Common use of Rights and Obligations of Secured Lenders Clause in Contracts

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's Security Agreement remains outstanding, the following provisions shall apply: (a) No Generator Event of Default (other than those referred to in Section 16.2(c)) shall be grounds for the termination by the AESO of this Agreement until: (i) any notice required to be given under Section 16.1 and Section 16.2(a) has been given to the Generator and to each AESO Recognized Lender; and (ii) the cure period set out in Section 17.2(b) has expired without a cure having been completed and without each AESO Recognized Lender having taken the actions therein contemplated. (b) In the event the AESO has given any notice contemplated under Section 16.1, each AESO Recognized Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the default, and the AESO shall accept such performance by such AESO Recognized Lender as if the same had been performed by the Generator. (c) Any payment to be made or action to be taken by an AESO Recognized Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized Lender. (d) An AESO Recognized Lender shall be entitled to the Generator's rights and benefits contained in this Agreement and shall become liable for the Generator's obligations solely as provided in this Section 17.

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(c) and the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to referenced in Section 16.2(c10.2(c)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender.. Draft (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2(e). A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 1712.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of‌

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's Security Agreement remains outstanding, the following provisions shall apply: (a) No Generator Event of Default (other than those referred to in Section 16.2(c)) shall be grounds for the termination by the AESO of this Agreement until: (i) any notice required to be given under Section 16.1 and Section 16.2(a) has been given to the Generator and to each AESO Recognized Lender; and (ii) the cure period set out in Section 17.2(b) has expired without a cure having been completed and without each AESO Recognized Lender having taken the actions therein contemplated. (b) In the event the AESO has given any notice contemplated under Section 16.1, each AESO Recognized Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the default, and the AESO shall accept such performance by such AESO Recognized Lender as if the same had been performed by the Generator. (c) Any payment to be made or action to be taken by an AESO Recognized Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized Lender. (d) An AESO Recognized Lender shall be entitled to the Generator's rights and benefits contained in this Agreement and shall become liable for the Generator's obligations solely as provided in this Section 17.

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(c) and the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to referenced in Section 16.2(c10.2(c)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2(e). A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 1712.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of‌

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(d) or the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c10.2(d)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2 (a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the GeneratorSupplier. (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Contract Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 1712.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is at Arm’s Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Buyer: (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Completion and Performance Security required under Article 6. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within ten (10) days after the date of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 12, each such Secured Lender or its transferee approved by the Buyer pursuant to Section 12.2(f) hereof shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(c) or the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c10.2(c)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender.. Draft (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 1712.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 11.1(d) or the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 11.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c9.2(d)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 9.1 and Section 16.2(a9.2 (a) has been given on the same day to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b11.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.19.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the GeneratorSupplier. (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 11.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the DR Project and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest, with the consent of the Buyer as required under Section 1711.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is not at Arms’ Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Buyer: (i) acting reasonably, if such transferee is at Arms’ Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arms’ Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Completion and Performance Security required under Article 5. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within ten (10) days after the date of such termination, deliver to each Secured Lender which is at Arms’ Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 11, each such Secured Lender shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(c) and the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to referenced in Section 16.2(c10.2(c)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2(e). A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 12.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security.‌ (f) Despite anything else contained in this Agreement, the Secured Lender shall not transfer, sell or dispose of the Supplier’s Interest or any other interest in the Facility or shares or partnership interests in the capital of the Supplier (or that of its general partner(s) in the case of a Supplier that is a partnership) to any Person unless such transferee takes the Supplier Interest or other applicable interest subject to the Supplier’s obligations pursuant to this Agreement. No transfer shall be effective unless the Buyer:‌ (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Completion and Performance Security required under Article 6, and in the case of a transfer with respect to all or any part of the securities of the Supplier (or that of its general partner(s) in the case of a Supplier that is a partnership), be subject to Section 16.6. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within twenty (20) Business Days after the date of such termination, deliver to each Secured Lender which is at Arm’s‌ Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 12, each such Secured Lender or its transferee approved by the Buyer pursuant to Section 12.2(f) hereof shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty (30) days after the date on which it received the Buyer Statement, the Buyer shall enter into a New Agreement. (ii) Such New Agreement shall be effective as of the Termination Date and shall be for the remainder of the Term at the time this Agreement was terminated and otherwise upon the terms contained in this Agreement. The Buyer’s obligation to enter into a New Agreement is conditional upon the Secured Lender (A) paying all sums that would, at the time of the execution and delivery thereof, be due under this Agreement but for such termination, (B) otherwise fully curing any defaults under this Agreement existing immediately prior to termination of this Agreement that are capable of being cured, and (C) paying all reasonable costs and expenses, including legal fees, so as to provide a full indemnity (and not only substantial indemnity), incurred by the Buyer in connection with such default and termination, and the preparation, execution and delivery of such New Agreement and related agreements and documents, provided, however, that with respect to any default that could not be cured by such Secured Lender until it obtains possession, such Secured Lender or its transferee approved by the Buyer pursuant to Section 12.2(f) hereof, as the case may be, shall have the applicable cure period commencing on the date that it obtains possession to cure such default. When the Secured Lender has appointed an agent, a receiver or a receiver and manager or has obtained a court-appointed receiver or receiver and manager for the purpose of enforcing the Secured Lender’s security, that Person may exercise any of the Secured Lender’s rights under this Section 1712.2(g). (h) Despite anything to the contrary contained in this Agreement, the provisions of this Article 12 shall enure only to the benefit of the holders of a Secured Lender’s Security Agreement. If the holders of more than one such Secured Lender’s Security Agreement who are at Arm’s Length with the Supplier make written requests to the Buyer in accordance with this Section 12.2 to obtain a New Agreement, the Buyer shall accept the request of the holder whose Secured Lender’s Security Agreement had priority pursuant to Laws and Regulations immediately prior to the termination of this Agreement over the Secured Lender’s Security Agreements of the other Secured Lenders making such requests and thereupon the written request of each other Secured Lender shall be deemed to be void. In the event of any dispute or disagreement as to the respective priorities of any such Secured Lender’s Security Agreement, the Buyer may rely upon the opinion as to such priorities of any law firm qualified to practice law in the Province of Ontario retained by the Buyer in its unqualified subjective discretion or may apply to a court of competent jurisdiction for a declaration as to such priorities, which opinion or declaration shall be conclusively binding upon all parties concerned.

