the date it receives the Net Working Capital Objection to review and respond to the first $30,000 Net Working Capital Objection. If the Company and the Buyer are unable to resolve all of such fees and costs; above those amounts, their disagreements with respect to the Party that is not items specified in 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 Net Working Capital Objection by the Parties. The Independent Evaluator 30th day following Buyer’s response thereto, after having used their commercially reasonable efforts to reach a resolution, they shall refer their remaining differences to the CPA Firm, which shall, acting as experts in rendering his or her decision shall also state which Party prevailed over accounting and not as arbitrators, determine on a basis consistent with the other PartyAgreed Principles, or that neither Party prevailed over and only with respect to the other.specific remaining accounting-related

Dispute. The Seller shall have thirty (30) calendar days following receipt of the Adjustment Statement to deliver to the Purchaser a written notice (an “Adjustment Dispute Notice”) that the Seller disputes the Purchaser’s calculation of any of the amounts set forth therein, which Adjustment Dispute Notice shall set forth in reasonable detail the basis for each element of such dispute. If Company decides the Seller does not deliver an Adjustment Dispute Notice on or before the expiration of such thirty-day (30-day) period (or if the Seller notifies the Purchaser in writing that there is no such dispute), the calculations prepared by the Purchaser shall be deemed to declare be final, binding and conclusive. In the event the Seller delivers an Adjustment Dispute Notice with respect to only certain of the amounts set forth in the Adjustment Statement but not others, then any undisputed amount shall be deemed to be final, binding and conclusive. In the event the Seller delivers an Adjustment Dispute Notice to the Purchaser, then the Seller and the Purchaser shall cooperate in good faith for a period of thirty (30) calendar days commencing the date of delivery of the Adjustment Dispute Notice to resolve any such dispute as a result promptly as possible. During such thirty-day (30-day) period, the Purchaser shall provide the Seller reasonable access to the Purchaser’s and the Group Companies’ personnel, properties, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the calculation of the failure Adjustment Amount (subject to reach agreement the execution of customary work paper access letters if requested). In the event that (i) there is no disagreement with respect to the Adjustment Amount or (ii) the Purchaser and execute the Seller are able to resolve any disagreements on or before the thirtieth (30th) calendar day following the delivery of such Adjustment Dispute Notice, the Seller and the Purchaser shall, no later than two (2) Business Days after the date on which the Adjustment Amount has been determined, jointly instruct the Escrow Agent to release all or a Performance Standards Revision Document part of the Escrow Amount to the Seller or the Purchaser, as appropriate pursuant to Section 23.5 2.2(h). In the event that the Purchaser and the Seller are unable to resolve all such disagreements on or before the thirtieth (Failure to Reach Agreement), it shall provide written notice to that effect to Seller. Within 20 Days of 30th) calendar day following the delivery of such notice Adjustment Dispute Notice, the Purchaser and the Seller and Company shall agree upon an Independent Evaluator retain the Accountants to resolve the dispute regarding a Performance Standards Revision Documentall such disagreements. 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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: Accountants (i) if it is not technically or operationally feasible for Seller may only resolve disagreements as to comply with a Performance Standard Revision, matters covered by the Independent Evaluator Adjustment Dispute Notice (which disagreements shall determine that refer to the Agreement shall not be amended to incorporate such Performance Standard Revision (unless specific the Parties agree otherwiseline items set out in Schedule 2.2(b)); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, shall base their determination solely on (x) the Independent Evaluator written submissions of the parties and shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards Pricing Impact, not conduct an independent investigation and (ccy) contract terms the Adjustment Amount Accounting Policies; and conditions that are commercially reasonable under the circumstances, especially (iii) shall not assign any value with respect to a disputed amount that is greater than the consequences of non-performance highest value for such amount claimed by either the Seller or the Purchaser or that is less than the lowest value for such amount claimed by either the Seller or the Purchaser. The Accountants shall be instructed to render a determination as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) calendar days following the day on which the disagreement is referred to Performance Standards Revision(sthe Accountants). In addition The Accountants shall conduct the determination activities in a manner wherein (x) each of the Seller and the Purchaser promptly provide their assertions regarding the Adjustment Amount to the Performance Standards Revision DocumentAccountants and to each other, substantially simultaneously and (y) all materials submitted are held in confidence and shall not be disclosed to any third parties. The determination by the Independent Evaluator Accountants shall render a decision which sets forth be final, binding and conclusive on both the positions Seller and the Purchaser (the “Accountants Ruling”). The parties agree that judgment may be entered upon the determination 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 Accountants in 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 court having jurisdiction over the other Party, or that neither Party prevailed over the otherparty against which such determination is to be enforced.

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 Performance Standards Revision Document pursuant to Section 23.5 (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 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller 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 Performance Standards Revision(s)whether the Target 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 Performance Standards Revision 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 otherand enforced by any court having jurisdiction thereover.

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 Performance Standards Revision 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 23.5 (Failure correct 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 Reach Agreement)an independent laboratory for an official determination, it which shall provide written notice 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 that effect conform to Sellerthe 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) at BUYER's BPTF or at BUYER's Oahu generating plants. Within 20 Days of delivery of such notice Seller If all such, and Company shall agree upon an Independent Evaluator similar, efforts fail to resolve the dispute regarding a Performance Standards Revision 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 Performance Standard Revision(s); The technical feasibility of complying with the Performance Standard Revision(s)and likelihood of compliance; How Seller would comply with the Performance Standard Revision(s); Reasonably expected net costs and/or lost revenues associated with the Performance Standards Revision(s); The appropriate level, if any, of Performance Standards 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 comply with a Performance Standard Revision, the Independent Evaluator shall determine that the Agreement shall not be amended to incorporate such Performance Standard Revision (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to comply with a Performance Standard Revision, the Independent Evaluator shall incorporate such Performance Standard Revision into a Performance Standards Revision Document including (aa) Seller's Performance Standards Modifications, (bb) pricing terms that incorporate the Performance Standards 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 Seller as to Performance Standards Revision(s). In addition to the 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 $30,000specification 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 otherSELLER.