Common use of Conditions Clause in Contracts

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:

Conditions. The Company’s 's interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s 's interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s 's interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s 's interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve The obligation of the Company from its primary liability for its obligations under Section 5.01 hereof or (b) Investor to consummate the Closing shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form subject to the Trustee condition that all representations and the Authority, all warranties and other obligations statements of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released true and correct as of the date of this Agreement and discharged from the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except for such failures to be so true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) as would not have, individually in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the extent so assumed. Notwithstanding transactions contemplated by the foregoingBranch Purchase Agreement. (b) The obligation of the Company to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Investor shall be true and correct as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date); and the condition that the Investor shall have performed all of its obligations hereunder theretofore to be performed. (c) The obligation of each of the Investor and the Company to consummate the Closing shall be subject to the following additional conditions: (1) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any of the Investor Shares; (a2) if the purchase by the Investor of the Investor Shares shall not (i) require the Company’s interest Investor or any of its affiliates to file a prior notice under the Change in this Agreement shall be assigned as a whole Bank Control Act, or in undivided part, otherwise seek prior approval or non-objection of any state or federal banking regulator; (ii) require the Company’s interest in the Facilities shall be leased as Investor or any of its affiliates to become a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds bank holding company; or (iii) cause the Investor, together with any other person whose securities of the Company would be aggregated with the Investor’s securities of the Company for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Investor and such other persons) would represent more than 9.9% of any class of voting securities of the Company outstanding on the date of the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s interest acceptance of the proceeds of the Acceptable Financing (as defined in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Branch Purchase Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease been satisfied or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:waived.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) The Company, on its own initiative, shall relieve not change the Company from its primary liability terms and conditions of any LBL Contract, other than for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior any changes that are required due to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest changes in this Agreement shall be assigned as a whole or in undivided partApplicable Law, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option terms of the Company shall extend beyond the maturity date of the Bonds LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s interest liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the Facilities shall be soldterms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), transferred (ii) or otherwise disposed of as a whole or in undivided part(iii) above, and (b) the Reinsurer will share in the event that change proportionately to the assignee, lessee, purchaser or other transferee shall assume the obligations of coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under Section 5.01 hereof for the remaining term of this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such assignment, lease, sale, transfer or other disposition, proposed change and afford the Company shall be released from and discharged of all liability in respect of such obligations to Reinsurer the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, andopportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any such assumption contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company (but only with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, any LBL Contract by the Company shall not make any assignment, lease or sale as provided in without the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act prior written approval of the Bonds and Reinsurer, this Agreement will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, cover Reinsured Risks incurred by the Company mayunder such LBL Contract as if the non-approved changes, at its option, cause such element amendments or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:modifications had not been made.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), Backstop Parties’ obligations to purchase any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form securities pursuant to the Trustee and Basic Commitment and/or the Authority, all other obligations of the Company hereunder Backstop Commitment are subject to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if following conditions: (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, execution and delivery of mutually satisfactory definitive documentation among BFE Corp. and the Backstop Parties which incorporates the terms set forth herein (the “Definitive Agreements”); (ii) the Company’s interest satisfaction or waiver by the Backstop Parties of the conditions to the Backstop Parties’ obligations to consummate the transactions contemplated by the Definitive Agreements as may be agreed upon in the Facilities Definitive Documents; (iii) BFE Corp. shall be leased in compliance with its obligations under the Loan Agreement and all other transaction documents relating to the Bridge Loan in all material respects; (iv) there has not occurred any material adverse change, or any development involving a prospective material adverse change, since the date hereof in the condition, financial or otherwise, or in the earnings, business, operations or properties of BFE Corp. and its subsidiaries, taken as a whole or in undivided part and (a “Material Adverse Change”); (v) there not having occurred after the term of such leasehold or date hereof at any time prior to the term of any extension or extensions thereof at the option funding of the Company shall extend beyond Basic Commitment and/or the maturity date of the Bonds Backstop Commitment any material disruption or (iii) the Company’s interest material adverse change in the Facilities shall be soldfinancial, transferred banking or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating capital markets that, in the opinion commercially reasonable judgment of such Independent Expertthe Backstop Parties, would have a material adverse impact on the Fair Value success of the Rights Offering; (vi) all required approvals and consents shall have been obtained; (vii) all representations and warranties made by BFE Corp. in this Letter Agreement being true and correct in all material respects; (viii) BFE Corp. shall be in compliance with all covenants and other provisions of this Letter Agreement in all material respects; (ix) the Cargill Acknowledgement Letter (as hereinafter defineddefined below) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of being in full force and effect; (x) the aggregate principal amount each of the Bonds then Outstanding Executive Management Waiver Agreements (as defined in the Loan Agreement) being in full force and effect; (xi) no actions, suits or proceedings shall be pending or threatened that challenge any Definitive Agreement, this Letter Agreement, the Loan Agreement, the Cargill Acknowledgement Letter or any related agreement; (xii) the Backstop Parties having been reasonably satisfied with (A) the Certificate of Designations setting forth the rights and preferences of the Series A Non-Voting Convertible Preferred Stock that reflects the terms set forth on Exhibit A hereto and other customary terms and provisions as determined by Greenlight in its reasonable discretion and (yB) the outstanding principal amount of all other obligations amended and restated limited liability company agreement of the Company representing indebtedness for borrowed money or for LLC setting forth the deferred purchase price rights and preferences of property which are being assumed by such Person; providedthe Preferred Membership Interests and, further, that after any such assumption, release and discharge as aforesaidif applicable, the Company may again assume such obligations under Class B Preferred Membership Interests, and other customary terms and provisions as determined by Greenlight in its reasonable discretion; (xiii) the receipt by the Backstop Parties of a legal opinion from Cravath, Swaine & ▇▇▇▇▇ LLP with respect to customary matters in a form satisfactory to Greenlight in its reasonable discretion; (xiv) BFE Corp. shall not have entered into any letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any competing plan, proposal, offer or transaction with a third party other than Greenlight materially inconsistent with this Letter Agreement; and (xv) the Board of Directors of BFE Corp. shall have adopted Section 5.01 hereof, in whole or in part, at any time and from time to time, and, 16b-3 Resolutions related to the extent issuance to the Backstop Parties of Series A Non-Voting Convertible Preferred Stock, Preferred Membership Interests, Class B Preferred Membership Interests, Common Stock and warrants and the allocation among the Greenlight Parties, of the Backstop Commitment and any such assumption by the Company (but only to such extent)purchase of Class B Preferred Membership Interests, the aforesaid assignee, lessee, purchaser or other transferee form of which shall be released from and discharged of all liability satisfactory to Greenlight in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:sole discretion.

Conditions. The Company’s interest In addition to being subject to the satisfaction of the conditions contained in this Agreement Sections 5.1 and 5.2, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions: (A) the Borrower shall have delivered to the applicable Issuing Bank (at such times and in such manner as such Issuing Bank may reasonably prescribe) and the Administrative Agent, a request for issuance of such Letter of Credit in substantially the form of Exhibit C hereto (each such request a “Request For Letter of Credit”), duly executed applications for such Letter of Credit, and such other documents, instructions and agreements as may be assigned as a whole or in partrequired pursuant to the terms thereof (all such applications, documents, instructions, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), agreements being referred to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, herein as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of“L/C Documents”), and the Company proposed Letter of Credit shall be released reasonably satisfactory to such Issuing Bank as to form and content; and (B) as of the date of issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit and discharged no law, rule or regulation applicable to such Issuing Bank and no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such obligations Issuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit; and (C) in the case of LaSalle acting in its capacity as Issuing Bank, the Borrower shall have duly executed and delivered to LaSalle the extent so assumed. Notwithstanding L/C Master Agreement and the foregoing, (a) if (i) the Company’s interest in this Agreement Borrower shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) compliance therewith; provided that in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations terms and conditions of the Company under Section 5.01 hereof for L/C Master Agreement (or any similar agreement entered into with any other Issuing Bank) shall conflict with the remaining term terms and conditions of this Agreement, the terms and conditions of this Agreement shall govern and control to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:conflict.

