Common use of Government Action Clause in Contracts

Government Action. The Parties acknowledge that the Applicable Programs, which among other things establish the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Order. To the extent that Government Action renders Delivery illegal under Applicable Law, such Transaction will be terminated and that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” i. Governing Law (Article 8) is the law of the State of New York. j. The following changes are made to Article 9: Section 9.1 shall not apply.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(c)(i), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any the Transaction, absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade each Delivery Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderthis Agreement. To the extent that Government Action after the Trade Date (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or for non-conforming Products will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, Seller shall be deemed to have used “commercially reasonable” efforts if Seller provides to Buyer evidence of expenditures or estimated expenditures in an amount that exceeds the Commercially Reasonable Threshold; provided, however, such evidence of expenditures or estimated expenditures shall be acceptable to Buyer, in its reasonable discretion. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsPro­grams, which among other things establish the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Order. To the extent that Government Action renders Delivery illegal under Applicable Law, such Transaction will be terminated and that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” (i) Governing Law (Article 8) is the law of the State of New York. (j) The following changes are made to Article 9: Section 9.1 shall not apply.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transactionthis Agreement, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Effective Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Effective Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, ) will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, such Transaction (a) this Agreement will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or not attributable to Subscribed shares of the Project will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” i. Governing Law (Article 8) is the law of the State of Illinois. j. The following changes are made to Article 9: Section 9.1 shall not apply.

Government Action. ‌ The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(c)(i), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any the Transaction, absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade each Delivery Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderthis Agreement. To the extent that Government Action after the Trade Date (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or for non-conforming Products will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, Seller shall be deemed to have used “commercially reasonable” efforts if Seller provides to Buyer evidence of expenditures or estimated expenditures in an amount that exceeds the Commercially Reasonable Threshold; provided, however, such evidence of expenditures or estimated expenditures shall be acceptable to Buyer, in its reasonable discretion. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.. Risk Allocation. The Product is Regulatorily Continuing. GOVERNING LAW Applicable Program. The Illinois Renewable Portfolio Standard (“RPS”), as established under 20 Ill. Comp. Stat. 3855/1-75 is the Applicable Program for this Agreement. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois. To the full extent permitted under applicable law, if the Parties have agreed on the terms of a Transaction, the Parties agree not to contest, or to enter any defense concerning the validity or enforceability of a Transaction on the grounds that the documentation for such Transaction fails to comply with the requirements of a jurisdiction’s Statute of Frauds or other applicable law requiring agreements to be written or signed. ASSIGNMENT

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any the Transaction, absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade each Delivery Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily ContinuingProgram), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderthis Agreement. To the extent that Government Action after the Trade Date (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for non-conforming Products not yet Delivered will be refunded by Sellerthe applicable Party, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, Seller shall be deemed to have used “commercially reasonable” efforts if Seller provides to Buyer evidence of expenditures or estimated expenditures in an amount that exceeds the Commercially Reasonable Threshold; provided, however, such evidence of expenditures or estimated expenditures shall be acceptable to Buyer, in its reasonable discretion. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.. Risk Allocation. The Product is Regulatorily Continuing. GOVERNING LAW Applicable Program. The Illinois Renewable Portfolio Standard, as established under 20 Ill. Comp. Stat. 3855/1-75 is the Applicable Program for this Agreement. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois. To the full extent permitted under applicable law, if the Parties have agreed on the terms of a Transaction, the Parties agree not to contest, or to enter any defense concerning the validity or enforceability of a Transaction on the grounds that the documentation for such Transaction fails to comply with the requirements of a jurisdiction’s Statute of Frauds or other applicable law requiring agreements to be written or signed. ASSIGNMENT

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” i. Governing Law (Article 8) is the law of the State of New YorkIllinois. j. The following changes are made to Article 9: Section 9.1 shall not apply.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.and

