Common use of REGULATORY EVENT Clause in Contracts

REGULATORY EVENT. For the purposes of this Agreement, “Regulatory Event” means a government action requiring compliance, a court order, ruling, law, statute, ordinance, regulation or policy having the effect of law promulgated after the effective date of any Transaction under this Agreement, whether on a local, state or federal level, including but not limited to market rate caps (whether temporary or permanent), regulatory market requirements or the imposition of New Taxes. Regulatory Event will not include a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Agreement. In the event a Regulatory Event occurs that renders a Party unable to continue to perform, either in whole or in part, under any Transaction, or a Regulatory Event has a material adverse economic impact under this Agreement on a Party (the “Affected Party”) as determined by the Affected Party and the Affected Party is unable, after using commercially reasonable efforts, to avoid the inability to perform or the material economic impact, the Affected Party or other Party (the “Non-Affected Party”), will be entitled to terminate and liquidate the Transactions affected by such Regulatory Event (the “Affected Transactions”) in accordance with Section 5, subject to the following conditions: (a) In a timely manner following the occurrence of the Regulatory Event, the Affected Party must give the Non-Affected Party at least twenty (20) Business Days prior written notice of its intent to terminate and liquidate the Affected Transaction(s). The notice provided by the Affected Party will be the “Regulatory Event Notice to Terminate”. During the twenty (20) Business Day period following the Regulatory Event Notice to Terminate, the Parties will continue to perform their respective obligations under this Agreement and attempt to reach mutual agreement to resolve the material adverse economic impact on the Affected Party or the inability of the Affected Party to continue to perform. (b) If a mutual agreement is not reached within the referenced twenty (20) Business Days notice period, the Affected Party will by written notice to the other Party specify an Early Termination Date (which must be a Business Day and which date will be no more than ten (10) Days after the date of such notice) and on such Early Termination Date will determine damages in accordance with Section 5 of this Agreement; provided however, that for purposes of determining the resulting amount(s) owed for the termination and liquidation of each Affected Transaction, the Market Value for each Terminated Transaction will be determined by using the mid-point, as it may be estimated, between the bid price and the ask price set forth in such publication(s) commonly accepted by the natural gas industry (selected by RE Gas in a commercially reasonable manner) to determine Market Value for each Terminated Transaction to reflect that neither Party is a Defaulting Party and accordingly the intent of the Parties is not to ascertain liquidated damages from a non-defaulting Party’s perspective. The respective Parties will have the same rights and remedies related to the calculation and dispute of the resulting Net Settlement Amount(s) owed with respect to the termination and liquidation of the Affected Transactions as those set forth in Section 5. (c) The Party owing the Net Settlement Amount will pay the Net Settlement Amount to the other Party as provided under Section 5, provided that a Party will not be entitled to receive a Net Settlement Amount if it initiated or supported the Regulatory Event. (d) For the purposes of this Section 14, “New Tax” or “New Taxes” means any and all governmental charges, licenses, fees, permits and assessments, or increases therein, that are imposed on a Party that (i) were not in effect on the date the Affected Transaction was entered into by the Parties, or (ii) were not imposed on the Affected Transaction on the date the Affected Transaction was entered into by the Parties.