Conditions. The CompanyA. In addition to Purchaser’s interest in absolute right to terminate this Agreement Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be assigned as a whole or waived in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether an interest in a specific element or unit or an undivided interest)this Condition has been satisfied, to any Person; provided, however, it shall be assumed that no such assignment, lease, sale, transfer or other disposition as of the Closing Date: (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery all of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the CompanyPurchaser’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest “Requirements” set forth in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations all material respects as of the Company under Section 5.01 hereof for the remaining term of this Agreement, Closing Date and Seller will deliver to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations Purchaser at Closing a certificate to the extent so assumed (but only to such extent); provided, however, that the release and discharge effect. 4. The physical condition of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company Property shall not make any assignment, lease or sale as provided in have materially changed since the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Effective Date.

Conditions. (a) The Company’s interest in this Agreement may obligations of the Debt Holders to exchange MMC Debt Obligations for Shares at the Closing shall be assigned subject to the satisfaction (or waiver) of the following conditions: (i) the Private Letter Ruling (as a whole or in part, and its interest defined in the Facilities may be leased, sold, transferred or otherwise disposed Form of by Separation and Distribution Agreement filed as Exhibit 10.3 to the Company as a Registration Statement) shall remain in full force and effect and shall not have been revoked in whole or in part as of the applicable Closing Date; (whether an interest in a specific element ii) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer permanent injunction or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof order enacted, entered, promulgated, enforced or (b) issued by any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be made unless in effect preventing the assignee, lessee, purchaser or other transferee, as transactions contemplated to occur at the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, Closing; (aiii) if (iA) the Company’s interest representations and warranties of MMC in this Agreement shall be assigned true and correct in all respects on and as of the Closing Date, with the same effect as if made on the applicable Closing Date, and (B) MMC shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date; (iv) (A) the representations and warranties of MMI in this Agreement shall be true and correct in all respects on and as of the applicable Closing Date, with the same effect as if made on the applicable Closing Date, and (B) MMI shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date; (v) the Underwriting Agreement shall have been duly executed and delivered and shall remain in full force and effect and the conditions to the obligations of the Underwriters to purchase and pay for the applicable Shares as set forth in the Underwriting Agreement shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied prior to the applicable closing pursuant to the Underwriting Agreement); and (vi) MMC shall have furnished to each Debt Holder a whole properly completed and executed certification of non-foreign status substantially in the form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv). In the event that any of the conditions set forth in this clause (a) shall not have been fulfilled (or waived by the Debt Holders) on the Closing Date, this Agreement may be terminated by the Debt Holders by delivering a written notice of termination to MMC and MMI. (b) The obligations of MMC to exchange Shares for MMC Debt Obligations at the Closing shall be subject to the satisfaction (or waiver) of the following conditions: (i) (A) the representations and warranties of each Debt Holder in undivided partthis Agreement shall be true and correct in all respects on and as of the applicable Closing Date, with the same effect as if made on the applicable Closing Date, and (B) each Debt Holder shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date; (ii) the Company’s interest Private Letter Ruling shall remain in the Facilities full force and effect and shall be leased as a not have been revoked in whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option as of the Company shall extend beyond the maturity date of the Bonds or applicable Closing Date; (iii) the Company’s interest in the Facilities no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be sold, transferred or otherwise disposed of as a whole or in undivided part, effect preventing the transactions contemplated to occur at the Closing; and (iv) the Underwriting Agreement shall have been duly executed and (b) delivered and shall remain in full force and effect and the event that the assignee, lessee, purchaser or other transferee shall assume conditions to the obligations of the Company under Section 5.01 hereof Underwriters to purchase and pay for the remaining term of this Agreement, applicable Shares as set forth in the Underwriting Agreement shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied prior to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations applicable closing pursuant to the extent so assumed (but only to such extentUnderwriting Agreement); provided, however, . In the event that the release and discharge any of the Company pursuant to conditions set forth in this clause (b) shall not have been fulfilled (or waived by MMC) on the Closing Date, this Agreement may be conditioned upon the delivery terminated by the Company MMC by delivering a written notice of termination to the Authority Debt Holders and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:MMI.

Conditions. (a) The Company’s interest in this Agreement obligations of the Company and the Backstop Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction prior to the Closing of each of the following conditions (which may be assigned as a whole or waived in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve by the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transfereeBackstop Purchaser, as the case may be, prior in its or their sole discretion, except as set forth in subsection (b) below): (i) The Registration Statement shall have been declared effective by the SEC and shall continue to or simultaneously be effective and no stop order shall have been entered by the SEC with such assignmentrespect thereto, leaseand no proceedings therefore will have been initiated or, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee knowledge of the Company, threatened by the SEC, and any request on the Authoritypart of the SEC for additional information will have been complied with. (ii) The representations and warranties of each party in Sections 3 and 4 are true and correct in all material respects as of the Closing Date, as if made on such date (except for representations and warranties made as of a specified date, which shall be true and correct in all other obligations material respects as of such specified date), nor shall there have occurred any breach of any covenant of the Company hereunder to set forth in Section 5 hereof. (iii) The Rights Offering shall have been conducted in all material respects in accordance with this Agreement. (iv) All material governmental and third-party notifications, filings, consents, waivers, and approvals required for the extent consummation of the interest assignedtransactions contemplated by this Agreement, leasedincluding the Rights Offering, soldshall have been made or received. (v) No action shall have been taken, transferred no statute, rule, regulation, or otherwise disposed oforder shall have been enacted, adopted, or issued by any federal, state, or foreign governmental or regulatory authority, and no judgment, injunction, decree, or order of any federal, state, or foreign court shall have been issued that, in each case, prohibits the implementation of the Rights Offering, and the issuance and sale of Common Stock in the Rights Offering, or materially impairs the benefit of implementation thereof, and no action or proceeding by or before any federal, state, or foreign governmental or regulatory authority shall be pending or threatened wherein an adverse judgment, decree, or order would be reasonably likely to result in the prohibition of or material impairment of the benefits of the implementation of the Rights Offering and the issuance and sale of Common Stock in the Rights Offering. (vi) Since the date of this Agreement, there shall not have been any material adverse effect or any effect that would, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of the Company or the Backstop Purchaser, as the case may be, to perform its or their obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis or to materially and adversely affect the business, assets or financial condition of the Company. (vii) As of the Closing Date, trading in the Common Stock shall not have been suspended by the SEC. (viii) As of the Closing Date, the Common Stock shall be quoted on the OTCQX Best Market (or a national securities exchange) and quotations as to its price shall not be blocked. (ix) The Backstop Purchaser shall have received a legal opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP with respect to customary matters in a form satisfactory to the Backstop Purchaser in its reasonable discretion relating to the due authorization of the issuance of the Rights and the shares of Common Stock in the Rights Offering, the due authorization of this Agreement and such other matters as the Backstop Purchaser shall reasonably request. (x) The Refinancing Condition shall have been satisfied. (xi) The Company shall be released of and discharged from such obligations to enter into the extent so assumed. Registration Rights Agreement. (b) Notwithstanding the foregoing, (a) if (i) the Company’s interest conditions set forth in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (bvi) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of above (x) as they relate to the aggregate principal amount of Backstop Purchaser, may only be waived by the Bonds then Outstanding Company, and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, they relate to the extent of any such assumption Company, may only be waived by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Backstop Purchaser.