Common use of Representations and Warranties of Both Parties Clause in Contracts

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: It that as of the Execution Date: (i) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (ii) except for receipt of the CPUC Approval Approval, in the case of Buyer, and the Governmental Approvals necessary to install, operate and maintain the Project, in the case of Seller, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (iii) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (vi) it is not Bankrupt bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There becoming bankrupt; (vii) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the date of this Agreement); (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement; It and (ixi) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: : (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; ; (b) Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ; (c) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; ; (d) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; ; (e) It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; ; (f) There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (g) It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and and (h) It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: : (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; ; (b) Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ; (c) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; ; (d) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; ; (e) It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; ; (f) There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (g) It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and and (h) It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party represents and warrants to the other Party that: : (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it ; (b) It has or will timely acquire all regulatory authorizations from Governmental Authorities (including Permits) necessary for it to legally perform its obligations under this Agreement; ; (c) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; Applicable Laws; (d) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; , subject to any Equitable Defenses; (e) It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; ; (f) There is not pending orpending, or to its knowledge, threatened against itit or, in the case of Owner, any of its Affiliates, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It ; (g) With respect to the Party making the representation, no Event of Default has occurred or, if an Event of Default has occurred, no Event of Default is continuing; (h) Entering into this Agreement and performance of the obligations hereunder will not result in an Event of Default or a default under another agreement; (i) It is acting for its own account, (ii) has made account and its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying in reliance upon the advice or recommendations of the other Party in so doing, and (iv) it is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and ; (j) It has entered into not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in connection with the conduct of its business and it has the capability or ability deciding to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of enter into this Agreement.

Representations and Warranties of Both Parties. (a) On the Execution Date, each Party Seller represents and warrants to the other Party Buyer that: It : (i) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except for CPUC Approval formation and is qualified to transact business in the case State of BuyerCalifornia and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (ii) except for the Governmental Approvals necessary to install, operate and maintain the Project, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (iii) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (vi) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There ; (vii) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of Distribution Services as provided in this Agreement; It and (ixi) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; . (b) On the Execution Date, Buyer represents and It warrants to Seller that: (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; (ii) it has all regulatory authorizations necessary for it to perform its obligations under this Agreement; (iii) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws applicable to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; (v) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (vi) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (vii) it has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or the ability to make available or take delivery ofof Distribution Services as provided in this Agreement; and (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as applicableto whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the Seller in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the Product under this Agreement in accordance with the terms terms, conditions and risks of this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party represents and warrants to the other Party that: : (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; ; (b) Except for CPUC Approval in the case of BuyerSCE, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ; (c) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; Applicable Laws; (d) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; the terms of this Agreement, subject to any Equitable Defenses; (e) It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; ; (f) There is not pending orpending, or to its knowledge, threatened against itit or, in the case of Seller, any of its Affiliates, any legal proceedings that could materially and adversely affect its ability to perform under this Agreement; (g) No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (h) It (i) is acting for its own account, (ii) has made account and its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying in reliance upon the advice or recommendations of the other Party in so doing, and (iv) it is capable of assessing the merits of and understanding, and understands and accepts, accepts the terms, conditions, conditions and risks of this Agreement; and ; (i) It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement; and (j) It has not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in deciding to enter into this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party as follows: (a) On the Execution Date, Seller represents and warrants to Buyer that: It : (i) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except for CPUC Approval formation and is qualified to transact business in the case State of BuyerCalifornia and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (ii) except for the Governmental Approvals necessary to install, operate and maintain the Project, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (iii) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (vi) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There ; (vii) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of Distribution Services as provided in this Agreement; It and (ixi) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; . (b) On the Execution Date, Buyer represents and It warrants to Seller that: (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; (ii) it has all regulatory authorizations necessary for it to perform its obligations under this Agreement, except for CPUC Approval; (iii) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws applicable to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; (v) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (vi) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (vii) it has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or the ability to make available or take delivery ofof Distribution Services as provided in this Agreement; and (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as applicableto whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the Seller in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the Product under this Agreement in accordance with the terms terms, conditions and risks of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On As of the Execution DateEffective Date and upon each subsequent Delivery, each Party hereby represents and warrants to the other Party that: It : (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, ; (b) it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The ; (c) the execution, delivery and performance of this Agreement are is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This ; (d) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It subject to any equitable defenses, bankruptcy principles, or the like; (e) no Event of Default with respect to it has occurred and is not Bankrupt continuing and there are no proceedings pending such event or being contemplated by it or, to circumstance would occur as a result of its knowledge, threatened against it which would result in it being entering into or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform performing its obligations under this Agreement; It ; (if) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; (g) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; and It and (h) it has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or ability to make available Delivery or take delivery ofAccept Delivery, as applicable, the Product under this Agreement of all RECs set forth in accordance with the terms of this Agreement.Part A.