REGULATORY EVENT. For the purposes of this AgreementSection, “Regulatory Event” means a government action requiring compliance, compliance with a new court order, ruling, law, statute, ordinance, regulation or policy having the effect of law promulgated after the effective date Effective Date of any Transaction under this Agreement, whether on Agreement by a local, state or federal levelgovernmental authority having jurisdiction, including but not limited to market rate caps (whether temporary or permanent), regulatory market requirements or the imposition of New Taxes. Regulatory Event will not include a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Agreement. In the event a Regulatory Event occurs that which renders a Party unable to continue to perform, either in whole or in part, perform under any Transactionthis Agreement, or a Regulatory Event has a material adverse economic impact under this Agreement on a is the cause of rendering continued performance commercially unreasonable, the Party affected (the “Affected Party”) as determined by the Affected Party and the Affected Party is unable, after using commercially reasonable efforts, to avoid the inability to perform or the material economic impact, the Affected Party or other Party (the “Non-Affected Party”), will shall be entitled to terminate and liquidate the Transactions affected by such Regulatory Event (the “Affected Transactions”) this Agreement in accordance with Section 5Article 13, subject to the following conditions: (a) In a timely manner following the occurrence of the Regulatory Event, the Affected Party must give the other Party (“Non-Affected Party Party”) at least twenty forty five (2045) Business Days Days’ prior written notice (the “Regulatory Event Notice of Intent to Terminate”) of its intent to terminate and liquidate the Affected Transaction(s). The notice provided by the Affected Party will be the “Regulatory Event Notice to Terminate”this Agreement. During the twenty forty five (2045) Business Day period following the Regulatory Event Notice of Intent to Terminate, the Parties will continue to perform their respective obligations under this Agreement and shall attempt to reach mutual agreement agreement, to resolve the material adverse economic commercially unreasonable impact on the Affected Party or the inability of the Affected Party to continue to perform. (b) If if a mutual agreement is not reached within the referenced twenty forty five (2045) Business Days Day notice period, the Affected Party will will, by written notice to the other Party Non Affected Party, specify an Early Termination Date as if a Default under Article 13 had occurred (which must “Termination Notice”). Unless otherwise mutually agreed, the Non Affected Party will calculate the Net Settlement Amount under Article 13 in the same manner as if it were the Non Defaulting Party provided that such amount shall be a Business Day and which date will be no more than determined without including in the calculation the financial impact that the Regulatory Event would have had over the remaining Term of this Agreement. The Non Affected Party shall provide the calculation with supporting documentation, to the Affected Party within ten (10) Business Days after the date of such notice) and on such Early Termination Date will determine damages in accordance with Section 5 of this Agreement; provided however, that for purposes of determining the resulting amount(s) owed for the termination and liquidation of each Affected Transaction, the Market Value for each Terminated Transaction will be determined by using the mid-point, as it may be estimated, between the bid price and the ask price set forth in such publication(s) commonly accepted by the natural gas industry (selected by RE Gas in a commercially reasonable manner) to determine Market Value for each Terminated Transaction to reflect that neither Party is a Defaulting Party and accordingly the intent of the Parties is not to ascertain liquidated damages from a non-defaulting Party’s perspective. The respective Parties will have the same rights and remedies related to the calculation and dispute of the resulting Net Settlement Amount(s) owed with respect to the termination and liquidation of the Affected Transactions as those set forth in Section 5Termination Notice. (c) The upon a final determination of the Net Settlement Amount, the Party owing the Net Settlement Amount will shall pay the Net Settlement Amount to the other Party as provided under Section 5, provided that a Party will not be entitled to receive a Net Settlement Amount if it initiated or supported the Regulatory EventArticle 13. (d) For the purposes of this Section 14, “New Tax” or “New Taxes” means any and all governmental charges, licenses, fees, permits and assessments, or increases therein, that are imposed on a Party that (i) were not in effect on the date the Affected Transaction was entered into by the Parties, or (ii) were not imposed on the Affected Transaction on the date the Affected Transaction was entered into by the Parties.