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 11.1(d) or the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 11.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c9.2(d)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 9.1 and Section 16.2(a9.2 (a) has been given on the same day to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b11.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.19.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the GeneratorSupplier. (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 11.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the DSM Project and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 1711.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is not at Arms’ Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Buyer: (i) acting reasonably, if such transferee is at Arms’ Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arms’ Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Completion and Performance Security required under Article 5. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within ten (10) days after the date of such termination, deliver to each Secured Lender which is at Arms’ Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 11, each such Secured Lender shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstandingoutstanding and the Sponsor has entered in an agreement contemplated by Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(cSections 10.2(d) and 10.2(e)) shall be grounds for the termination by the AESO Sponsor of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2 (a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Sponsor has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Sponsor shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Sponsor as required under Section 12.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is at Arm’s Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Sponsor:‌ (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Sponsor in form and substance satisfactory to the Sponsor, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Completion and Performance Security required under Article 6. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Sponsor shall, within ten (10) days after the date of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Sponsor that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Sponsor is willing to enter into a New Agreement (the “Sponsor Statement”). Subject to the provisions of this Article 12, each such Secured Lender or its transferee approved by the Sponsor pursuant to Section 12.2(f) hereof shall thereupon have the option to obtain from the Sponsor a New Agreement in accordance with the following terms:‌ (i) Upon receipt of the written request of the Secured Lender within thirty (30) days after the date on which it received the Sponsor Statement, the Sponsor shall enter into a New Agreement. (ii) Such New Agreement shall be effective as of the Termination Date and shall be for the remainder of the Term at the time this Agreement was terminated and otherwise upon the terms contained in this Agreement. The Sponsor’s obligation to enter into a New Agreement is conditional upon the Secured Lender (A) paying all sums that would, at the time of the execution and delivery thereof, be due under this Agreement but for such termination, (B) otherwise fully curing any defaults under this Agreement existing immediately prior to termination of this Agreement that are capable of being cured, and (C) paying all reasonable costs and expenses, including legal fees, so as to provide a full indemnity (and not only substantial indemnity), incurred by the Sponsor in connection with such default and termination, and the preparation, execution and delivery of such New Agreement and related agreements and documents, provided, however, that with respect to any default that could not be cured by such Secured Lender until it obtains possession, such Secured Lender or its transferee approved by the Sponsor pursuant to Section 12.2(f) hereof, as the case may be, shall have the applicable cure period commencing on the date that it obtains possession to cure such default. When the Secured Lender has appointed an agent, a receiver or a receiver and manager or has obtained a court-appointed receiver or receiver and manager for the purpose of enforcing the Secured Lender’s security, that Person may exercise any of the Secured Lender’s rights under this Section 1712.2(g). (h) Despite anything to the contrary contained in this Agreement, the provisions of this Article 12 shall enure only to the benefit of the holders of a Secured Lender’s Security Agreement. If the holders of more than one such Secured Lender’s Security Agreement who are at Arm’s Length with the Supplier make written requests to the Sponsor in accordance with this Section 12.2 to obtain a New Agreement, the Sponsor shall accept the request of the holder whose Secured Lender’s Security Agreement had priority immediately prior to the termination of this Agreement over the Secured Lender’s Security Agreements of the other Secured Lenders making such requests and thereupon the written request of each other Secured Lender shall be deemed to be void. In the event of any dispute or disagreement as to the respective priorities of any such Secured Lender’s Security Agreement, the Sponsor may rely upon the opinion as to such priorities of any law firm qualified to practise law in the Province of Ontario retained by the Sponsor in its unqualified subjective discretion or may apply to a court of competent jurisdiction for a declaration as to such priorities, which opinion or declaration shall be conclusively binding upon all parties concerned.