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: It that as of the Execution Date: (a) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (b) except for receipt of CPUC Approval Approval, in the case of Buyer, and the Governmental Approvals necessary to install, operate and maintain the Project, in the case of Seller, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (c) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (d) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (e) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (f) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There ; (g) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It ; (h) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (i) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (j) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement; and (k) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: It that as of the Execution Date: (i) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except formation and is qualified to transact business in the State of Delaware and in each other jurisdiction in which its operations or the ownership of its properties require it to be qualified, except where the failure to so qualify would not have a material adverse effect on its ability to carry out the terms of the Agreement, its financial condition, or its ability to own its properties and transact its business; (ii) except for CPUC the Permits necessary to construct, operate and maintain the Project in the case of the Seller, and Regulatory Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations Permits necessary for it to legally perform its obligations under this Agreement; The ; (iii) the execution, delivery and performance of this Agreement are is within its powers, have has been duly authorized by all necessary action and do does not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This , and it has full power and authority to carry on its business as now conducted and to enter into, and, in the case of Buyer, subject to receipt of Regulatory Approval, carry out its obligations under this Agreement; (iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any Lien upon its properties (except as expressly contemplated in favor of Buyer pursuant to this Agreement and the Project Security Agreements), or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of, such Party’s articles of incorporation and bylaws (or equivalent) or any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement has been duly and validly executed and delivered and constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (vi) it is not Bankrupt bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There becoming bankrupt; (vii) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It and (iviii) no Event of Default with respect to it has occurred and is acting for its own account, (ii) has made its own independent decision to enter into this Agreement continuing and no such event or circumstance would occur as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct a result of its business and it has the capability entering into or ability to make available or take delivery of, as applicable, the Product performing its obligations under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: It that as of the Execution Date: (i) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (ii) except for receipt of the CPUC Approval Approval, in the case of Buyer, and the Governmental Approvals necessary to install, operate and maintain the Project, in the case of Seller with a New Facility, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (iii) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (vi) it is not Bankrupt bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There becoming bankrupt; (vii) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement; It and (ixi) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of BuyerSCE, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to itApplicable Laws; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its termsthe terms of this Agreement, subject to any Equitable Defenses; It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There is not pending orpending, or to its knowledge, threatened against itit or, in the case of Seller, any of its Affiliates, any legal proceedings that could materially and adversely affect its ability to perform under this Agreement; No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; It (i) is acting for its own account, (ii) has made account and its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying in reliance upon the advice or recommendations of the other Party in so doing, and (iv) it is capable of assessing the merits of and understanding, and understands and accepts, accepts the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement; and It has not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in deciding to enter into this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of BuyerSCE, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to itApplicable Laws; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending orpending, or to its knowledge, threatened against itit or, in the case of Seller, any of its Affiliates, any legal proceedings that could materially adversely affect its ability to perform under this Agreement; No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; It (i) is acting for its own account, (ii) has made account and its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying in reliance upon the advice or recommendations of the other Party in so doing, and (iv) it is capable of assessing the merits of and understanding, and understands and accepts, accepts the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement; and It has not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in deciding to enter into this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party represents and warrants to the other Party that: : (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it ; (b) It has or will timely acquire all regulatory authorizations from Governmental Authorities (including Permits) necessary for it to legally perform its obligations under this Agreement; ; (c) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; Applicable Laws; (d) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; , subject to any Equitable Defenses; (e) It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; ; (f) There is not pending orpending, or to its knowledge, threatened against itit or, in the case of Owner, any of its Affiliates, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It ; (g) With respect to the Party making the representation, no Event of Default has occurred or, if an Event of Default has occurred, no Event of Default is continuing; (h) Entering into this Agreement and performing its obligations hereunder will not result in an Event of Default or a default under any other material agreement to which it is a party or by which its assets are bound; (i) It is acting for its own account, (ii) has made account and its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying in reliance upon the advice or recommendations of the other Party in so doing, and (iv) it is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and ; (j) It has entered into not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in connection with the conduct of its business and it has the capability or ability deciding to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of enter into this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: It that as of the Execution Date: (a) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (b) except for receipt of CPUC Approval Approval, in the case of Buyer, and the Governmental Approvals necessary to install, operate and maintain the Project, in the case of Seller, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (c) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid ; (d) execution and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into delivery of this Agreement and as to whether this Agreement is appropriate performance or proper for it based compliance with any provision hereof will not result in the creation or imposition of any lien upon its own judgmentproperties, (iii) or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is not relying upon the advice a party or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct by which any of its business and it has the capability respective properties is bound or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.affected;

Representations and Warranties of Both Parties. On As of the Execution Date and the Effective Date, each Party represents and warrants to the other Party that: : (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ; (b) The execution, delivery and performance of this Agreement are within its powerspower, have been duly authorized by all necessary action (other than Final Commission Approval) and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like laws applicable to it; ; (c) This Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; ; (d) It is not Bankrupt bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; bankrupt; (e) There is not pending or, to its knowledge, threatened against itit or in Seller’s case, guarantor, if applicable, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (f) It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands understand and accepts, the terms, conditions, and risks of this Agreement; and and (g) It has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or ability to make available or take delivery of, as applicable, the Product of all DR Resources under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party represents and warrants to the other Party that: : (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it ; (b) It has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ; (c) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; Applicable Laws; (d) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; the terms of this Agreement, subject to any Equitable Defenses; (e) It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; ; (f) There is not pending orpending, or to its knowledge, threatened against itit or, in the case of Seller, any of its Affiliates, any legal proceedings that could materially and adversely affect its ability to perform under this Agreement; (g) No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (h) It (i) is acting for its own account, (ii) has made account and its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying in reliance upon the advice or recommendations of the other Party in so doing, and (iv) it is capable of assessing the merits of and understanding, and understands and accepts, accepts the terms, conditions, conditions and risks of this Agreement; and ; (i) It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement; and (j) It has not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in deciding to enter into this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party thatthat as of the Effective Date: It it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formationformation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; Except except for receipt of CPUC Approval Approval, in the case of Buyer, and the Governmental Approvals necessary to install, operate and maintain the Project, in the case of Seller, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (i) as in effect as of the Effective Date of this Agreement); it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of Distribution Services as provided in this Agreement; and it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Effective Date and the Approval Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval as provided in the case of BuyerSection 2.02 and Article Five, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powerspower, have been duly authorized by all necessary action (other than regulatory approval as set forth in Section 2.02) and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like Applicable Laws applicable to it; This Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would could result in it being or become becoming Bankrupt; There is not pending or, to its knowledge, threatened against it, it any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; No Event of Default with respect to it has occurred and is continuing and no such Event of Default would occur as a result of its entering into or performing its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; It is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; and It has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or ability to make available or take delivery ofof all Product, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On In addition to any other representations and warranties contained in the Execution DateAgreement, each Party represents and warrants to the other Party as of the Effective Date that: It : (a) it is duly organized, organized and validly existing and in good standing under the laws of in the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, organization; (b) it has or will timely acquire all regulatory authorizations necessary for it the full right and authority to legally enter into, execute, deliver, and perform its obligations under this the Agreement; The ; (c) it has taken all requisite corporate or other action to approve the execution, delivery delivery, and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or Agreement; (d) the like applicable to it; This Agreement constitutes its legally legal, valid and binding obligation, obligation enforceable against it such Party in accordance with its terms; It , except as may be limited by applicable bankruptcy and other similar laws now or hereafter in effect, provided that enforcement of the Agreement against Purchaser is not Bankrupt and subject to action of the Purchaser’s Board of Trustees to approve this Agreement in properly noticed open public meeting; (e) there are is no proceedings litigation, action, proceeding or investigation pending or being contemplated by it or, to the best of its knowledge, threatened against it which would result in it being before any court or become Bankrupt; There is not pending orother Governmental Authority by, to against, affecting or involving any of its knowledge, threatened against it, any legal proceedings business or assets that could materially reasonably be expected to adversely affect its ability to perform carry out the transactions contemplated herein; (f) its obligations under this Agreement; It execution and performance of the Agreement and the transactions contemplated hereby do not and will not constitute a breach of any term or provision of, or a default under, (i) any contract, agreement or Governmental Approval to which it or any of its Affiliates is acting for a party or by which it or any of its own accountAffiliates or its or their property is bound, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate organizational documents, or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations any Applicable Laws; and (g) its execution and performance of the other Party Agreement and the transactions contemplated hereby do not and will not require any consent from a third party, including any Governmental Approvals from any Governmental Authority, that are not identified in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this AgreementSpecial Conditions.