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation will, subject to Section 6(l) and 6(m) of Applicable Programthe Cover Sheet, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that a final and non-appealable Government Action renders Delivery illegal or unenforceable under Applicable LawLaw or the Applicable Program is found to be illegal or unenforceable, this Agreement shall be promptly terminated, which shall be within twenty (20) Business Days of notice from either Party informing the other Party by written notice of such Transaction will Government Action, and any unpaid CMCs Delivered shall be terminated and that portion of whatever has been paid for Products not yet Delivered will be refunded returned to Seller by SellerBuyer, to the extent it is lawful to do so. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” k. Governing Law (Article 8) is the law of the State of Illinois, without regard to principles of conflicts of law. l. The following changes are made to Article 9: Section 9.1 is replaced in its entirety with the following: “

Government Action. ‌ The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any the Transaction, absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade each Delivery Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderthis Agreement. To the extent that Government Action after the Trade Date (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or for non-conforming Products will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, Seller shall be deemed to have used “commercially reasonable” efforts if Seller provides to Buyer evidence of expenditures or estimated expenditures in an amount that exceeds the Commercially Reasonable Threshold; provided, however, such evidence of expenditures or estimated expenditures shall be acceptable to Buyer, in its reasonable discretion. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.and

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” Governing Law (Article 8) is the law of the State of New York. The following changes are made to Article 9: Section 9.1 shall not apply. Section 9.2 is replaced in its entirety with the following:

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transactionthis Agreement, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Effective Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Effective Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, ) will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, such Transaction (a) this Agreement will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or not attributable to Subscribed shares of the Project will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” i. Governing Law (Article 8) is the law of the State of New York. j. The following changes are made to Article 9: Section 9.1 shall not apply.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a athe Product complies with an anthe Applicable Program, and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet.hereunder. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLawapplicable law or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law Lawapplicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. 30 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). 31 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action renders Delivery illegal under Applicable Law, such Transaction will be terminated and that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.Action

Government Action. The Parties acknowledge that the Applicable Programs, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.and

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(c)(i), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof. Risk Allocation. The Product is Regulatorily Continuing. GOVERNING LAW Applicable Program. The Product is eligible for compliance with the Applicable Program. The Adjustable Block Program contained within the Illinois Renewable Portfolio Standard, as established under 20 Ill. Comp. Stat. 3855/1-75, is the Applicable Program for this Agreement. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois. To the full extent permitted under applicable law, if the Parties have agreed on the terms of a Transaction, the Parties agree not to contest, or to enter any defense concerning the validity or enforceability of a Transaction on the grounds that the documentation for such Transaction fails to comply with the requirements of a jurisdiction’s Statute of Frauds or other applicable law requiring agreements to be written or signed.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.. Risk Allocation. The Product is Regulatorily Continuing. GOVERNING LAW Applicable Program. The Product is eligible for compliance with the Applicable Program. The Adjustable Block Program contained within the Illinois Renewable Portfolio Standard, as established under 20 Ill. Comp. Stat. 3855/1-75, is the Applicable Program for this Agreement. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois. To the full extent permitted under applicable law, if the Parties have agreed on the terms of a Transaction, the Parties agree not to contest, or to enter any defense concerning the validity or enforceability of a Transaction on the grounds that the documentation for such Transaction fails to comply with the requirements of a jurisdiction’s Statute of Frauds or other applicable law requiring agreements to be written or signed. ASSIGNMENT

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any the Transaction, absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Tradeeach D elivery Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderthis Agreement. To the extent that Government Action after the Trade Date (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or for non-conforming Products will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, “commercially reasonable” efforts shall include proof by Seller that the estimated expenditure would be in the amounts up t o or exceeding the Collateral Requirement.Seller shall be deemed to have used “commercially reasonable” e fforts if Seller provides to Buyer evidence of expenditures or estimated expenditures in an amount that e xceeds the Commercially Reasonable Threshold; provided, however, such evidence of expenditures or e stimated expenditures shall be acceptable to Buyer, in its reasonable discretion. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation will, subject to Section 6(kl) and 6(lm) of Applicable Programthe Cover Sheet, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that a final and non-appealable Government Action renders Delivery illegal or unenforceable under Applicable LawLaw or the Applicable Program is found to be illegal or unenforceable, this Agreement shall be promptly terminated, which shall be within twenty (20) Business Days of notice from either Party informing the other Party by written notice of such Transaction will Government Action, and any unpaid CMCs Delivered shall be terminated and that portion of whatever has been paid for Products not yet Delivered will be refunded returned to Seller by SellerBuyer, to the extent it is lawful to do so. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” k. Governing Law (Article 8) is the law of the State of Illinois, without regard to principles of conflicts of law. l. The following changes are made to Article 9: Section 9.1 is replaced in its entirety with the following: “