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) The obligations of Sellers and Purchaser to consummate the transactions contemplated by this Agreement shall relieve be subject to the Company from satisfaction or waiver, on or before the Closing Date, of the following conditions: (i) All waiting periods (and any extension thereof) under laws applicable to the transactions contemplated by this Agreement shall have expired or been earlier terminated. (ii) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement or imposes conditions on such consummation not otherwise provided for herein. (iii) Neither Purchaser nor any Seller shall have been advised by any United States federal government agency (which advisory has not been officially withdrawn on or prior to the Closing Date) that such government agency is investigating the transactions contemplated by this Agreement to determine whether to file or commence any litigation that seeks or would seek to enjoin, restrain or prohibit the consummation of the transactions contemplated by this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, either Forestar Petroleum, Forestar (USA) or Purchaser will have the right, exercisable at its primary liability for its sole election, to terminate this Agreement by delivering written notice to the other Parties before the Closing, whereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to Purchaser, and the Parties will have no further rights or obligations under Section 5.01 hereof or hereunder (except as otherwise expressly provided herein). (b) shall be Unless waived by Purchaser, in addition to any other conditions set forth in this Agreement, the obligations of Purchaser under this Agreement are expressly made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form subject to the Trustee and the Authority, fulfillment in all other obligations respects of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if following conditions precedent: (i) the Company’s interest truth and accuracy as of the Closing Date, in this Agreement shall be assigned as a whole or in undivided partall material respects, of each and every warranty and representation herein made by any Seller; (ii) the CompanyEach Seller’s interest timely performance of and compliance with, in the Facilities shall all material respects, each and every term, condition, agreement, restriction and obligation to be leased as a whole or in undivided part performed and the term of complied with by such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or Seller under this Agreement; (iii) The aggregate acreage of all Title Objection Property, Title Failure Property and Environmental Property shall not exceed twenty percent (20%) of the Companyacreage of the Timberlands; (iv) Purchaser’s interest receipt of a binding commitment from the Title Company to issue a title insurance policy insuring Purchaser’s title to the Property following the Closing, subject only to the Permitted Encumbrances; and (v) Sellers’ obtaining of all corporate approvals, consents and authorizations as may be required for Sellers to consummate the transaction contemplated by this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser’s sole election, to exercise the remedies described in Section 15(b). Notwithstanding the Facilities shall be soldforegoing sentence, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that of either Seller’s failure to fulfill any condition precedent set forth in Section 14(b)(ii), Purchaser shall provide written notice to such Seller and such Seller shall have seven (7) days from receipt of such notice to fulfill the assigneecondition precedent before Purchaser may exercise any remedies described in Section 15(b). (c) Unless waived by a Seller, lessee, purchaser or other transferee shall assume the obligations of such Seller under this Agreement are expressly made subject to the Company fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy as of the Closing Date, in all material respects, of each and every warranty and representation herein made by Purchaser; and (ii) Purchaser’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser under Section 5.01 hereof for the remaining term of this Agreement. (iii) The aggregate acreage of all Title Objection Property shall not exceed ten percent (10%) of the acreage of the Timberlands In the event any of the above conditions is not satisfied on or before the Closing, either Seller will have the right, exercisable at such Party’s sole election, to exercise the extent of remedies described in Section 15(a), provided that if either Seller elects to exercise such assignment, lease, sale, transfer or other dispositionremedy, the Company other Seller shall be released from and discharged of all liability in respect of such obligations deemed to have made an identical election. Notwithstanding the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating thatforegoing sentence, in the opinion event of Purchaser’s failure to fulfill any condition precedent set forth in Section 14(c)(i) or (ii), Sellers shall provide written notice to Purchaser and Purchaser shall have seven (7) days from receipt of such Independent Expert, notice to fulfill the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after condition precedent before Sellers may exercise any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under remedies described in Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent15(c), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. The Company’s interest in As a material inducement for the Purchaser to enter into this Agreement may be assigned as a whole or in partAgreement, Seller hereby makes the following acknowledgments and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition representations: (a) shall relieve That, it owns the Company from its primary liability for its obligations under Section 5.01 hereof or tradenames to the Products described herein. (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by The execution and delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of the Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, other agreement or instrument to which the Seller is a party or by which it or its assets are bound; or to the extent best of such assignmentSeller's knowledge, leaseany applicable regulation, salejudgment, transfer order or other dispositiondecree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company shall be released from and discharged of all liability Seller or its properties; (c) There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which might result in a material adverse change with respect of such obligations to the extent so assumed premises being purchased herein; (but only to such extent); providedd) The execution, however, that the release delivery and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes performance of this Agreement and the transactions contemplated hereby do not require the consent, authority or approval of any other person or entity except such as have been obtained; (e) To the best of Sellers knowledge and belief no transactions have been entered into either by delivering or on behalf of the Seller, other than in the ordinary course of business nor have any acts been performed which would adversely affect goodwill with respect to the Authority premises being purchased herein; (f) The entering into of this Agreement and the Trustee performance thereof has been duly and validly authorized by all required corporate action, and does not require any consents, corporate, governmental or otherwise, other than such as have been unconditionally obtained; (g) The trademark/tradename, documentation, a copy of which is annexed hereto and made a part hereof as Exhibit A accurately reflects the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part current ownership and registration of the Facilities for Seller and no additional information is required in order to render the purposes information so provided not misleading; (h) As of the date of the execution of this Agreement. For purposes written Agreement no events have occurred nor have any facts been discovered which materially alter in detrimental manner the trademarks of this Section 7.01:the Seller; (i) The foregoing representations and warranties do not contain any untrue statements nor do they fail to disclose information necessary in order to render the information provided not misleading; (j) The foregoing representations and warranties shall also be true, complete and accurate on and as of the Closing Date, as if initially provided on such date, the Seller hereby covenanting and agreeing to do all things required therefore (including within such obligation the abstinence from any actions, the performance of which would render any of the foregoing representations and warranties inaccurate, as of the Closing Date);

Conditions. The Company’s interest obligations of the Initial Purchasers to purchase the Notes under this Agreement are subject to the performance by each of the Company and each of the Guarantors of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions: (a) All of the representations and warranties of the Company and the Subsidiaries contained in this Agreement may and in each of the Transaction Documents shall be assigned true and correct as a whole of the date hereof and at the Closing Date, except to the extent that the failure of such representations and warranties (without giving effect to any “material,” “materiality,” “Material Adverse Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in partthe aggregate would not reasonably be expected to have a Material Adverse Effect. On or prior to the Closing Date, the Company and its interest each other party to the Transaction Documents (other than the Initial Purchasers) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Transaction Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the Facilities may aggregate, reasonably be leased, sold, transferred or otherwise disposed of by the Company as expected to have a whole or in part (whether an interest in a specific element or unit or an undivided interestMaterial Adverse Effect), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or . (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Transaction Documents. No stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Transaction Documents. No Proceeding shall be made unless the assigneepending or, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Pricing Disclosure Package and the AuthorityFinal Offering Memorandum, all other obligations there shall not have been any event that would have a Material Adverse Effect. (e) The Notes shall (i) have been designated PORTAL securities in accordance with the rules and regulations adopted by the Financial Industry Regulatory Authority relating to trading in the PORTAL market, and (ii) be eligible for clearance and settlement through DTC. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company hereunder to the extent or any securities of the interest assignedCompany (including, leasedwithout limitation, sold, transferred the placing of any of the foregoing ratings on credit watch with negative or otherwise disposed of, and developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided partSecurities Act, (ii) the Company’s interest there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of outlook for any extension or extensions thereof at the option rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall extend beyond have given notice that it has assigned (or is considering assigning) a lower rating to the maturity Notes than that on which the Notes were marketed. (g) The Initial Purchasers shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer of the Company and (2) the Chief Financial Officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Section 4 hereof and in each of the Transaction Documents are true and correct in all respects, except to the extent that the failure of such representations and warranties (without giving effect to any “material,” “materiality,” “Material Adverse Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the Bonds most recent financial statements in the Pricing Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Pricing Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Pricing Disclosure Package and the Final Offering Memorandum or contemplated hereby, neither the Company nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long- term indebtedness of the Company or any Subsidiary of the Company that is material to the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and each Guarantor, certifying such matters as the Initial Purchasers may reasonably request covering such matters as are customarily covered in such certificates. (iii) a perfection certificate, dated the Company’s interest in the Facilities shall be soldClosing Date, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations executed by an officer of the Company and each of the Guarantors substantially in the form previously provided to counsel of Company. (iv) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchasers or its counsel. (v) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (vi) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ Heuer & ▇▇▇▇▇, P.C., local Michigan counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (vii) the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, local Indiana counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (viii) the opinion of ▇▇▇▇▇, Brown, Koehn, Shors & ▇▇▇▇▇▇▇, P.C., local Iowa counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (ix) the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.L.L.P., local Minnesota counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (x) the opinion of Proskauer Rose LLP, counsel to the Initial Purchasers, dated the Closing Date, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (xi) a copy of a payoff letter or other evidence of repayment in form and substance reasonably satisfactory to the Initial Purchasers from the administrative agent under Section 5.01 the Existing Credit Facility, releasing the Company and the Guarantors from all obligations under the Existing Credit Facility and any guarantees thereunder, which letter shall become effective immediately following the application of the net proceeds of the Offering as set forth under the “Use of Proceeds” section in the Pricing Disclosure Package and Final Offering Memorandum. (h) The Initial Purchasers shall have received on the date hereof for and on the remaining term Closing Date a certificate from the Chief Financial Officer of this Agreementthe Company, dated as of the date hereof and thereof, substantially in the form of Exhibit A attached hereto. (i) The Initial Purchasers shall have received (A) a customary comfort letter from PricewaterhouseCoopers LLP, independent auditors, with respect to the Company, dated as of the date hereof, in form and substance satisfactory to the Initial Purchasers and its counsel, with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Final Offering Memorandum and (B) a customary bring-down comfort letter from PricewaterhouseCoopers LLP, dated the Closing Date, in form and substance satisfactory to the Initial Purchasers and its counsel, to the extent of such assignment, lease, sale, transfer or other disposition, effect that PricewaterhouseCoopers LLP reaffirms the Company shall be released from and discharged of all liability statements made in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company its letter furnished pursuant to clause (bA) with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Final Offering Memorandum. (j) Each of the Transaction Documents shall be conditioned upon have been executed and delivered by all parties thereto, and the delivery by Initial Purchasers shall have received a fully executed original of each of the Transaction Documents. (k) The terms of each Transaction Document shall conform in all material respects to the description thereof in the Pricing Disclosure Package and the Final Offering Memorandum. (l) The Collateral Agent shall have received (with a copy for the Initial Purchasers) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Company and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Authority Security Agreement; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed ofdebtor, together with all copies of such financing statements (none of which shall cover any collateral described in any Collateral Documents, other rightsthan such financing statements that evidence Permitted Liens); (iv) such other approvals, interestsopinions, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by documents as the Company Collateral Agent may reasonably request in form and substance reasonably satisfactory to the same Person Collateral Agent; and (v) the Collateral Agent and its counsel shall be satisfied that (A) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the same or a related transactioncollateral described above is of the priority described in the Pricing Disclosure Package and the Final Offering Memorandum; and (B) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, stating that such rights, interests, assets and/or properties so described constitute facilities for the generationbenefit of the Secured Parties, transmission and/or distribution of electric energy and stating thatpursuant to a Collateral Documents, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties each case subject to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of Permitted Liens. (xm) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser All Uniform Commercial Code financing statements or other transferee shall be released from similar financing statements and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents Uniform Commercial Code Form UCC-3 termination statements required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element clause (l)(i) and (l)(ii) above shall have been delivered to CT Corporation System or unit, or interest therein, shall no longer be deemed another similar filing service company acceptable to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Collateral Agent.

Conditions. The Company’s interest in this Agreement may Your obligation to purchase the Notes on the Closing Date shall be assigned as a whole or in part, and its interest in subject to the Facilities may be leased, sold, transferred or otherwise disposed of performance by the Company as a whole of its agreements hereunder which by the terms hereof are to be performed at or in part (whether an interest in a specific element or unit or an undivided interest), prior to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition the time of delivery of the Notes and to the following further conditions precedent: (a) Closing Certificates. (1) Concurrently with the delivery of the Notes on the Closing Date, you shall relieve have received a certificate dated the Company from its primary liability for its obligations under Section 5.01 hereof or (b) Closing Date, signed by a Responsible Officer of the Company, the truth and accuracy of which shall be made unless a condition to your obligation to purchase the assignee, lessee, purchaser or other transferee, as the case may be, prior Notes proposed to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form be sold to you and to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if effect that (i) the Company’s interest representations and warranties of the Company set forth in this Agreement shall be assigned as a whole or in undivided partExhibit C hereto are true and correct on and with respect to the Closing Date, (ii) the Company’s interest in Company has performed all of its obligations hereunder which are to be performed on or prior to the Facilities shall be leased as a whole or in undivided part Closing Date, and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) no Default or Event of Default has occurred and is continuing; and (2) You shall have received a certificate dated the Company’s interest in Closing Date, signed by an authorized officer of each of the Facilities Existing Subsidiary Guarantors, the truth and accuracy of which shall be sold, transferred or otherwise disposed of as a whole or in undivided part, condition to your obligation to purchase the Notes proposed to be sold to you and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that (i) the proposed assignmentrepresentations and warranties of the Existing Subsidiary Guarantors set forth in the 2002 Subsidiary Note Guaranty are true and correct on and with respect to the Closing Date, lease or sale will not impair the validity (ii) each Existing Subsidiary Guarantor has performed all of its obligations under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed 2002 Subsidiary Note Guaranty which are to be part of the Facilities for the purposes of this Agreement by delivering performed on or prior to the Authority Closing Date, and the Trustee the agreements (iii) no Default or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part Event of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Default has occurred and is continuing.