REGULATORY EVENT. For the purposes of Lender may terminate this Agreement, “Regulatory Event” means a government action requiring compliance, a court order, ruling, law, statute, ordinance, regulation or policy having the effect of law promulgated after the effective date of any Transaction under this Agreement, whether on a local, state or federal level, including but not limited to market rate caps (whether temporary or permanent), regulatory market requirements or the imposition of New Taxes. Regulatory Event will not include a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Agreement. In the event a Regulatory Event occurs that renders a Party unable to continue to performOrigination Agreement and its obligations hereunder, either in whole or in partwith respect to one or more Program Agreements as elected by Lender, under any Transactionupon sixty (60) days prior written notice to Servicer (or less if required by the applicable Governmental Authority) if (a) Lender receives written notification from a Governmental Authority indicating (i) that this Origination Agreement, or any of the transactions contemplated hereby, breaches, violates, contravenes or conflicts with any Law, Order, or Permit (or any interpretation thereof by such Governmental Authority) in any material respect, including, but not limited to, any determination by such Governmental Authority that this Origination Agreement and the transactions contemplated hereby violate or exceed any applicable legal lending limit to which the Lender is subject or (ii) that, with respect to Retained Economics Loans the aggregate outstanding principal balances of which constitutes at least FACILITY LOAN ORIGINATION AGREEMENT (GreenSky-Synovus) – Page 34 [*****] percent ([*****]%) of an amount equal to the maximum Commitment Amount (which, if the Commitment Period has expired or been terminated, shall be deemed for such purpose to be the maximum Commitment Amount in effect immediately prior to such expiration or termination), such Retained Economics Loans breach, violate, contravene or conflict with any Law, Order or Permit (or any interpretation thereof by such Governmental Authority) affecting the enforceability, validity or collectability of such Retained Economic Loans, (b) any Governmental Authority commences any formal investigation, legal action or proceeding (other than a Servicer Regulatory Event Routine Inquiry) against Servicer or any of its Affiliates challenging its authority to administer, market, collect or service Retained Economics Loans the aggregate outstanding principal balances of which constitutes at least [*****] percent ([*****]%) of an amount equal to the maximum Commitment Amount (which, if the Commitment Period has expired or been terminated, shall be deemed for such purpose to be the maximum Commitment Amount in effect immediately prior to such expiration or termination), or otherwise alleging any material non-compliance by Servicer or any of its Affiliates with any applicable Laws related to administering, marketing, collecting, servicing or enforcing Retained Economics Loans the aggregate outstanding principal balances of which constitutes at least [*****] percent ([*****]%) of an amount equal to the maximum Commitment Amount (which, if the Commitment Period has expired or been terminated, shall be deemed for such purpose to be the maximum Commitment Amount in effect immediately prior to such expiration or termination), which investigation, legal action or proceeding, in each case, is not released or terminated in a manner reasonably acceptable to Lender within ninety (90) calendar days of commencement thereof, or (c) any Governmental Authority issues or enters any Order against Servicer or any of its Affiliates (other than a Servicer Regulatory Routine Inquiry) that has a material adverse economic impact under this Agreement on a Party (i) the “Affected Party”administration, marketing, collection, servicing or enforcement of Retained Economics Loans the aggregate outstanding principal balances of which constitutes at least [*****] percent ([*****]%) as determined by of an amount equal to the Affected Party and maximum Commitment Amount (which, if the Affected Party is unableCommitment Period has expired or been terminated, after using commercially reasonable efforts, shall be deemed for such purpose to avoid be the inability maximum Commitment Amount in effect immediately prior to perform such expiration or the material economic impact, the Affected Party or other Party (the “Non-Affected Party”termination), will be entitled to terminate and liquidate (ii) the Transactions affected by such Regulatory Event (the “Affected Transactions”) in accordance with Section 5, subject to the following conditions: (a) In a timely manner following the occurrence ability of the Regulatory Event, the Affected Party must give the Non-Affected Party at least twenty (20) Business Days prior written notice of its intent to terminate and liquidate the Affected Transaction(s). The notice provided by the Affected Party will be the “Regulatory Event Notice to Terminate”. During the twenty (20) Business Day period following the Regulatory Event Notice to Terminate, the Parties will continue Servicer or Lender to perform their respective obligations under this Origination Agreement and attempt to reach mutual agreement to resolve the material adverse economic impact on the Affected Party or the inability other Origination Papers, or (iii) the