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 13.1(d) or the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 13.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c11.2(d)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 11.1 and Section 16.2(a11.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b13.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.111.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 13.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 13.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is at Arm’s Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Buyer:‌ (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Performance Security required under Article 6. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within ten (10) days after the date of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 13, each such‌ Secured Lender or its transferee approved by the Buyer pursuant to Section 13.2(f) hereof shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty (30) days after the date on which it received the Buyer Statement, the Buyer shall enter into a New Agreement. (ii) Such New Agreement shall be effective as of the Termination Date and shall be for the remainder of the Term at the time this Agreement was terminated and otherwise upon the terms contained in this Agreement. The Buyer’s obligation to enter into a New Agreement is conditional upon the Secured Lender (A) paying all sums that would, at the time of the execution and delivery thereof, be due under this Agreement but for such termination, (B) otherwise fully curing any defaults under this Agreement existing immediately prior to termination of this Agreement that are capable of being cured, and (C) paying all reasonable costs and expenses, including legal fees, so as to provide a full indemnity (and not only substantial indemnity), incurred by the Buyer in connection with such default and termination, and the preparation, execution and delivery of such New Agreement and related agreements and documents, provided, however, that with respect to any default that could not be cured by such Secured Lender until it obtains possession, such Secured Lender or its transferee approved by the Buyer pursuant to Section 13.2(f) hereof, as the case may be, shall have the applicable cure period commencing on the date that it obtains possession to cure such default. When the Secured Lender has appointed an agent, a receiver or a receiver and manager or has obtained a court-appointed receiver or receiver and manager for the purpose of enforcing the Secured Lender’s security, that Person may exercise any of the Secured Lender’s rights under this Section 1713.2(g). (h) Despite anything to the contrary contained in this Agreement, the provisions of this Article 13 shall enure only to the benefit of the holders of a Secured Lender’s Security Agreement. If the holders of more than one such Secured Lender’s Security Agreement who are at Arm’s Length with the Supplier make written requests to the Buyer in accordance with this Section 13.2(h) to obtain a New Agreement, the Buyer shall accept the request of the holder whose Secured Lender’s Security Agreement had priority immediately prior to the termination of this Agreement over the Secured Lender’s Security Agreements of the other Secured Lenders making such requests and thereupon the written request of each other Secured Lender shall be deemed to be void. In the event of any dispute or disagreement as to the respective priorities of any such Secured Lender’s Security Agreement, the Buyer may rely upon the opinion as to such priorities of any law firm qualified to practise law in the Province of Ontario retained by the Buyer in its unqualified subjective discretion or may apply to a court of competent jurisdiction for a declaration as to such priorities, which opinion or declaration shall be conclusively binding upon all parties concerned.‌

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 11.1(d) or the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 11.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c9.2(d)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 9.1 and Section 16.2(a9.2 (a) has been given on the same day to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(bthe applicable cure period (including any extensions) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.19.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the GeneratorSupplier. (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in this Section 1711.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way; and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender may take possession of and manage the Project; and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s York Region DR Contract Released November 30, 2005 Security Agreement, may sell or assign the Supplier’s Interest, with the consent of the Buyer as required under Section 11.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s interest shall be bound by all of the Supplier’s obligations and entitled to the Supplier’s rights and benefits. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is not at Arm’s Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Buyer: (i) acting reasonably, if such transferee is at Arms’ Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arms’ Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting and maintenance of the Completion and Performance Security required under Article 5. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within ten (10) days after the date of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 11, each such Secured Lender shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty York Region DR Contract Released November 30, 2005