Conditions. Section 6.1 Conditions to Each Party’s Obligation To Effect the Merger. The Company’s interest in this Agreement respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of waived by the Company as a whole or parties hereto in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereofwriting, in whole or in part, to the extent permitted by applicable Law): (i) This Agreement shall have been adopted and approved by the Company Required Vote and (ii) the Parent Proposal shall have been approved and adopted by the Required Parent Vote; (b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the Merger or makes the Merger illegal; (c) Other than filing the Certificate of Merger in accordance with the DGCL, all authorizations, consents and approvals of all Governmental Entities required to be obtained prior to consummation of the Merger shall have been obtained, except for such authorizations, consents, and approvals the failure of which to be obtained individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on any party to this Agreement; (d) The S-4 shall have been declared effective, and no stop order suspending the effectiveness of the S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) The shares of Parent Common Stock issuable to the stockholders of the Company in the Merger and to the holders of the Company Options, Company Stock Awards, and Performance Stock Awards shall have been authorized for listing on Nasdaq, subject to official notice of issuance. Section 6.2 Conditions to the Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of Parent set forth in Sections 4.2, 4.3, 4.5(a) and all statements set forth in Section 4.27 (relating to Taxes) shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of each of Parent set forth in this Agreement (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.5(a) and all statements set forth in Section 4.27 (relating to Taxes)), shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The Company shall have received a certificate signed on behalf of Parent by each of two senior executive officers of Parent to the foregoing effect; (b) Parent shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent to such effect; (c) There shall not be pending any suit, action or proceeding by any Governmental Entity seeking to restrain, preclude, enjoin or prohibit the Merger or any of the other transactions contemplated by this Agreement; (d) The Company shall have received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from time officers of Parent and the Company, all of which are consistent with the state of facts existing as of the date on which the S-4 is filed and the Effective Time, as applicable, to timethe effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.2(d), ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP shall have received and may rely upon the certificates and representations referred to in Section 5.13(d); (e) Parent must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Parent by a duly authorized officer of Parent certifying the representations set forth in Section 4.27 and as otherwise reasonably requested by the Company’s or Parent’s tax counsel; (f) During the period from the date of execution of this Agreement until the Effective Time, there shall not have occurred a Material Adverse Effect on Parent; (g) On a pro forma basis and after giving effect to all transactions contemplated by this Agreement to occur on the Closing Date, (i) Parent must have funds equal to at least the amount set forth on Section 6.2(g)(i) of the Parent Disclosure Letter available for borrowing under all tests and all provisions set forth in its credit agreements, as in effect on the Closing Date, (ii) no default or event of default would exist under such credit agreements of Parent, and (iii) additional debt in an amount equal to at least the amount set forth on Section 6.2(g)(iii) of the Parent Disclosure Letter would not result in a default or event of default under such credit agreements of Parent and the Company shall have received a certificate of Parent signed on its behalf by its Chief Executive Officer or Chief Financial Officer to such effect; and (h) To the extent that any notes remain outstanding under the Parent Indenture, Parent shall have complied with all the applicable provisions of the Parent’s Indenture so that on a pro forma basis and after giving effect to all transactions contemplated by this Agreement, no default or event of default will have occurred under the Parent Indenture, and the Company shall have received a certificate of Parent signed on its behalf by its Chief Executive Officer or Chief Financial Officer to such effect. In addition, on a pro forma basis and after giving effect to all transactions contemplated by this Agreement, no default or event of default will have occurred under the Company Indenture (excluding any defaults or events of default in existence under the Company Indenture immediately prior to the Effective Time); provided that, to the extent of any such assumption by notes remain outstanding under the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstandingIndenture, the Company shall have complied with all the applicable provisions of the Company’s Indenture prior to the Effective Time, such that the Company’s failure to comply with the applicable provisions of the Company’s Indenture shall not make have caused the default or event of default occurring on a pro forma basis and after giving effect to all transactions contemplated by this Agreement. Section 6.3 Conditions to Obligations of Parent to Effect the Merger. The obligations of Parent to effect the Merger are further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.2, 3.3 and 3.5(a) and all statements set forth in Section 3.26 (relating to Taxes) shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of the Company set forth in this Agreement (other than the representations and warranties set forth in Sections 3.2, 3.3 and 3.5(a) and the statements set forth in Section 3.26) shall be true and correct (without giving effect to any assignmentlimitation as to “materiality” or “Material Adverse Effect” set forth therein) both at and as of the date of this Agreement and at and as of the Closing Date, lease as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or sale as provided “Material Adverse Effect” set forth therein) individually or in the immediately preceding paragraph unless it aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Parent shall have furnished received a certificate signed on behalf of the Company by each of two senior executive officers of the Company to the Authority foregoing effect; (b) The Company shall have performed in all material respects each of its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement, and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer to such effect; (c) There shall not be pending any suit, action or proceeding by any Governmental Entity seeking to (i) prohibit or limit in any material respect the ownership or operation by the Company or Parent or any of their respective affiliates of a substantial portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or to require any such Person to dispose of or hold separate any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, as a result of the Merger or any of the other transactions contemplated by this Agreement or (ii) restrain, preclude, enjoin or prohibit the Merger or any of the other transactions contemplated by this Agreement; (d) Parent shall have received the opinion of ▇▇▇▇▇▇▇▇ & Knight, LLP, counsel to Parent, in form and substance reasonably satisfactory to Parent, on the date on which the S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the Trustee an opinion certificates obtained from officers of Bond Counsel Parent and the Company, all of which are consistent with the state of facts existing as of the date on which the S-4 is filed or the Effective Time, as applicable, to the effect that (i) the proposed assignment, lease or sale Merger will not impair qualify as a reorganization within the validity under the Act meaning of Section 368(a) of the Bonds Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.3(d), ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, shall have received and may rely upon the affiliate letters, certificates and representations referred to in Section 5.13(d); (e) The number of Dissenting Shares shall not adversely affect exceed 10% of the exclusion outstanding shares of interest Company Common Stock; (f) All material consents and approvals of any Person that the Company or Parent or any of their respective Subsidiaries is required to obtain in connection with the consummation of the Merger, including consents and approvals from parties to loans, contracts, leases or other agreements, shall have been obtained, and a copy of each such consent and approval shall have been provided to Parent at or prior to the Closing, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Bonds from gross income for federal tax purposes. After any leaseCompany or Parent, saleas applicable; (g) The Company must have delivered to its counsel, transfer or other disposition of any element or unit Parent and Parent’s counsel a certificate signed on behalf of the Facilities, or any interest therein, Company by a duly authorized officer of the Company may, at its option, cause such element certifying the representations set forth in Section 3.26 and as otherwise reasonably requested by the Company’s or unit, or interest therein, to no longer be deemed to be part Parent’s tax counsel; and (h) During the period from the date of the Facilities for the purposes execution of this Agreement by delivering to until the Authority and Effective Time, there shall not have occurred a Material Adverse Effect on the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Company.