Government Action. The Parties acknowledge that the Applicable ProgramsProgramsProgram, which among other things establish establishestablishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination . Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” (i) Governing Law (Article 8) is the law of the State of New York. (j) The following changes are made to Article 9: Section 9.1 shall not apply.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” i. Governing Law (Article 8) is the law of the State of Illinois. j. The following changes are made to Article 9: Section 9.1 shall not apply.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii), (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. 33 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). 34 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action renders Delivery illegal under Applicable Law, such Transaction will be terminated and that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.Action

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no 70 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). 71 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable Programs, which among other things establish the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination . Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” (i) Governing Law (Article 8) is the law of the State of New York. (j) The following changes are made to Article 9: Section 9.1 shall not apply.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 8.1(e)(ii), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof. Risk Allocation. The Product is Regulatorily Continuing. GOVERNING LAW Applicable Program. The Product is eligible for compliance with the Applicable Program. The Illinois Solar for All Program, as established under 20 Ill. Comp. Stat. 3855/1-56, is the Applicable Program for this Agreement. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois. To the full extent permitted under applicable law, if the Parties have agreed on the terms of a Transaction, the Parties agree not to contest, or to enter any defense concerning the validity or enforceability of a Transaction on the grounds that the documentation for such Transaction fails to comply with the requirements of a jurisdiction’s Statute of Frauds or other applicable law requiring agreements to be written or signed.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.. Risk Allocation. The Product is Regulatorily Continuing. GOVERNING LAW Applicable Program. The Product is eligible for compliance with the Applicable Program. The Illinois Solar for All Program, as established under 20 Ill. Comp. Stat. 3855/1-56, is the Applicable Program for this Agreement. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois. To the full extent permitted under applicable law, if the Parties have agreed on the terms of a Transaction, the Parties agree not to contest, or to enter any defense concerning the validity or enforceability of a Transaction on the grounds that the documentation for such Transaction fails to comply with the requirements of a jurisdiction’s Statute of Frauds or other applicable law requiring agreements to be written or signed. ASSIGNMENT

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transactionthis Agreement, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Effective Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Effective Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, ) will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, such Transaction (a) this Agreement will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or not attributable to Subscribed shares of the Project will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” Governing Law (Article 8) is the law of the State of Illinois. The following changes are made to Article 9: Section 9.1 shall not apply. Section 9.2 is replaced in its entirety with the following:

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any the Transaction, absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade each Delivery Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily ContinuingProgram), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderthis Agreement. To the extent that Government Action after the Trade Date (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for non-conforming Products not yet Delivered will be refunded by Sellerthe applicable Party, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, Seller shall be deemed to have used “commercially reasonable” efforts if Seller provides to Buyer evidence of expenditures or estimated expenditures in an amount that exceeds the Commercially Reasonable Threshold; provided, however, such evidence of expenditures or estimated expenditures shall be acceptable to Buyer, in its reasonable discretion. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in Notwithstanding anything to the contrary, if a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Cover Sheet. Buyer and Seller will negotiate in good faith to modify the price and terms of the Product Order. To upon written notice by either Party, and if no modification to this REC Contract is agreed upon by the extent that Government Action renders Delivery illegal under Applicable LawParties within thirty (30) days of receipt of such written notice, either Party may terminate this REC Contract with thirty (30) days written notice of termination to the other Party, and (A) such Transaction will be terminated and terminated, (B) Seller’s Performance Assurance shall be returned, (C) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (D) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding [Commenter 7 Note: We recommend no penalty.] To the foregoingextent that Government Action (i) renders Delivery illegal under Applicable Law or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, no (a) such Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.terminated,