Representations and Warranties of Both Parties. On the Execution DateEach of Sepracor and Xxxxxxx hereby represents, each Party represents warrants and warrants covenants to the other Party that: as follows: (a) It has full right, power and authority to enter into this Agreement and there is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, nothing which would prevent it has or will timely acquire all regulatory authorizations necessary for it to legally perform from performing its obligations under the terms and conditions imposed on it by this Agreement; The execution, delivery and performance of this . (b) This Agreement are within its powers, have has been duly authorized by all necessary corporate and stockholder action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is constitutes a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms hereof. (c) There is no provision in its articles of incorporation, by-laws or equivalent governing documents which would be contravened by the execution, delivery or performance by it of this Agreement. (d) There is no action or proceeding pending or in so far as it knows or ought to know threatened against it before any court, administrative agency or other tribunal which might have a material adverse effect on its business or condition, financial or otherwise. (e) It knows of no third party patent, trademark, copyright, trade secret or other intellectual property right that would be infringed by manufacture, use, or sale of Product as contemplated by this Agreement. (f) Neither its execution nor its delivery of this Agreement, nor its fulfillment of or compliance with the terms and provisions hereof, shall contravene any provision of the laws of any jurisdiction, including, without limitation, any statute, rule, regulation, judgment, decree, order, franchise or permit applicable to it. (g) It has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the parties agree that no presumption shall exist or be implied against the party which drafted such terms and provisions.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of BuyerSCE, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; and It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement. Additional Seller Representations, Warranties and Covenants Seller hereby covenants to SCE that: the Project will meet the eligibility requirements set forth in Section 1.4; and It has entered into Seller will not sell, assign, attribute, claim, or otherwise transfer the Expected Summer On-Peak Energy Savings, Expected Summer Off-Peak Energy Savings, Expected Winter On-Peak Energy Savings or the Expected Capacity Savings or any other energy or capacity savings, reductions or efficiency attributable to the Project, or any Measure of the Project, to any third party (except for any energy or capacity savings or reductions received by the End-Use Customer as a result of the installation of the Project at the End-Use Customer’s Site) other than to SCE pursuant to this Agreement Agreement. As of the Effective Date, Seller hereby represents and warrants that the Pre-Installation Description is correct and accurate. [SCE Note: if Seller is unable to provide information on the End-Use Customers as of the Effective Date, modify language to provide that Seller makes the representation and warranty each xxxx Xxxxxx submits the information of an End-Use Customer to be included in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicablePre-Installation Description] On each day on which Delivery Date Security is held by SCE under this Agreement, the Product under this Agreement in accordance with Seller hereby represents and warrants that: the terms Seller has good title to and is the sole owner of such Delivery Date Security, and the execution, delivery and performance of the covenants and agreements of this Agreement, do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including, without limitation, the Delivery Date Security, other than the security interests and liens created under this Agreement; upon the Transfer of Delivery Date Security by the Seller to SCE, SCE shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and it is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Delivery Date Security with respect hereto.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party hereby represents and warrants to the other Party that: It : (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, ; (b) it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The ; (c) the execution, delivery and performance of this Agreement are is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This ; (d) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It subject to any equitable defenses, bankruptcy principles, or the like; (e) no Event of Default (as defined in Article 7 below) with respect to it has occurred and is not Bankrupt continuing and there are no proceedings pending such event or being contemplated by it or, to circumstance would occur as a result of its knowledge, threatened against it which would result in it being entering into or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform performing its obligations under this Agreement; It ; (ig) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It ; (h) it is a "forward contract merchant" within the meaning of the United States Bankruptcy Code; (i) it has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or ability to make available or take delivery ofof all Products referred to in the Agreement to which it is a Party; and (j) with respect to this Agreement, it is a producer, processor, commercial user or merchant handling the Product, and it is entering into such Agreement for purposes related to its business as applicable, the Product under such. (k) with respect to this Agreement in accordance with Buyer expressly assumes any and all risks that such New Jersey Certificates may not, for any reason, be recognized by the terms New Jersey Board of this AgreementPublic Utilities as eligible to be sold as New Jersey SREC Certificates compliance for any reason whatsoever, and expressly assumes responsibility for, and holds Seller harmless from, any associated deficiency charges of any such rejected New Jersey SREC Certificates.