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(c) and the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to referenced in Section 16.2(c10.2(c)) shall be grounds for the termination by the AESO Buyer of this Agreement until:until:‌ (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and and‌ Draft (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated.contemplated.‌‌ (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized Lender.the Secured Lender.‌ (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2(e). A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 17.12.2(f).‌‌ (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security.‌ Draft (f) Despite anything else contained in this Agreement, the Secured Lender shall not transfer, sell or dispose of the Supplier’s Interest or any other interest in the Facility or shares or partnership interests in the capital of the Supplier (or that of its general partner(s) in the case of a Supplier that is a partnership) to any Person unless such transferee takes the Supplier Interest or other applicable interest subject to the Supplier’s obligations pursuant to this Agreement. No transfer shall be effective unless the Buyer:‌‌ (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or‌ (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender,‌ (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within twenty (20) Business Days after the date of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 12, each such Secured Lender or its transferee approved by the Buyer pursuant to Section 12.2(f) hereof shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty‌‌

Rights and Obligations of Secured Lenders. ‌ Draft While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(c) and the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply:apply:‌ (a) No Generator Supplier Event of Default (other than those referred to referenced in Section 16.2(c10.2(c)) shall be grounds for the termination by the AESO Buyer of this Agreement until:until:‌ (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; andand‌ (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated.contemplated.‌ (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized Lender.the Secured Lender.‌‌ (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2(e). A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 1712.2(f).‌ Draft (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security.‌‌ (f) Despite anything else contained in this Agreement, the Secured Lender shall not transfer, sell or dispose of the Supplier’s Interest or any other interest in the Facility or shares or partnership interests in the capital of the Supplier (or that of its general partner(s) in the case of a Supplier that is a partnership) to any Person unless such transferee takes the Supplier Interest or other applicable interest subject to the Supplier’s obligations pursuant to this Agreement. No transfer shall be effective unless the Buyer:‌ (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender,‌ has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Completion and Performance Security required under Article 6, and in the case of a transfer with respect to all or any part of the securities of the Supplier (or that of its general partner(s) in the case of a Supplier that is a partnership), be subject to Section 16.6. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within twenty (20) Business Days after the date of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 12, each such Secured Lender or its transferee approved by the Buyer pursuant to Section 12.2(f) hereof shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty‌‌

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Sponsor has received the notice referred to in Section 12.1(d) or the contents thereof are embodied in the agreement entered into by the Sponsor in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(cSections 10.2(d) and 10.2(e)) shall be grounds for the termination by the AESO Sponsor of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2 (a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Sponsor has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Sponsor shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the GeneratorSupplier. (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Sponsor as required under Section 12.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is at Arm’s Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Sponsor: (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Sponsor in form and substance satisfactory to the Sponsor, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Completion and Performance Security required under Article 6. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Sponsor shall, within ten (10) days after the date of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Sponsor that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Sponsor is willing to enter into a New Agreement (the “Sponsor Statement”). Subject to the provisions of this Article 12, each such Secured Lender or its transferee approved by the Sponsor pursuant to Section 12.2(f) hereof shall thereupon have the option to obtain from the Sponsor a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty (30) days after the date on which it received the Sponsor Statement, the Sponsor shall enter into a New Agreement. (ii) Such New Agreement shall be effective as of the Termination Date and shall be for the remainder of the Term at the time this Agreement was terminated and otherwise upon the terms contained in this Agreement. The Sponsor’s obligation to enter into a New Agreement is conditional upon the Secured Lender (A) paying all sums that would, at the time of the execution and delivery thereof, be due under this Agreement but for such termination, (B) otherwise fully curing any defaults under this Agreement existing immediately prior to termination of this Agreement that are capable of being cured, and (C) paying all reasonable costs and expenses, including legal fees, so as to provide a full indemnity (and not only substantial indemnity), incurred by the Sponsor in connection with such default and termination, and the preparation, execution and delivery of such New Agreement and related agreements and documents, provided, however, that with respect to any default that could not be cured by such Secured Lender until it obtains possession, such Secured Lender or its transferee approved by the Sponsor pursuant to Section 12.2(f) hereof, as the case may be, shall have the applicable cure period commencing on the date that it obtains possession to cure such default. When the Secured Lender has appointed an agent, a receiver or a receiver and manager or has obtained a court-appointed receiver or receiver and manager for the purpose of enforcing the Secured Lender’s security, that Person may exercise any of the Secured Lender’s rights under this Section 1712.2(g). (h) Despite anything to the contrary contained in this Agreement, the provisions of this Article 12 shall enure only to the benefit of the holders of a Secured Lender’s Security Agreement. If the holders of more than one such Secured Lender’s Security Agreement who are at Arm’s Length with the Supplier make written requests to the Sponsor in accordance with this Section 12.2 to obtain a New Agreement, the Sponsor shall accept the request of the holder whose Secured Lender’s Security Agreement had priority immediately prior to the termination of this Agreement over the Secured Lender’s Security Agreements of the other Secured Lenders making such requests and thereupon the written request of each other Secured Lender shall be deemed to be void. In the event of any dispute or disagreement as to the respective priorities of any such Secured Lender’s Security Agreement, the Sponsor may rely upon the opinion as to such priorities of any law firm qualified to practise law in the Province of Ontario retained by the Sponsor in its unqualified subjective discretion or may apply to a court of competent jurisdiction for a declaration as to such priorities, which opinion or declaration shall be conclusively binding upon all parties concerned.