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a athe Product complies with an anthe Applicable Program, and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet.hereunder. To the extent that Government Action (ia) renders Delivery illegal under applicable law or (iib) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (ai) such Transaction will be terminated and terminated, (bii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii), (c, (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (div) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any the Transaction, absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade each Delivery Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily ContinuingProgram), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderthis Agreement. To the extent that Government Action after the Trade Date (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or for non-conforming Products will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, Seller shall be deemed to have used “commercially reasonable” efforts if Seller provides to Buyer evidence of expenditures or estimated expenditures in an amount that exceeds the Commercially Reasonable Threshold; provided, however, such evidence of expenditures or estimated expenditures shall be acceptable to Buyer, in its reasonable discretion. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.. Risk Allocation. The Product is Regulatorily Continuing. GOVERNING LAW Applicable Program. The Illinois Renewable Portfolio Standard, as established under 20 Ill. Comp. Stat. 3855/1-75 is the Applicable Program for this Agreement. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois. To the full extent permitted under applicable law, if the Parties have agreed on the terms of a Transaction, the Parties agree not to contest, or to enter any defense concerning the validity or enforceability of a Transaction on the grounds that the documentation for such Transaction fails to comply with the requirements of a jurisdiction’s Statute of Frauds or other applicable law requiring agreements to be written or signed. ASSIGNMENT

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an 21 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). 22 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. ‌ The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination . Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” Governing Law (Article 8) is the law of the State of New York. The following changes are made to Article 9: Section 9.1 shall not apply. Section 9.2 is replaced in its entirety with the following:

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” Governing Law (Article 8) is the law of the State of Illinois. The following changes are made to Article 9: Section 9.1 shall not apply. Section 9.2 is replaced in its entirety with the following:

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof. Risk Allocation. The Product is Regulatorily Continuing. GOVERNING LAW Applicable Program. The Product is eligible for compliance with the Applicable Program. The Adjustable Block Program contained within the Illinois Renewable Portfolio Standard, as established under 20 Ill. Comp. Stat. 3855/1-75, is the Applicable Program for this Agreement. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois. To the full extent permitted under applicable law, if the Parties have agreed on the terms of a Transaction, the Parties agree not to contest, or to enter any defense concerning the validity or enforceability of a Transaction on the grounds that the documentation for such Transaction fails to comply with the requirements of a jurisdiction’s Statute of Frauds or other applicable law requiring agreements to be written or signed.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any the Transaction, absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderthis Agreement. To the extent that Government Action (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, “commercially reasonable” efforts shall include proof by Seller that the estimated expenditure would be in the amounts up to or exceeding the Collateral Requirement. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.. Risk Allocation. The Product is Regulatorily Continuing. GOVERNING LAW Applicable Program. The Product is eligible for compliance with the Applicable Program. Seller warrants, as of the Effective Date and each date of Delivery, that the Product meets all the requirements of the Applicable Program for compliance. The Illinois Renewable Portfolio Standard (“RPS”), as established under 20 Ill. Comp. Stat. 3855/1-75 is the Applicable Program for this Agreement. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois. To the full extent permitted under applicable law, if the Parties have agreed on the terms of a Transaction, the Parties agree not to contest, or to enter any defense concerning the validity or enforceability of a Transaction on the grounds that the documentation for such Transaction fails to comply with the requirements of a jurisdiction’s Statute of Frauds or other applicable law requiring agreements to be written or signed. ASSIGNMENT

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii), (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof. Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). 31 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity).