Representations and Warranties of Both Parties. On the Execution DateIn addition to any other representations and warranties contained in this Agreement, each Party represents and warrants to the other Party as of the Effective Date that: It : (a) it is duly organized, organized and validly existing and in good standing under the laws of in the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, organization; (b) it has or will timely acquire all regulatory authorizations necessary for it the full right and authority to legally enter into, execute, deliver, and perform its obligations under unde r this Agreement; The ; (c) it has taken all requisite corporate or other action to approve the execution, delivery delivery, and performance of the Agreement; (d) this Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy and other similar laws now or hereafter in effect; (e) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; (f) its execution and performance of this Agreement are within its powers, have been duly authorized by all necessary action and the transactions contemplated hereby do not violate and will not constitute a breach of any of the terms and conditions in its governing documentsterm or provision of, or a default under, (i) any contracts contract, agreement or Governmental Approval to which it or any of its Affiliates is a party or by which it or any law, rule, regulation, order of its Affiliates or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It or their property is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own accountbound, (ii) has made its own independent decision to enter into organizational documents, or (iii) any Applicable Laws ; and (g) its execution and performance of this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgmentthe transactions contemplated hereby do not and will not require any consent from a third party, (iii) is including any Governmental Approvals from any Governmenta l Authority, that are not relying upon identified in the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this AgreementSpecial Conditions .

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party thatthat as of the Effective Date: It it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formationformation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; Except for CPUC Approval in the case of BuyerSeller, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (i) as in effect as of the Effective Date of this Agreement); it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of Distribution Services as provided in this Agreement; and it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On In addition to any other representations and warranties contained in the Execution DateAgreement, each Party represents and warrants to the other Party as of the Effective Date that: It : (a) it is duly organized, organized and validly existing and in good standing under the laws of in the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, organization; (b) it has or will timely acquire all regulatory authorizations necessary for it the full right and authority to legally enter into, execute, deliver, and perform its obligations under this the Agreement; The ; (c) it has taken all requisite corporate or other action to approve the execution, delivery delivery, and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or Agreement; (d) the like applicable to it; This Agreement constitutes its legally legal, valid and binding obligation, obligation enforceable against it such Party in accordance with its terms; It , except as may be limited by applicable bankruptcy and other similar laws now or hereafter in effect; (e) there is not Bankrupt and there are no proceedings litigation, action, proceeding or investigation pending or being contemplated by it or, to the best of its knowledge, threatened against it which would result in it being before any court or become Bankrupt; There is not pending orother Governmental Authority by, to against, affecting or involving any of its knowledge, threatened against it, any legal proceedings business or assets that could materially reasonably be expected to adversely affect its ability to perform carry out the transactions contemplated herein; (f) its obligations under this Agreement; It execution and performance of the Agreement and the transactions contemplated hereby do not and will not constitute a breach of any term or provision of, or a default under, (i) any contract, agreement or Governmental Approval to which it or any of its Affiliates is acting for a party or by which it or any of its own accountAffiliates or its or their property is bound, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate organizational documents, or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations any Applicable Laws; and (g) its execution and performance of the other Party Agreement and the transactions contemplated hereby do not and will not require any consent from a third party, including any Governmental Approvals from any Governmental Authority, that are not identified in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this AgreementSpecial Conditions.

Representations and Warranties of Both Parties. On the Execution Date, date set forth in the preamble to this Agreement each Party represents and warrants to the other Party that: It : (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval ; (ii) subject to the fulfillment of the conditions set forth in the case of BuyerSection 10.1, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it legally to legally perform its obligations under this Agreement; The ; (iii) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This ; (iv) this Agreement constitutes its a legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It subject to any Equitable Defenses; (v) it is not Bankrupt bankrupt, however evidenced, and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There becoming bankrupt; (vi) there is not pending or, to its knowledge, threatened against it, it any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It ; (ivii) is acting for its own account, (ii) has made its own independent decision to enter into no material breach of this Agreement with respect to it has occurred and is continuing and no such event or circumstance would occur as to whether this Agreement is appropriate a result of its entering into or proper for it based upon performing its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of obligations under this Agreement; and It and (viii) it has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or ability to make available or take delivery of, as applicable, of the Product under this Agreement in accordance with the terms of this AgreementBuyer’s Contractual Capacity and associated Energy and Ancillary Services.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: : (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; ; (b) Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ; (c) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; ; (d) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; ; (e) It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; provided that, this Section 7.1(e) shall not apply with respect to Buyer until the effective date of Buyer’s exit fromplan of reorganization in the Chapter 11 Cases has occurred; (f) There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; provided that, this Section 7.1(f) shall not apply with respect to Buyer until the effective date of Buyer’s exit fromplan of reorganization in the Chapter 11 Cases has occurred; (g) It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and and (h) It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party as follows: (a) On the Execution Date, Seller represents and warrants to Buyer that: It : (i) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except for CPUC Approval formation and is qualified to transact business in the case State of BuyerCalifornia and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (ii) except