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from Each Backstop Purchaser’s obligation to purchase shares of Class A Common Stock pursuant to its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form Backstop Commitment is subject to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and following conditions: (i) the Company shall be released of and discharged from such in compliance with its obligations to the extent so assumed. Notwithstanding the foregoing, under this Agreement in all material respects; (a) if (iii) the Company’s interest representations and warranties of the Company set forth in this Agreement shall be assigned true and correct as a whole of the date of this Agreement and the Closing and the failure of any such representations and warranties to be so true and correct has not resulted in, and would not reasonably be expected to result in, individually or in undivided partthe aggregate, a Company Material Adverse Effect; and (iii) to the extent required by the rules of Nasdaq, the Company shall have obtained the Stockholder Approval. (b) The Company’s obligations hereunder are subject to the following conditions: (i) the Backstop Purchasers shall be in compliance with their respective obligations under this Agreement in all material respects; (ii) the Company’s interest representations and warranties of the Backstop Purchasers hereunder shall be true and correct as of the date of this Agreement and the Closing and the failure of any such representations and warranties to be so true and correct has not resulted in, and would not reasonably be expected to result in, individually or in the Facilities shall be leased as aggregate, a whole or in undivided part material adverse effect on the ability of the Backstop Purchasers to consummate the transactions contemplated by this Agreement; and (iii) to the term extent required by the rules of such leasehold or the term of any extension or extensions thereof at the option of Nasdaq, the Company shall extend beyond have obtained the maturity date Stockholder Approval. (c) The Closing is further subject to the satisfaction or waiver of the Bonds or following conditions: (i) consummation of the Rights Offering and delivery of the Subscription Notice to the Backstop Purchasers; (ii) to the extent required by the rules of Nasdaq, stockholder approval of this Agreement and the issuance of the Backstop Acquired Shares in compliance with Nasdaq Rule 5635 (the “Stockholder Approval”); and (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations consummation of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Exchange Transactions.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) If Purchaser has actual knowledge, or should ---------- have actual knowledge by inspection of the Property or of the public records at or before the Closing, that (i) any representation of Seller hereunder is untrue, as of the date represented, or (ii) Seller has failed to perform, observe or comply with any covenant, agreement or condition to be performed hereunder, Purchaser shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or notify Seller of such within five (5) days after discovery by Purchaser. Purchaser's failure to so notify Seller shall be deemed to constitute Purchaser's waiver of same as a condition to Closing and otherwise. (b) In the event that (A) any of Seller's representations made in Section 3.1 are not true as of the date of this Agreement (and for the purposes hereof a representation shall be made unless untrue only if factually untrue and having a material adverse business or legal impact on Purchaser), and (B) Purchaser has actual knowledge, or should have actual knowledge by inspection of the assigneeProperty or of the public records at or before the Closing that any of Seller's representations referred to in clause (A) of this sentence are untrue, lessee, purchaser or other transfereethen Purchaser may, as the case may be, prior to its sole remedy (whether at law or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authorityequity), all other obligations of the Company hereunder claims for damages or specific performances being hereby expressly waived by Purchaser, elect to the extent of the interest assigned, leased, sold, transferred or otherwise disposed ofterminate this Agreement, and the Company sole liability of Seller shall be released of to return to Purchaser the Deposit, together with any interest accrued thereon, and discharged from such obligations to the extent so assumed. Notwithstanding the foregoingthereupon, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) null and void and the Company’s interest in the Facilities parties hereto shall be leased as a whole or in undivided part relieved of all further obligations and liability under this Agreement, other than with respect to those obligations and liabilities which expressly survive the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term termination of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. The Company’s interest In addition to being subject to the satisfaction of the conditions contained in this Agreement Sections 5.1 and 5.2, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions: (A) the Borrower shall have delivered to the applicable Issuing Bank (at such times and in such manner as such Issuing Bank may reasonably prescribe) and the Administrative Agent, a request for issuance of such Letter of Credit in substantially the form of Exhibit C hereto (each such request a "REQUEST FOR LETTER OF CREDIT"), duly executed applications for such Letter of Credit, and such other documents, instructions and agreements as may be assigned as a whole or in partrequired pursuant to the terms thereof (all such applications, documents, instructions, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), agreements being referred to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, herein as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of"L/C DOCUMENTS"), and the Company proposed Letter of Credit shall be released reasonably satisfactory to such Issuing Bank as to form and content; and (B) as of the date of issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit and discharged no law, rule or regulation applicable to such Issuing Bank and no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such obligations Issuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit; and (C) in the case of LaSalle acting in its capacity as Issuing Bank, the Borrower shall have duly executed and delivered to LaSalle the extent so assumed. Notwithstanding L/C Master Agreement and the foregoing, (a) if (i) the Company’s interest in this Agreement Borrower shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) compliance therewith; provided that in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations terms and conditions of the Company under Section 5.01 hereof for L/C Master Agreement (or any similar agreement entered into with any other Issuing Bank) shall conflict with the remaining term terms and conditions of this Agreement, the terms and conditions of this Agreement shall govern and control to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:conflict.

Conditions. The Company’s interest obligation of Star to make its contributions at Closing to the capital of the Partnership provided for herein shall be subject to the performance by ▇▇▇▇▇ in this Agreement may all material respects of all of the agreements to be assigned as a whole performed by it hereunder on or in partbefore the Closing Date, and its interest the accuracy in all material respects of the Facilities may be leased, sold, transferred or otherwise disposed of by representations in Exhibit B and to the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition following further conditions: (a) ▇▇▇▇▇ shall relieve have conducted its business operations at the Company from its primary liability for its obligations under Section 5.01 hereof or Theatre Properties in the ordinary course and in the same manner in which the same have heretofore been conducted. (b) After the date hereof, ▇▇▇▇▇ shall have incurred no expenses or obligations, without the consent of Star, relating to the ▇▇▇▇▇ Undeveloped Theatre Property. (c) Star shall have received, from counsel to ▇▇▇▇▇, an opinion in the form of Exhibit E. (d) There shall not be pending or threatened on the Closing Date any action, suit or proceeding, whether administrative or judicial, seeking to enjoin, restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement or which may adversely affect the right of the Partnership directly or indirectly to lease, operate or control any or all of the Theatre Properties, nor shall there be in effect on the Closing Date any order, judgment or decree by any court or other governmental body enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or subjecting Star or the Partnership to any liability. (e) Star shall have received a letter from ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, dated as of the Closing Date, in form and substance reasonably satisfactory to the Star Partner, stating that each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ agrees to perform and be bound by the terms of this Agreement applicable to him or her, as if each was a signatory hereto. (f) Star shall have received owner’s policies of title insurance, in the name of the Partnership at Star’s expense, on American Land Title Association Owner’s Form B (1987), including mechanic’s lien coverage and survey coverage, issued by a reputable title insurance company satisfactory to Star (the “Title Company”), dated the Closing Date in amounts reasonably acceptable to Star and reinsured by reputable title insurance companies (the “Reinsurance Companies”), reasonably satisfactory to Star in amounts reasonably acceptable to Star, which Reinsurance Companies each shall have entered into a direct access agreement with Star, with respect to the Theatre Properties, insuring the Partnership’s leasehold interest in such Theatre Properties, subject only to Permitted Encumbrances (including easements and restrictions of record which do not interfere with the use of any of the Theatre Properties) and to no other exceptions, whether standard, printed or otherwise, and containing non-imputation endorsements and such other affirmative insurance as Star may reasonably request. (g) Star shall have obtained, at its expense, ALTA surveys reasonably satisfactory to Star, of the Theatre Properties. (h) ▇▇▇▇▇ shall have delivered to Star the Disclosure Schedules required to be delivered by ▇▇▇▇▇ hereunder and the exceptions to the representations and warranties of ▇▇▇▇▇ set forth in such Disclosure Schedules shall be made unless reasonably acceptable to Star. If Star does not accept any exception set forth in a proposed Disclosure Schedule received from ▇▇▇▇▇, Star shall object to such exception by written notice to ▇▇▇▇▇ within ten (10) days after its receipt of such Disclosure Schedule. If Star does not object to any exception within such period, the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument condition set forth in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company this Section 10.1(i) shall be released of and discharged from waived with respect to such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if exception. (i) There shall have been obtained any necessary consents to the Company’s interest assignment of the Leases to the Partnership, and any necessary waivers of radius restrictions in such Leases. (j) ▇▇▇▇▇ shall have delivered to Star a letter dated as of the Closing Date, in form and substance reasonably satisfactory to Star, certifying that the conditions specified in this Agreement Section 11.1 have been satisfied (other than any conditions waived in writing by Star). (k) ▇▇▇▇▇ shall be assigned as a whole or have obtained non-disturbance agreements in undivided partform and substance satisfactory to Star, (ii) from all mortgagees of the Company’s interest Theatre Properties included in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Contributed Assets.