rights of Lender under this Origination Agreement or the Affected Party other Origination Papers or the transactions contemplated hereunder and thereunder, provided, that, (x) in each case, upon the favorable resolution of such Order described in this clause (c), as determined by Lender in its reasonable discretion (whether by judgment, withdrawal of such Order, settlement or otherwise) and confirmed by written notice from Lender (not to continue be unreasonably withheld or delayed), such event shall cease to perform. exist immediately upon such determination by Lender, and (y) for the avoidance of doubt, the issuance of a civil investigative demand, subpoena or other information request by a Governmental Authority shall not, on its own, constitute such an event (each such event described in clause (a), (b) If or (c), a mutual agreement is not reached within the referenced twenty (20) Business Days notice period, the Affected Party will by written notice “Regulatory Event”); subject to the other Party specify an Early Termination Date right of Servicer to cure such Regulatory Event within such sixty (which must be 60) days (if such Regulatory Event is subject to cure or if such cure period is permitted by such Governmental Authority), it being agreed that Servicer shall have the right to cure a Business Day and which date will be no more than ten Regulatory Event by purchasing (10or causing its designee to purchase) Days after on a whole loan basis a portion of the date Retained Economics Loans impacted by such Regulatory Event (or, if Lender’s ownership of such noticeRetained Economics Loans does not violate applicable Law, Economic Participations in a portion of such Retained Economics Loans) such that the Regulatory Event ceases to exist, with such purchase by Servicer (or its designee) being made in FACILITY LOAN ORIGINATION AGREEMENT (GreenSky-Synovus) – Page 35 accordance with the terms of Section 2.07 (including the requirements applicable to a proposed designee, as set forth therein). In the event of a termination by reason of a Regulatory Event, Lender shall continue to be obligated to (i) fund all approved but not fully funded Retained Loans and on Participated Loans that conform to the Credit Policy that have been previously approved as of the day prior to the termination date set forth in the notice of the Regulatory Event until such Early Termination Date will determine damages time as all such Loans have been fully funded and (ii) pay Servicer amounts due pursuant to the Economics Agreement in accordance with Section 5 its terms, unless, in either case, the applicable Governmental Authority prohibits or restricts Lender from continuing to take such actions or making such payments. Notwithstanding any provision hereof or in the Servicing Agreement, the Lender shall not be liable for any general, direct, indirect, ordinary, special, consequential or other damages of any kind or nature incurred or sustained by the Servicer or otherwise arising out of the termination of this Agreement; provided however, that for purposes Origination Agreement or the Servicing Agreement by reason of determining the resulting amount(s) owed for the termination and liquidation of each Affected Transaction, the Market Value for each Terminated Transaction will be determined by using the mid-point, as it may be estimated, between the bid price and the ask price set forth in such publication(s) commonly accepted by the natural gas industry (selected by RE Gas in a commercially reasonable manner) to determine Market Value for each Terminated Transaction to reflect that neither Party is a Defaulting Party and accordingly the intent of the Parties is not to ascertain liquidated damages from a non-defaulting Party’s perspective. The respective Parties will have the same rights and remedies related to the calculation and dispute of the resulting Net Settlement Amount(s) owed with respect to the termination and liquidation of the Affected Transactions as those set forth in Section 5. (c) The Party owing the Net Settlement Amount will pay the Net Settlement Amount to the other Party as provided under Section 5, provided that a Party will not be entitled to receive a Net Settlement Amount if it initiated or supported the Regulatory Event. (d) For the purposes of this Origination Agreement pursuant to this Section 14, “New Tax” or “New Taxes” means any and all governmental charges, licenses, fees, permits and assessments, or increases therein, that are imposed on a Party that (i) were not in effect on the date the Affected Transaction was entered into by the Parties, or (ii) were not imposed on the Affected Transaction on the date the Affected Transaction was entered into by the Parties6.05. Section 6.06 [*****].