for the Governmental Approvals necessary to install, operate and maintain the Project, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (iii) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (vi) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There ; (vii) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of Distribution Services as provided in this Agreement; It and (ixi) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; . (b) On the Execution Date, Buyer represents and It warrants to Seller that: (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; (ii) it has all regulatory authorizations necessary for it to perform its obligations under this Agreement; (iii) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws applicable to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; (v) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (vi) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (vii) it has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or the ability to make available or take delivery ofof Distribution Services as provided in this Agreement; and (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as applicableto whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the Seller in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the Product under this Agreement in accordance with the terms terms, conditions and risks of this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party represents hereby represents, warrants and warrants covenants to the other Party that: It : (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, ; (b) it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The ; (c) the execution, delivery and performance of this Agreement are is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This ; (d) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It subject to any equitable defenses, bankruptcy principles, or the like; (e) no Event of Default (as defined in Section 8 below) with respect to it has occurred and is not Bankrupt continuing and there are no proceedings pending such event or being contemplated by it or, to circumstance would occur as a result of its knowledge, threatened against it which would result in it being entering into or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform performing its obligations under this Agreement; It ; (ig) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It ; (h) it has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or ability to make available or take delivery ofof all Product referred to in this Agreement; (i) with respect to this Agreement, it is a producer, processor, commercial user or merchant handling the Product, and it is entering into such Agreement for purposes related to its business as applicable, such; (j) it or its agent is a registered account holder in the Registry or Tracking System with full rights to transfer the Product under this Agreement in accordance with among accounts and will maintain such status for the terms Term of this Agreement; and. (k) it intends to physically settle the Transaction. (l) it is a “forward contract merchant” within the meaning of U.S. Bankruptcy Code §101(26), and this Agreement constitutes a “forward contract” within the meaning of U.S. Bankruptcy Code §101(26); (m) it is an “eligible commercial entity” and an “eligible contract participant” within the meaning of U.S. Commodity Exchange Act §1a(11) and §1a(12), respectively

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: It that as of the Effective Date: (a) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (b) except for CPUC Approval the Governmental Approvals necessary to install, operate, and maintain the Project, in the case of BuyerSeller, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (c) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (d) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (e) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (f) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There ; (g) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It ; (h) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (i) reasonably believes it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Effective Date of this Agreement); (j) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement; and (k) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: : (a) It is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in incorporation, amalgamation or continuance, as the case of Buyermay be, it and has or will timely acquire all regulatory authorizations necessary for it corporate power, authority and capacity to legally perform own its obligations under this Agreement; property and assets and to carry on its business as presently conducted. (b) The execution, delivery and performance of this Agreement are within do not, and the fulfillment and compliance with the terms and conditions hereof by it (to the extent required herein) and the consummation of the transactions contemplated hereby will not, conflict with any of or require the consent or waiver of rights of any Person under its powersconstating documents or by-laws, nor to the best of its knowledge do or will any of the foregoing: (i) violate any provision of or require any consent, authorization or approval under any Applicable Law; (ii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval which has not been obtained under any agreement or instrument to which it is a party or by which it is bound or to which any of its property is subject; or (iii) result in the creation of any Encumbrance upon its interest in the Property, in the case of the Optionor. (c) It has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and the execution and delivery of this Agreement and the consummation of the transactions contemplated in this Agreement have been duly authorized by all necessary corporate action and do not violate any of the terms and conditions in on its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; part. (d) This Agreement constitutes its legally a valid and binding obligationobligation on it, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. (e) It has not incurred any liability, contingent or otherwise, for brokers' or finders' fees in respect of the transactions contemplated herein. No investigations made by or on behalf of a Party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the other Party in or pursuant to this Agreement. No waiver by a Party of any condition or other provision, in whole or in part, shall constitute a waiver of any other condition or provision.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: It that as of the Execution Date: (i) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (ii) except for receipt of the CPUC Approval Approval, in the case of Buyer, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (iii) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (vi) it is not Bankrupt bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There becoming bankrupt; (vii) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the date of this Agreement); (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement; It and (ixi) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: ‌ (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; ; (b) Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ; (c) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; ; (d) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; ; (e) It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; ; (f) There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (g) It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and and (h) It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, Intuit and Lender each Party represents and warrants to the other Party that: It as follows: (a) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyerformation with full corporate power and authority to transact any and all business contemplated by this Agreement and possesses all requisite authority, it has