Conditions. 6.2.1 Notwithstanding anything herein contained, the obligation of the Vendor to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Time of Closing, and the Purchaser covenants to use its commercially reasonable efforts to ensure that such conditions, to the extent under the control of the Purchaser, are fulfilled: (a) The Company’s interest consideration payable pursuant to Sections 2.1(a), 2.1(b) and 2.1(c) to Vendor for the acquisition of the Purchased Shares shall be delivered by the Purchaser. (b) All representations and warranties of the Purchaser as contained in this Agreement may shall be assigned true and correct in all material respects to the extent not qualified by materiality or Purchaser Material Adverse Effect and in all respects to the extent qualified by materiality or Purchaser Material Adverse Effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a whole or in partspecified date, and its interest in the Facilities may accuracy of which shall be leased, sold, transferred or otherwise disposed determined as of that specified date). (c) All covenants to be performed by the Company Purchaser by the Closing Date as contained in this Agreement shall have been performed and the Purchaser shall have complied in all material respects with its covenants in this Agreement. (d) All Consents and Regulatory Approvals required to be obtained by the Purchaser in connection with this Agreement and the Investor Rights Agreement and the transactions contemplated hereunder and thereunder shall have been obtained on terms and conditions satisfactory to Vendor, acting reasonably. (e) There shall not exist any prohibition under Law, including a whole cease trade order, injunction or other prohibition or order at law or under applicable legislation, against Purchaser which shall prevent the consummation of the transactions contemplated hereby or prevent the trading of the common shares of the Purchaser. (f) Since the date of this Agreement, there shall not have been any Purchaser Material Adverse Effect. (g) The Purchaser executing and delivering in part favour of Vendor the Investor Rights Agreement. (whether an interest h) The Purchaser shall deliver to the Vendor all in form and substance acceptable to Vendor, acting reasonably: (i) a specific element or unit or an undivided interestcertificate of incumbency with respect to Purchaser; (ii) a copy of the resolution of its Board of Directors (certified by a duly appointed officer as true and correct), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve authorising the Company from its primary liability for signature of and the performance by Purchaser of its obligations under this Agreement, the Investor Rights Agreement, and each of the other documents (if any) to be executed by Purchaser pursuant to this Agreement or any of the foregoing agreements; and (iii) a certificate by Purchaser confirming that (i) all representations and warranties made pursuant to Section 5.01 hereof 3.2 of this Agreement are true and correct in all material respects to the extent not qualified by materiality or Purchaser Material Adverse Effect and in all respects to the extent qualified by materiality or Purchaser Material Adverse Effect as of the Closing Date as if made on and as of such date (b) except for representations and warranties made as of a specified date, the accuracy of which shall be made unless determined as of that specified date) and (ii) all covenants to be performed by the assigneePurchaser by the Closing Date as contained in this Agreement have been performed and the Purchaser has complied in all material respects with its covenants in this Agreement. (i) The Purchaser shall have delivered to Vendor all documentation required under the policies of the CSE relating to the issuance of Talisker Securities to Vendor pursuant to Section 2.1. (j) The Samsung Security Interest shall have been discharged. 6.2.2 Notwithstanding anything herein contained, lesseethe obligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Time of Closing, purchaser or other transfereeand Vendor and Bralorne, as the case may be, prior covenant to or simultaneously with use their commercially reasonable efforts to ensure that such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, conditions are fulfilled: (a) if (i) the Company’s interest All representations and warranties of Vendor in this Agreement shall be assigned true and correct in all material respects to the extent not qualified by materiality or material adverse effect and in all respects to the extent qualified by materiality or material adverse effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a whole specified date, the accuracy of which shall be determined as of that specified date). (b) All covenants to be performed by the Vendor or Bralorne by the Closing Date as contained in undivided partthis Agreement shall have been performed in all material respects and the Vendor or Bralorne, as the case may be, shall have complied in all material respects with its covenants in this Agreement. (c) All Consents and Regulatory Approvals required to be obtained by Bralorne or Vendor in connection with this Agreement and the transactions contemplated hereunder shall have been obtained on terms and conditions satisfactory to Purchaser, acting reasonably. (d) Vendor shall have caused Bralorne to file a notice of alteration in the form attached hereto as Schedule 6.2.2(d) to create the Class A Shares and Vendor shall have subscribed for that number of the Class A Shares for nominal consideration to provide Vendor with 50.1% of the outstanding votes required to elect Bralorne's directors immediately after the Closing. (e) Bralorne’s directors shall have tendered their resignations. (f) Vendor and Purchaser shall have entered into a shareholders agreement that is not a "unanimous shareholders agreement" pursuant to the Business Corporations Act (British Columbia), that will: (i) specify the size of Bralorne's board of directors and provide that Purchaser, as the holder of all of the outstanding common shares of Bralorne, will be entitled to nominate all of the directors of Bralorne; and (ii) provide that any matters requiring shareholder approval while Vendor holds Class A Shares must be approved by a special resolution of all shareholders, which shareholders agreement shall be in the form attached hereto as Schedule 6.2.2(f). (g) Vendor shall deliver, or cause Bralorne to deliver, as the case may be, to the Purchaser, among other documents, all in form and substance acceptable to the Purchaser: (i) the Books and Records of Bralorne within its possession or control; (ii) the Companyshare certificates (duly endorsed for transfer to the Purchaser or, as the Purchaser may direct, the Purchaser’s interest in nominee) representing the Facilities Purchased Shares and shall be leased as a whole or in undivided part and cause Bralorne to register the term of such leasehold or the term of any extension or extensions thereof at the option transfer of the Company shall extend beyond the maturity date of the Bonds or shares; (iii) a certificate of incumbency with respect to the Company’s interest Vendor; (iv) evidence satisfactory to Purchaser of the discharge of the Samsung Security Interest; (v) evidence satisfactory to Purchaser that Bralorne has sufficient cash on hand on the Closing Date to at a minimum satisfy the FT Expenses; (vi) evidence satisfactory to the Purchaser that the requirements of Section 4.1(o) have been satisfied in its sole discretion; (vii) evidence satisfactory to the Purchaser that the requirements of Section 4.1(p) have been satisfied in its sole discretion; (viii) a certificate of good standing or equivalent with respect to Bralorne; (ix) a mutual release between the directors and officers, on the one hand, and Bralorne, on the other hand, with effect from the Time of Closing, of those claims by and against Bralorne, as applicable, in the Facilities shall be soldform satisfactory to Purchaser; (x) a mutual release between Vendor and Bralorne with effect from the Time of Closing of those claims by and against Bralorne, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event form satisfactory to Purchaser; (xi) a certificate executed by a senior officer of Vendor confirming that the assignee, lessee, purchaser or other transferee shall assume the obligations (A) all representations and warranties of the Company under Section 5.01 hereof for the remaining term of Vendor in this Agreement, Agreement are true and correct in all material respects to the extent of such assignment, lease, sale, transfer not qualified by materiality or other disposition, the Company shall be released from material adverse effect and discharged of in all liability in respect of such obligations respects to the extent so assumed qualified by materiality or material adverse effect as of the Closing Date as if made on and as of such date (but only to such extentexcept for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); provided, however, that (B) all covenants to be performed by the release Vendor or Bralorne by the Closing Date as contained in this Agreement have been performed in all material respects and discharge each of the Company pursuant to clause Vendor and Bralorne, as the case may be, has complied in all material respects with its covenants in this Agreement; and (bC) shall be conditioned upon as of the delivery by Closing Time, Bralorne has no outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise, matured or unmatured, including under any guarantee of any debt) other than Reclamation and Rehabilitation Costs and the Company royalties set out in Schedule 1.1(uu) of the Disclosure Letter; (xii) an opinion of Vendor’s legal counsel addressed to the Authority Purchaser as to certain legal matters relating to Vendor and Bralorne, including corporate existence, authorization and enforceability relating to the transactions contemplated hereby, the authorized and issued share capital of Bralorne and the Trustee shareholders of a certificate Bralorne as at the Time of an Independent Expert (as hereinafter defined) describing Closing and the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed transfer of by the Company Purchased Shares to the same Person Purchaser, free and clear of any and all Encumbrances, in form and substance satisfactory to the same or a related transactionPurchaser and its counsel, stating acting reasonably, and which is consistent in all material respects with the draft of such opinion that such rights, interests, assets and/or properties so described constitute facilities has been provided to the Purchaser and its counsel prior to the execution this Agreement; and (xiii) the Pro Forma Balance Sheet. (h) Vendor executing and delivering in favour of Purchaser the Investor Rights Agreement. (i) Vendor and Bralorne shall have completed the reorganization set out in Schedule 6.2.2(i) of the Disclosure Letter. 