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transactionthis Agreement, if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Effective Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Effective Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, ) will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, such Transaction (a) this Agreement will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or not attributable to Subscribed shares of the Project will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” Governing Law (Article 8) is the law of the State of New York. The following changes are made to Article 9: Section 9.1 shall not apply. Section 9.2 is replaced in its entirety with the following:

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii)7.1(c)(i), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a athe Product complies with an anthe Applicable Program, and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet.hereunder. To the extent that Government Action (i) renders Delivery illegal under Applicable Law, Lawapplicable law or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, in accordance with Section 7.1(e)(ii), (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law Lawapplicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that 42 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). 43 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any TransactionTransaction(s), if Seller represents that a Product complies with an Applicable Program, such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLaw or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law taken by a Governmental Authority alleging that Party’s violation thereof.” Governing Law (Article 8) is the law of the State of New York. The following changes are made to Article 9: Section 9.1 shall not apply. Section 9.2 is replaced in its entirety with the following:

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any the Transaction, absent a representation by Seller represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and effective as of the Trade Tradeeach Delivery Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderthis Agreement. To the extent that Government Action after the Trade Date (i) renders Delivery illegal under applicable law or (ii) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered or for non-conforming Products will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, “commercially reasonable” efforts shall include proof by Seller that the estimated expenditure would be in the amounts up to or exceeding the Collateral Requirement.Seller shall be deemed to have used “commercially reasonable” efforts if Seller provides to Buyer evidence of expenditures or estimated expenditures in an amount that exceeds the Commercially Reasonable Threshold; provided, however, such evidence of expenditures or estimated expenditures shall be acceptable to Buyer, in its reasonable discretion. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transactionthe Transaction(s), absent Seller 35 Specifically, if payments have been made to Seller with respect to a representation by Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). 36 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the Designated System Paid REC Quantity and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). represents that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a Product complies with an Applicable Program, Program and such representation is made and is effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver the Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product Orderhereunder. To the extent that Government Action (a) renders Delivery illegal under applicable law or (b) renders the Product ineligible to comply with the Applicable LawProgram in such a manner that no modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (i) such Transaction will be terminated and terminated, (ii) Seller’s Performance Assurance shall be returned in accordance with Section 7.1(e)(ii), (iii) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (iv) neither Seller nor Buyer will have any liability to the other after such termination. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law applicable law taken by a Governmental Authority alleging that Party’s violation thereof.

Government Action. The Parties acknowledge that the Applicable ProgramsProgram, which among other things establish establishes the conditions for a market for certain Products, may be the subject of Government Action (including court challenge) that could adversely affect the eligibility of a Product to meet the requirements of an Applicable Program or otherwise alter the requirements of the Applicable Program, or make a Product unavailable or dramatically diminished or increased in value. With respect to any Transaction, absent a representation by Seller that the Product complies with the requirements of a particular Applicable Program, Buyer bears the risk that the Product is or will be in compliance with any Applicable Program. With respect to any Transaction, if Seller represents that a athe Product complies with an anthe Applicable Program, and such representation is made and effective as of the Trade Date, and Seller will not be in breach of such representation on account regardless of any Government Action occurring after the Trade Date, unless the Product is Regulatorily Continuing, in which case Seller must Deliver Product that complies with the Applicable Program as of the each Delivery Date. Unless otherwise specifically specified in a particular Product Order, Government Action that changes in any respect the value of a Product (without rendering the Product out of compliance with the Applicable Program if Regulatorily Continuing), including a Cancellation of Applicable Program, will have no effect on the obligation of the Parties to purchase and sell such Product at the price and on the terms set forth in the Product OrderCover Sheet.this Agreement. To the extent that Government Action (i) renders Delivery illegal under Applicable LawLawapplicable law or (ii) renders the Product ineligible to comply with the Applicable Program in such a manner that no commercially reasonable modification to the Product or action taken by Seller would allow the Product to comply with the Applicable Program, (a) such Transaction will be terminated and terminated, (b) Seller’s Performance Assurance shall be returned, (c) that portion of whatever has been paid for Products not yet Delivered will be refunded by Seller, to the extent it is lawful to do so, and (d) neither Seller nor Buyer will have any liability to the other after such termination. For purposes of the foregoing, “commercially reasonable” efforts shall include proof by Seller that the estimated expenditure would be in the amounts up to or exceeding the Collateral Requirement. Notwithstanding the foregoing, no Transaction will be affected, cancelled, or otherwise impaired by Government Action that is specific to a Party under Applicable Law Lawapplicable law taken by a Governmental Authority alleging that Party’s violation thereof.