or will timely acquire all regulatory authorizations necessary for it power, and material licenses, permits and franchises to legally perform conduct its business and to execute, deliver and comply with its obligations under the terms of this Agreement; The Agreement and it has taken all necessary action to authorize its execution, delivery and performance of this Agreement; (b) the execution and delivery of this Agreement are within and the performance of its powersobligations hereunder will not (i) conflict with or violate (A) its Certificate of Incorporation or By-laws, have been duly authorized by all necessary action and do not violate or (B) any provision of any law or regulation or any decree, demand or order to which it is subject, or (ii) conflict with or result in a breach of or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any of the terms and terms, conditions in its governing documents, or provisions of any contracts agreement or instrument to which it is a party or by which it is bound or any law, rule, regulation, order or the like decree applicable to it or result in the creation or imposition of any lien on any of its assets or property; (c) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of or compliance by it with this Agreement, or if required, such approval has been obtained prior to the date of this Agreement; (d) there is no claim, action, suit, proceeding or investigation pending or, to the best of its knowledge, threatened against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of it; This , or in any material impairment of the right or ability of it to carry on its business substantially as now conducted, or in any material liability on the part of it, or which would draw into question the validity of this Agreement constitutes its legally or any of the other instruments, documents or agreements entered into by it in connection with this Agreement, or of any action taken or to be taken in connection with the obligations of it contemplated therein, or which would be likely to impair materially the ability of it to perform under the terms of this Agreement; (e) this Agreement, assuming due authorization, execution and delivery hereof by the other party, and all the obligations of it hereunder, constitute the valid and binding obligationobligations of it, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of this Agreementcreditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of BuyerSDG&E, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There Except for proceedings related to obtaining CPUC Approval in the case of SDG&E, there is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; and It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of BuyerSCE, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product DR Resource under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of BuyerSDG&E, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; and It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: It that as of the Effective Date: (a) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (b) except for receipt of CPUC Approval Approval, in the case of Buyer, and the Governmental Approvals necessary to install, operate and maintain the Project, in the case of Seller, it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (c) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (d) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (e) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (f) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There ; (g) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It ; (h) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (i) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Effective Date of this Agreement); (j) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of Distribution Services as provided in this Agreement; and (k) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; provided that, this Section 7.1(e) shall not apply with respect to Buyer until the effective date of Buyer’s plan of reorganization in the Chapter 11 Cases has occurred; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; provided that, this Section 7.1(f) shall not apply with respect to Buyer until the effective date of Buyer’s plan of reorganization in the Chapter 11 Cases has occurred; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. On the Execution DateEach Party hereby represents, each Party represents warrants and warrants covenants to the other Party, as of the Effective Date, that: i. such Party that: It is duly organizedorganised, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in incorporation and has full corporate power and authority to enter into this Agreement and to carry out the case of Buyer, it provisions hereof; ii. such Party has or will timely acquire taken all regulatory authorizations necessary for it action on its part to legally perform its obligations under this Agreement; The execution, authorise the execution and delivery and performance of this Agreement are within and the performance of its powers, have obligations hereunder; iii. this Agreement has been duly authorized by all necessary action executed and do not violate any delivered on behalf of the terms such Party, and conditions in its governing documentsconstitutes a legal, any contracts to which it is a party or any lawvalid, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is the terms hereof; iv. the execution, delivery and performance of this Agreement by such Party does not Bankrupt and there are no proceedings pending conflict with or being contemplated by it ordoes not result in a breach of any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; v. all employees and officers (other than administrative and non-technical personnel) of such Party and its Affiliates involved in the Services and other activities to be conducted pursuant to this Agreement have executed agreements requiring assignment to such Party or its Affiliates of all inventions made during the course of and as a result of their association with such Party or its Affiliates and obligating the individual to maintain as confidential the Confidential Information of such Party and its Affiliates; vi. it has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement and, to the best of its knowledge, threatened against it which would result in has the right to grant to the other Party the rights granted by it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for and vii. it based upon its own judgment, (iii) is not relying upon aware on the advice Effective Date of any action, suit, inquiry or recommendations of investigation instituted by any Third Party against it that questions or threatens the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms validity of this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Amendment Date, each Party hereby represents and warrants to the other Party that: : (i) It is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it incorporation. (ii) It has or will timely acquire all regulatory authorizations necessary for it requisite corporate power and authority and is free to legally enter into this Agreement and to perform its obligations under hereunder without the need for any other action or consent; (iii) It has taken all corporate and other action to authorize the execution and delivery of this Agreement; , any other documents executed and delivered in connection herewith and the performance of its obligations hereunder and thereunder, all of which shall be valid, binding and enforceable in accordance with its or their terms; (iv) The execution, delivery delivery, and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do (a) will not violate or require it to obtain any consent or approval, to make any filing or to provide any notice, or (b) will not conflict with or result in a breach of the terms and conditions in its governing documents, any contracts agreement or other instrument to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against by