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Counterparty has received the notice referred to in Section 11.1(d) or the contents thereof are embodied in the Acknowledgement and Consent, the following provisions shall apply: (a) No Generator Event of Default (other than those referred to in Section 16.2(c)) shall be grounds for the termination by the AESO Counterparty of this Agreement until: (i) any notice required to be given under Section 16.1 Sections 9.1 and Section 16.2(a9.2 (a) has been given concurrently to the each Generator and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b11.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Counterparty has given any the notice contemplated required to be given under Section 16.1Sections 9.1 and 9.2(a), each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensionsextensions pursuant to the Acknowledgement and Consent or otherwise agreed in writing by the Parties or the Counterparty and the Secured Lender (which, in any event, shall be a minimum of thirty (30) days in the case of a monetary default and ninety (90) days in the case of a non-monetary default)), if any, have the right (but not the obligation) to cure the such default, and the AESO Counterparty shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the relevant Generator. (c) Any payment to be made or action to be taken by a Secured Lender under this Article 11, such Secured Lender’s Security Agreement or an AESO Recognized Lender hereunder as a prerequisite to keeping this Agreement in effect Acknowledgment and Consent, shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the relevant Generator's ’s rights and benefits contained in this Agreement and shall become liable for the relevant Generator's ’s obligations solely as provided in this Section 1711.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the relevant Generator’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility, or any part thereof, and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the relevant Generator’s Interest in whole or in part with the consent of the Counterparty as required under Section 11.2(f). (e) Until a Secured Lender or other Person that is its nominee or agent or a receiver or receiver and manager has assumed in writing the relevant Generator’s obligations hereunder by reference to the Secured Lender’s Security Agreement, the Secured Lender or such other Person shall not be liable for any of the relevant Generator’s obligations contained in this Agreement or be entitled to any of the relevant Generator’s rights and benefits contained in this Agreement except by way of security. After such express assumption and once the Secured Lender or such other Person transfers this Agreement in accordance with the terms hereof to another Person, the Secured Lender or such other Person, as the case may be, shall cease to be liable for any of the relevant Generator’s obligations and shall cease to be entitled to any of the relevant Generator’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person who is a permitted transferee and to whom this Agreement is transferred shall take this Agreement subject to the relevant Generator’s obligations contained in this Agreement. No transfer shall be effective unless the Counterparty has approved of the transferee (such approval not to be unreasonably withheld, conditioned or delayed) and the transferee has agreed in writing to assume and perform the obligations of the relevant Generator in respect of this Agreement, whether arising before or after the transfer. Provided: (i) the proposed transferee has all consents, licences, permits and other approvals of a Governmental Authority (including the CNSC) necessary to effect such transfer; and (ii) the proposed transferee or its ultimate parent is then rated at least one notch above Investment Grade (as defined in, and determined in accordance with, the Sharing in Transfers and Refinancings Agreement) by two then recognized rating agencies, or is otherwise acceptable to the Counterparty, acting reasonably, the Counterparty shall approve such transferee. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Generator Event of Default, the Counterparty shall, within ten (10) days after the date of such termination, deliver to each Secured Lender who is at Arm’s Length to the relevant Generator a statement of all sums then known to the Counterparty that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Counterparty is willing to enter into a New Agreement (the “Counterparty Statement”). Subject to the provisions of this Article 11, each such Secured Lender shall thereupon have the option to obtain from the Counterparty a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within fifteen