REGULATORY EVENT. For If, after the purposes of Effective Date, a Regulatory Event occurs or New Taxes are imposed, and such event or taxes have a direct, material and adverse effect on the economic benefits to a Party to this Agreement, “the affected Party shall send written notice to the other Party, setting forth the Regulatory Event” means a government action requiring compliance, a court order, ruling, law, statute, ordinance, regulation Event or policy having New Taxes and reasonably demonstrating the effect of law promulgated after the same on the affected Party. Upon delivery of such notice, the Parties shall use reasonable efforts to negotiate an amendment to this Agreement to mitigate such effect. Alternatively, if as a direct result of such a Regulatory Event or New Taxes, Competitive Supplier incurs additional, material costs, which costs are not recovered by Competitive Supplier pursuant to Exhibit A, Competitive Supplier shall provide a written notice to the Municipality that documents: a) the effective date of any Transaction under this Agreement, whether on a local, state or federal level, including but not limited to market rate caps (whether temporary or permanent), regulatory market requirements or the imposition of New Taxes. Regulatory Event or New Tax; b) a detailed explanation and reasonable demonstration of the material costs incurred as a result of the Regulatory Event or New Tax; c) the timing of the cost impacts to be incurred by the Competitive Supplier; d) the proposed price increase per kWh to be passed on to Participating Consumers; and e) a proposed plan for coordinating with the Local Distributor for an increase in price to be billed by the Local Distributor designed to reimburse the Competitive Supplier for such cost impact. If the Parties are not able to agree on an amendment to this Agreement or reimbursement contemplated by this section, and Competitive Supplier reasonably determines that it cannot recover such additional material costs prior to termination or expiration of the ESA, then Competitive Supplier may implement a retail price adjustment after completing the actions described above in (a) through (e) of this Article; provided that the matter will then be subject to dispute resolution in accordance with Article 13.2. If the result of such dispute resolution process is a finding or ruling that Competitive Supplier was not include a regulatory agency disallowingentitled to the retail price adjustment imposed by Competitive Supplier, in whole or in part, the pass through Competitive Supplier shall issue refunds to all Participating Consumers within sixty days of costs resulting from this Agreementsuch determination. In the no event shall a Regulatory Event occurs that renders price change become effective without providing Participating Consumers with a Party unable to continue to perform, either in whole or in part, under any Transaction, or a Regulatory Event has a material adverse economic impact under this Agreement on a Party (the “Affected Party”) as determined by the Affected Party and the Affected Party is unable, after using commercially reasonable efforts, to avoid the inability to perform or the material economic impact, the Affected Party or other Party (the “Non30-Affected Party”), will be entitled to terminate and liquidate the Transactions affected by such Regulatory Event (the “Affected Transactions”) in accordance with Section 5, subject to the following conditions: (a) In a timely manner following the occurrence day advance notice of the Regulatory Event, the Affected Party must give the Non-Affected Party at least twenty (20) Business Days prior written notice of its intent to terminate and liquidate the Affected Transaction(s). The notice provided by the Affected Party will be the “Regulatory Event Notice to Terminate”. During the twenty (20) Business Day period following the Regulatory Event Notice to Terminate, the Parties will continue to perform their respective obligations under this Agreement and attempt to reach mutual agreement to resolve the material adverse economic impact on the Affected Party or the inability of the Affected Party to continue to performprice change. (b) If a mutual agreement is not reached within the referenced twenty (20) Business Days notice period, the Affected Party will by written notice to the other Party specify an Early Termination Date (which must be a Business Day and which date will be no more than ten (10) Days after the date of such notice) and on such Early Termination Date will determine damages in accordance with Section 5 of this Agreement; provided however, that for purposes of determining the resulting amount(s) owed for the termination and liquidation of each Affected Transaction, the Market Value for each Terminated Transaction will be determined by using the mid-point, as it may be estimated, between the bid price and the ask price set forth in such publication(s) commonly accepted by the natural gas industry (selected by RE Gas in a commercially reasonable manner) to determine Market Value for each Terminated Transaction to reflect that neither Party is a Defaulting Party and accordingly the intent of the Parties is not to ascertain liquidated damages from a non-defaulting Party’s perspective. The respective Parties will have the same rights and remedies related to the calculation and dispute of the resulting Net Settlement Amount(s) owed with respect to the termination and liquidation of the Affected Transactions as those set forth in Section 5. (c) The Party owing the Net Settlement Amount will pay the Net Settlement Amount to the other Party as provided under Section 5, provided that a Party will not be entitled to receive a Net Settlement Amount if it initiated or supported the Regulatory Event. (d) For the purposes of this Section 14, “New Tax” or “New Taxes” means any and all governmental charges, licenses, fees, permits and assessments, or increases therein, that are imposed on a Party that (i) were not in effect on the date the Affected Transaction was entered into by the Parties, or (ii) were not imposed on the Affected Transaction on the date the Affected Transaction was entered into by the Parties.