which it in accordance with its terms; is bound; (v) It is not Bankrupt and a party to any agreement with any third party which is in conflict with the rights granted to the other pursuant to this Agreement, including, without limitation, with respect to the Licensed Patents; and (vi) Except as described in Exhibit 16.1(vi), there are is no proceedings litigation, proceeding, or governmental investigation to which it is a party pending or being contemplated by it threatened against it, or, to its knowledge, threatened against it any third party, as to which would result there is a likelihood of an outcome(s) that would, individually or in it being the aggregate, reasonably be expected to delay or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could otherwise materially adversely affect impair its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of contemplated by this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Each Party represents and warrants to the other Party that: It that as of the Execution Date: (i) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (ii) except for receipt of the CPUC Approval Approval, in the case of Buyer, [for New Facilities: and the Governmental Approvals necessary to install, operate and maintain the Project, in the case of Seller with a New Facility,] it has or will timely acquire all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; The ; (iii) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (vi) it is not Bankrupt bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There becoming bankrupt; (vii) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement; It and (ixi) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Representations and Warranties of Both Parties. (a) On the Execution Date, each Party Seller represents and warrants to the other Party Buyer that: It : (i) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formation; Except for CPUC Approval formation and is qualified to transact business in the case State of BuyerCalifornia and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (ii) it has or will timely acquire all regulatory authorizations the Governmental Approvals necessary for it to legally perform install, operate and maintain the Project; (iii) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement; The , and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; This ; (iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It , subject to any Equitable Defenses; (vi) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; There ; (vii) there is not pending or, to its knowledge, threatened against it, it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of Distribution Services as provided in this Agreement; It and (ixi) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; . (b) On the Execution Date, Buyer represents and It warrants to Seller that: (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; (ii) it has all regulatory authorizations necessary for it to perform its obligations under this Agreement, except for CPUC Approval; (iii) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws applicable to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; (v) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (vi) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (vii) it has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or the ability to make available or take delivery ofof Distribution Services as provided in this Agreement; and (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as applicableto whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the Seller in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the Product under this Agreement in accordance with the terms terms, conditions and risks of this Agreement.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party hereby represents and warrants to the other Party that: It it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The it has the full right, power and authority to enter into this Agreement, to grant the rights granted hereunder, and to perform its obligations hereunder; the execution, delivery and performance of this Agreement are is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation, obligation enforceable against it in accordance with its terms; It no Event of Default (as defined in ARTICLE 10 below) with respect to it has occurred and is not Bankrupt continuing and there are no proceedings pending such event or being contemplated by it or, to circumstance would occur as a result of its knowledge, threatened against it which would result in it being entering into or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform performing its obligations under this Agreement; It (i) it is acting for its own account, (ii) has made its own independent decision to enter into this Agreement, has had its own legal counsel review the Agreement or had the opportunity for its own legal counsel to review the Agreement and elected to not have such a review, and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, conditions and risks of this Agreement; and It it is a "forward contract merchant" within the meaning of the United States Bankruptcy Code; it has entered into this Agreement in connection with the conduct of its business and it has the capability capacity or ability to make available or take delivery of, as applicable, of all Products referred to in the Product under this Agreement in accordance to which it is a Party; and with the terms of respect to this Agreement, it is a producer, processor, commercial user or merchant handling the Product, and it is entering into such Agreement for purposes related to its business as such.

Representations and Warranties of Both Parties. On As of the Execution Effective Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; : (a) Except for CPUC Approval and EE Funding Approval for the Delivery Term in the case of BuyerSCE, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ; (b) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; Applicable Laws; (c) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; the terms of this Agreement, subject to any Equitable Defenses; (d) It is not Bankrupt and there are no not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become becoming Bankrupt; ; (e) There is not pending orpending, or to its knowledge, threatened against itit or, in the case of Implementer, any of its Affiliates, any legal proceedings that could materially and adversely affect its ability to perform under this Agreement; (f) No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (g) It (i) is acting for its own account, (ii) has made account and its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying in reliance upon the advice or recommendations of the other Party in so doing, and (iv) it is capable of assessing the merits of and understanding, and understands and accepts, accepts the terms, conditions, conditions and risks of this Agreement; and ; (h) It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement; and (i) It has not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in deciding to enter into this Agreement.

Representations and Warranties of Both Parties. On the Execution Date, each Party represents and warrants to the other Party that: : (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; ; (b) Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ; (c) The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; ; (d) This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; ; (e) It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; provided that, this Section 7.1(e) shall not apply with respect to Buyer until Xxxxx’s exit from the Chapter 11 Cases has occurred; (f) There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; provided that, this Section 7.1(f) shall not apply with respect to Buyer until Buyer’s exit from the Chapter 11 Cases has occurred; (g) It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and and (h) It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.