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(c) and the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c10.2(c)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender.. Draft (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 1712.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(c) and the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to referenced in Section 16.2(c10.2(c)) shall be grounds for the termination by the AESO Buyer of this Agreement until:until:‌ (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; andand‌ (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated.contemplated.‌ (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized Lender.the Secured Lender.‌ (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2(e). A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 17.12.2(f).‌ (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security.‌ (f) Despite anything else contained in this Agreement, the Secured Lender shall not transfer, sell or dispose of the Supplier’s Interest or any other interest in the Facility or shares or partnership interests in the capital of the Supplier (or that of its general partner(s) in the case of a Supplier that is a partnership) to any Person‌ (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or‌ (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender,‌ (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within twenty (20) Business Days after the date of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 12, each such Secured Lender or its transferee approved by the Buyer pursuant to Section 12.2(f) hereof shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty‌‌

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(c) or the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c10.2(c)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2(a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 12.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is at Arm’s Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Buyer:‌ (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Performance Security required under Article 6. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within ten (10) days after the date‌ of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 12, each such Secured Lender or its transferee approved by the Buyer pursuant to Section 12.2(f) hereof shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty (30) days after the date on which it received the Buyer Statement, the Buyer shall enter into a New Agreement. (ii) Such New Agreement shall be effective as of the Termination Date and shall be for the remainder of the Term at the time this Agreement was terminated and otherwise upon the terms contained in this Agreement. The Buyer’s obligation to enter into a New Agreement is conditional upon the Secured Lender (A) paying all sums that would, at the time of the execution and delivery thereof, be due under this Agreement but for such termination, (B) otherwise fully curing any defaults under this Agreement existing immediately prior to termination of this Agreement that are capable of being cured, and (C) paying all reasonable costs and expenses, including legal fees, so as to provide a full indemnity (and not only substantial indemnity), incurred by the Buyer in connection with such default and termination, and the preparation, execution and delivery of such New Agreement and related agreements and documents, provided, however, that with respect to any default that could not be cured by such Secured Lender until it obtains possession, such Secured Lender or its transferee approved by the Buyer pursuant to Section 12.2(f) hereof, as the case may be, shall have the applicable cure period commencing on the date that it obtains possession to cure such default. When the Secured Lender has appointed an agent, a receiver or a receiver and manager or has obtained a court-appointed receiver or receiver and manager for the purpose of enforcing the Secured Lender’s security, that Person may exercise any of the Secured Lender’s rights under this Section 1712.2(g). (h) Despite anything to the contrary contained in this Agreement, the provisions of this Article 12 shall enure only to the benefit of the holders of a Secured Lender’s Security Agreement. If the holders of more than one such Secured Lender’s Security Agreement who are at Arm’s Length with the Supplier make written requests to the Buyer in accordance with this Section 12.2 to obtain a New Agreement, the Buyer shall accept the request of the holder whose Secured Lender’s Security Agreement had priority immediately prior to the termination of this Agreement over the Secured Lender’s Security Agreements of the other Secured Lenders making such requests and thereupon the written request of each other Secured Lender shall be deemed to be void. In the event of any dispute or disagreement as to the respective priorities of any such Secured Lender’s Security Agreement, the Buyer may rely upon the opinion as to such priorities of any law firm qualified to practice law in the Province of Ontario retained by the Buyer in its unqualified subjective discretion or may apply to a court of competent jurisdiction for a declaration as to such priorities, which opinion or declaration shall be conclusively binding upon all parties concerned.