REGULATORY EVENT. For If, after the purposes of Effective Date, a Regulatory Event occurs or New Taxes are imposed, and such event or taxes have a direct, material and adverse effect on the economic benefits to a Party to this Agreement, “the affected Party shall send written notice to the other Party, setting forth the Regulatory Event” means a government action requiring compliance, a court order, ruling, law, statute, ordinance, regulation Event or policy having New Taxes and reasonably demonstrating the effect of law promulgated after the same on the affected Party. Upon delivery of such notice, the Parties shall use reasonable efforts to negotiate an amendment to this Agreement to mitigate such effect. Alternatively, if as a direct result of such a Regulatory Event or New Taxes, Competitive Supplier incurs additional, material costs, which costs are not recovered by Competitive Supplier pursuant to Exhibit A, Competitive Supplier shall provide a written notice to the Municipality that documents: a) the effective date of any Transaction under this Agreement, whether on a local, state or federal level, including but not limited to market rate caps (whether temporary or permanent), regulatory market requirements or the imposition of New Taxes. Regulatory Event or New Tax; b) a detailed explanation and reasonable demonstration of the material costs incurred as a result of the Regulatory Event or New Tax; c) the timing of the cost impacts to be incurred by the Competitive Supplier; d) the proposed price increase per kWh to be passed on to Participating Consumers; and e) a proposed plan for coordinating with the Local Distributor for an increase in price to be billed by the Local Distributor designed to reimburse the Competitive Supplier for such cost impact. If the Parties are not able to agree on an amendment to this Agreement or reimbursement contemplated by this section, the matter may be subject to dispute resolution in accordance with Article 13.2. and the ESA is expected to terminate within 12 months or less, the Competitive Supplier may implement the Retail Price Adjustment after completing the actions described above in (a) through (e) of this Article, but the matter will then be subject to dispute resolution in accordance with Article 13.2, and if the result of such dispute resolution process is a finding or ruling that the Competitive Supplier was not include entitled to a regulatory agency disallowingRetail Price Adjustment, in whole or in part, the pass through Competitive Supplier shall issue refunds to all Participating Customers affected by the Retail Price Adjustment within sixty days of costs resulting from this Agreementsuch determination. . In the no event shall a Regulatory Event occurs that renders price change become effective without providing Participating Consumers with a Party unable to continue to perform, either in whole or in part, under any Transaction, or a Regulatory Event has a material adverse economic impact under this Agreement on a Party (the “Affected Party”) as determined by the Affected Party and the Affected Party is unable, after using commercially reasonable efforts, to avoid the inability to perform or the material economic impact, the Affected Party or other Party (the “Non30-Affected Party”), will be entitled to terminate and liquidate the Transactions affected by such Regulatory Event (the “Affected Transactions”) in accordance with Section 5, subject to the following conditions: (a) In a timely manner following the occurrence day advance notice of the Regulatory Event, the Affected Party must give the Non-Affected Party at least twenty (20) Business Days prior written notice of its intent to terminate and liquidate the Affected Transaction(s). The notice provided by the Affected Party will be the “Regulatory Event Notice to Terminate”. During the twenty (20) Business Day period following the Regulatory Event Notice to Terminate, the Parties will continue to perform their respective obligations under this Agreement and attempt to reach mutual agreement to resolve the material adverse economic impact on the Affected Party or the inability of the Affected Party to continue to performprice change. (b) If a mutual agreement is not reached within the referenced twenty (20) Business Days notice period, the Affected Party will by written notice to the other Party specify an Early Termination Date (which must be a Business Day and which date will be no more than ten (10) Days after the date of such notice) and on such Early Termination Date will determine damages in accordance with Section 5 of this Agreement; provided however, that for purposes of determining the resulting amount(s) owed for the termination and liquidation of each Affected Transaction, the Market Value for each Terminated Transaction will be determined by using the mid-point, as it may be estimated, between the bid price and the ask price set forth in such publication(s) commonly accepted by the natural gas industry (selected by RE Gas in a commercially reasonable manner) to determine Market Value for each Terminated Transaction to reflect that neither Party is a Defaulting Party and accordingly the intent of the Parties is not to ascertain liquidated damages from a non-defaulting Party’s perspective. The respective Parties will have the same rights and remedies related to the calculation and dispute of the resulting Net Settlement Amount(s) owed with respect to the termination and liquidation of the Affected Transactions as those set forth in Section 5. (c) The Party owing the Net Settlement Amount will pay the Net Settlement Amount to the other Party as provided under Section 5, provided that a Party will not be entitled to receive a Net Settlement Amount if it initiated or supported the Regulatory Event. (d) For the purposes of this Section 14, “New Tax” or “New Taxes” means any and all governmental charges, licenses, fees, permits and assessments, or increases therein, that are imposed on a Party that (i) were not in effect on the date the Affected Transaction was entered into by the Parties, or (ii) were not imposed on the Affected Transaction on the date the Affected Transaction was entered into by the Parties.