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Sponsor has received the notice referred to in Section 11.1(d) or the contents thereof are embodied in the agreement entered into by the Sponsor in accordance with Section 11.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to in Section 16.2(c9.2(c)) shall be grounds for the termination by the AESO Sponsor of this Agreement until: (i) any notice required to be given under Section 16.1 9.1 and Section 16.2(a9.2 (a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b11.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Sponsor has given any notice contemplated required to be given under Section 16.19.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Sponsor shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the Generator.Supplier.‌ (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in this Section 1711.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Sponsor as required under Section 11.2(f).‌ (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is at Arm’s Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, the Secured Lender agrees that it shall not transfer, sell or dispose of the Supplier’s Interest or any other interest in the Facility to any Person unless such transferee or purchaser takes the Supplier’s Interest or other applicable interest subject to the Supplier’s obligations pursuant to this Agreement. No transfer shall be effective unless the Sponsor:‌ (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender, has approved of the transferee or purchaser and the transferee or purchaser has entered into an agreement with the Sponsor in form and substance satisfactory to the Sponsor, acting reasonably, wherein the transferee or purchaser agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest or the other applicable interest, whether arising before or after the transfer, sale or disposition and including the posting of the Performance Security, if any, required under Article 5. For clarity, Section 15.5 and Section 15.6 will not apply in respect of a bona fide enforcement of a security interest duly granted under a Secured Lender’s Security Agreement. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Sponsor shall, within 20 Business Days after the date of such termination, deliver to each Secured Lender that is at Arm’s Length with the Supplier, a statement of all sums then known to the Sponsor that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Sponsor is willing to enter into a New Agreement (the “Sponsor Statement”). Subject to the provisions of this Article 11, each such Secured Lender or its transferee approved by the Sponsor pursuant to Section 11.2(f) shall thereupon have the option to obtain from the Sponsor a New Agreement in accordance with the following terms:‌ (i) Upon receipt of the written request of the Secured Lender within 30 days after the date on which it received the Sponsor Statement, the Sponsor shall enter into a New Agreement. (ii) Such New Agreement shall be effective as of the Termination Date and shall be for the remainder of the Term at the time this Agreement was terminated and otherwise upon the terms contained in this Agreement. The Sponsor’s obligation to enter into a New Agreement is conditional upon the Secured Lender (A) paying all sums that would, at the time of the execution and delivery thereof, be due under this Agreement but for such termination, (B) otherwise fully curing any defaults under this Agreement existing immediately prior to termination of this Agreement that are capable of being cured, and (C) paying all reasonable costs and expenses, including legal fees, so as to provide a full indemnity (and not only substantial indemnity), incurred by the Sponsor in connection with such default and termination, and the preparation, execution and delivery of such New Agreement and related agreements and documents, provided, however, that with respect to any default that could not be cured by such Secured Lender until it obtains possession, such Secured Lender shall have the applicable cure period commencing on the date that it obtains possession to cure such default. When the Secured Lender has appointed an agent, a receiver or a receiver and manager or has obtained a court-appointed receiver or receiver and manager for the purpose of enforcing the Secured Lender’s security, that Person may exercise any of the Secured Lender’s rights under this Section 11.2(g). (h) Despite anything to the contrary contained in this Agreement, the provisions of this Article 11 shall enure only to the benefit of the holders of a Secured Lender’s Security Agreement. If the holders of more than one such Secured Lender’s Security Agreement who are at Arm’s Length with the Supplier make written requests to the Sponsor in accordance with this Section 11.2 to obtain a New Agreement, the Sponsor shall accept the request of the holder whose Secured Lender’s Security Agreement had priority immediately prior to the termination of this Agreement over the Secured Lender’s Security Agreements of the other Secured Lenders making such requests and thereupon the written request of each other Secured Lender shall be deemed to be void. In the event of any dispute or disagreement as to the respective priorities of any such Secured Lender’s Security Agreement, the Sponsor may rely upon the opinion as to such priorities of any law firm qualified to practise law in the Province of Ontario retained by the Sponsor in its unqualified subjective discretion or may apply to a court of competent jurisdiction for a declaration as to such priorities, which opinion or declaration shall be conclusively binding upon all parties concerned.

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 12.1(d) or the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 12.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c10.2(d)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 10.1 and Section 16.2(a10.2 (a) has been given to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b12.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.110.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the GeneratorSupplier. (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 12.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 1712.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is at Arm’s Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Buyer: (i) acting reasonably, if such transferee is at Arm’s Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arm’s Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Completion and Performance Security required under Article 6. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within ten (10) days after the date of such termination, deliver to each Secured Lender which is at Arm’s Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 12, each such Secured Lender or its transferee approved by the Buyer pursuant to Section 12.2(f) hereof shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty

Rights and Obligations of Secured Lenders. ‌ While any Secured Lender's ’s Security Agreement remains outstanding, and if the Buyer has received the notice referred to in Section 11.1(d) or the contents thereof are embodied in the agreement entered into by the Buyer in accordance with Section 11.3, the following provisions shall apply: (a) No Generator Supplier Event of Default (other than those referred to set out in Section 16.2(c9.2(d)) shall be grounds for the termination by the AESO Buyer of this Agreement until: (i) any notice required to be given under Section 16.1 9.1 and Section 16.2(a9.2 (a) has been given on the same day to the Generator Supplier and to each AESO Recognized the Secured Lender; and (ii) the cure period set out in Section 17.2(b11.2(b) has expired without a cure having been completed and without each AESO Recognized the Secured Lender having taken the actions therein contemplated. (b) In the event the AESO Buyer has given any notice contemplated required to be given under Section 16.19.1, each AESO Recognized the Secured Lender shall, within the applicable cure period (including any extensions), if any, have the right (but not the obligation) to cure the such default, and the AESO Buyer shall accept such performance by such AESO Recognized Secured Lender as if the same had been performed by the GeneratorSupplier. (c) Any payment to be made or action to be taken by an AESO Recognized a Secured Lender hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by such AESO Recognized the Secured Lender if such payment is made or action is taken by a nominee or agent of the AESO Recognized Secured Lender or a receiver or receiver and manager appointed by or on the application of such AESO Recognized the Secured Lender. (d) An AESO Recognized A Secured Lender shall be entitled to the Generator's Supplier’s rights and benefits contained in this Agreement and shall become liable for the Generator's Supplier’s obligations solely as provided in Section 11.2. A Secured Lender may, subject to the provisions of this Agreement, enforce any Secured Lender’s Security Agreement and acquire the Supplier’s Interest in any lawful way and, without limitation, a Secured Lender or its nominee or agent or a receiver or receiver and manager appointed by or on the application of the Secured Lender, may take possession of and manage the Contract Facility and, upon foreclosure, or without foreclosure upon exercise of any contractual or statutory power of sale under such Secured Lender’s Security Agreement, may sell or assign the Supplier’s Interest with the consent of the Buyer as required under Section 1711.2(f). (e) Until a Secured Lender (i) forecloses or has otherwise taken ownership of the Supplier’s Interest or (ii) has taken possession or control of the Supplier’s Interest, whether directly or by an agent as a mortgagee in possession, or a receiver or receiver and manager has taken possession or control of the Supplier’s Interest by reference to the Secured Lender’s Security Agreement, the Secured Lender shall not be liable for any of the Supplier’s obligations or be entitled to any of the Supplier’s rights and benefits contained in this Agreement except by way of security. If the Secured Lender itself or by a nominee or agent, or a receiver or a receiver and manager appointed by or on the application of the Secured Lender, is the owner or is in control or possession of the Supplier’s Interest, then the entity that is the owner or is in control or possession of the Supplier’s Interest shall be bound by all of the Supplier’s obligations. Once the Secured Lender or such other Person goes out of possession or control of the Supplier’s Interest or transfers the Supplier’s Interest in accordance with this Agreement to another Person who is not at Arms’ Length with the Secured Lender, the Secured Lender shall cease to be liable for any of the Supplier’s obligations and shall cease to be entitled to any of the Supplier’s rights and benefits contained in this Agreement, except, if the Secured Lender’s Security Agreement remains outstanding, by way of security. (f) Despite anything else contained in this Agreement, any Person to whom the Supplier’s Interest is transferred shall take the Supplier’s Interest subject to the Supplier’s obligations. No transfer shall be effective unless the Buyer: (i) acting reasonably, if such transferee is at Arms’ Length with the Secured Lender; or (ii) acting in its sole and subjective discretion, if such transferee is not at Arms’ Length with the Secured Lender, has approved of the transferee and the transferee has entered into an agreement with the Buyer in form and substance satisfactory to the Buyer, acting reasonably, wherein the transferee agrees to assume and to perform the obligations of the Supplier in respect of the Supplier’s Interest, whether arising before or after the transfer, and including the posting of the Completion and Performance Security required under Article 5. (g) In the event of the termination of this Agreement prior to the end of the Term due to a Supplier Event of Default, the Buyer shall, within ten (10) days after the date of such termination, deliver to each Secured Lender which is at Arms’ Length with the Supplier a statement of all sums then known to the Buyer that would at that time be due under this Agreement but for the termination and a notice to each such Secured Lender stating that the Buyer is willing to enter into a New Agreement (the “Buyer Statement”). Subject to the provisions of this Article 11, each such Secured Lender shall thereupon have the option to obtain from the Buyer a New Agreement in accordance with the following terms: (i) Upon receipt of the written request of the Secured Lender within thirty