6.2.3 The conditions precedent set out in Section 6.2.1 (except for the generationRegulatory Approvals required to be obtained in Sections 6.2.1(c) and 6.2.1(d), transmission and/or distribution which are provided for the mutual benefit of electric energy the Purchaser and stating thatVendor) are inserted for the sole benefit of Vendor and the conditions precedent set out in Section 6.2.2 (except for the Regulatory Approvals required to be obtained in Sections 6.2.2(b) and 6.2.2(c), in which are provided for the opinion mutual benefit of the Purchaser and Vendor) are inserted for the sole benefit of the Purchaser. Either of the Purchaser or the Vendor may refuse to proceed with the closing of the purchase and sale of the Purchased Shares if the conditions precedent inserted for its benefit are not fulfilled to its reasonable satisfaction prior to the Closing Date and it shall incur no liability to any other party by reason of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company refusal. 6.2.4 The foregoing conditions precedent may again assume such obligations under Section 5.01 hereof, be waived in whole or in part, at any time and from time to time, and, to part by the extent party for whose benefit they are inserted in that party’s absolute discretion. No such waiver shall be of any such assumption effect unless it is in writing signed by the Company (but only to such extent), Party granting the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:waiver.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part Employer agrees: (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (ai) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form With respect to the Trustee and the Authority, all other obligations investment option of the Company hereunder Plan that is funded under the Guaranteed Interest Option and to the extent that the Plan provides for allocations to, and transfers to and from such option are to be made solely at the discretion of the interest assignedindividuals covered by the Plan, leasedsuch allocations and transfers are to be made in accordance with instructions by the Employer or Participant covered by the Plan. We are to be given at least 60 days advance written notice by the Employer of any noncompliance with this condition. (ii) The Employer is to provide us with any amendment to the Plan or its investment policy, soldany communication to the Participants covered by the Plan concerning the Guaranteed Interest Option or the investment option of the Plan to which it relates, transferred or otherwise disposed ofany change in the manner in which the Plan is administered. Any such document is to be provided to us at least 60 days before its effective date. We may also request, and the Company shall be released Employer will thereupon provide, any other information that we reasonably determine would bear upon the flow of funds to and discharged from such obligations to the extent so assumedGuaranteed Interest Option. Notwithstanding If the foregoing, (a) if conditions stated in (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, and (ii) above are not complied with or, if the Company’s interest Employer fails to remit Contributions in accordance with Part III on "Contributions, Allocations and Discontinuance" or if we determine and so notify the Employer by written notice that an amendment to the Plan, its investment policy, or any change in the Facilities shall be leased as a whole or manner in undivided part which the Plan is administered would materially and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion flow of interest on funds to or from the Bonds Guaranteed Interest Option, then we will have the right to: 1. decline further requests for transfers to or from gross income for federal tax purposesthe Guaranteed Interest Option; and/or 2. After any leasedeem that a discontinuance of Contributions has occurred under the section, sale, transfer or other disposition "Discontinuance of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Contributions".

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), Backstop Parties’ obligations to purchase any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form securities pursuant to the Trustee and Basic Commitment and/or the Authority, all other obligations of the Company hereunder Backstop Commitment are subject to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if following conditions: (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, execution and delivery of mutually satisfactory definitive documentation among BFE Corp. and the Backstop Parties which incorporates the terms set forth herein (the “Definitive Agreements”); (ii) the Company’s interest satisfaction or waiver by the Backstop Parties of the conditions to the Backstop Parties’ obligations to consummate the transactions contemplated by the Definitive Agreements as may be agreed upon in the Facilities Definitive Documents; (iii) BFE Corp. shall be leased in compliance with its obligations under the Loan Agreement and all other transaction documents relating to the Bridge Loan in all material respects; (iv) there has not occurred any material adverse change, or any development involving a prospective material adverse change, since the date hereof in the condition, financial or otherwise, or in the earnings, business, operations or properties of BFE Corp. and its subsidiaries, taken as a whole or in undivided part and (a “Material Adverse Change”); (v) there not having occurred after the term of such leasehold or date hereof at any time prior to the term of any extension or extensions thereof at the option funding of the Company shall extend beyond Basic Commitment and/or the maturity date of the Bonds Backstop Commitment any material disruption or (iii) the Company’s interest material adverse change in the Facilities shall be soldfinancial, transferred banking or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating capital markets that, in the opinion commercially reasonable judgment of such Independent Expertthe Backstop Parties, would have a material adverse impact on the Fair Value success of the Rights Offering; (vi) all required approvals and consents shall have been obtained; (vii) all representations and warranties made by BFE Corp. in this Letter Agreement being true and correct in all material respects; (viii) BFE Corp. shall be in compliance with all covenants and other provisions of this Letter Agreement in all material respects; (ix) the Cargill Acknowledgement Letter (as hereinafter defineddefined below) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of being in full force and effect; (x) the aggregate principal amount each of the Bonds then Outstanding Executive Management Waiver Agreements (as defined in the Loan Agreement) being in full force and effect; (xi) no actions, suits or proceedings shall be pending or threatened that challenge any Definitive Agreement, this Letter Agreement, the Loan Agreement, the Cargill Acknowledgement Letter or any related agreement; (xii) the Backstop Parties having been reasonably satisfied with the Certificate of Designations setting forth the rights and preferences of the Series A Convertible Preferred Stock that reflects the terms set forth on Exhibit A hereto and other customary terms and provisions as determined by Greenlight in its reasonable discretion; (xiii) the receipt by the Backstop Parties of a legal opinion from Cravath, Swaine & ▇▇▇▇▇ LLP with respect to customary matters in a form satisfactory to Greenlight in its reasonable discretion; (xiv) BFE Corp. shall not have entered into any letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any competing plan, proposal, offer or transaction with a third party other than Greenlight materially inconsistent with this Letter Agreement; and (yxv) the outstanding principal amount Board of all other obligations Directors of BFE Corp. shall have adopted Section 16b-3 Resolutions related to the Company representing indebtedness for borrowed money or for issuance to the deferred purchase price Backstop Parties of property which are being assumed by such Person; providedSeries A Convertible Preferred Stock, further, that after any such assumption, release Common Stock and discharge as aforesaidwarrants, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent form of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee which shall be released from and discharged of all liability satisfactory to Greenlight in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:sole discretion.

Conditions. The Company’s interest in this Agreement may 3.1 Completion of the Subscription shall be assigned as a whole or in part, conditional upon the following conditions having been satisfied: (a) the passing of an ordinary resolution by the independent shareholders of the Company at the general meeting of the Company for approving the Specific Mandate and its interest in the Facilities may be leased, sold, transferred or otherwise disposed allotment and issue of the New Shares by the Company as a whole or in part accordance with the Applicable Law (whether an interest in a specific element or unit or an undivided interestincluding the GEM Listing Rules), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or ; (b) shall be made unless the assigneeListing Committee of the Hong Kong Stock Exchange granting approval for the listing of, lesseeand permission to deal in, purchaser or other transferee, as the case may be, prior to or simultaneously with New Shares on the Hong Kong Stock Exchange and such assignment, lease, sale, transfer or other disposition, assumes, by delivery approval and permission remaining in full force and effect; (c) the passing of an instrument in writing satisfactory in form to ordinary resolution by the Trustee and the Authority, all other obligations shareholders of the Company hereunder to at the extent general meeting of the interest assignedCompany for approving the increase of authorised share capital of the Company to HK$65,000,000 divided into 650,000,000 shares of HK$0.1 each; (d) all necessary governmental approvals, leasedconsents, soldfilings and reports for the completion of the Subscription having been obtained or duly filed (as applicable) by the Company; (e) all necessary governmental, transferred shareholders’ and the third parties’ approvals, consents, filings and reports for the completion of the Subscription having been obtained or otherwise disposed ofduly filed (as applicable) by the Subscriber; and (f) the transactions contemplated by the Acquisition Agreement having become unconditional in accordance with its terms (other than any condition relating to this Agreement having become unconditional). 3.2 The Company shall use all reasonable efforts to achieve satisfaction of the Conditions (a), (b), (c), (d) and (f) as soon as possible before the Long Stop Date, and the Company Subscriber shall be released use all reasonable efforts to achieve satisfaction of the Condition (e) as soon as possible before the Long Stop Date. 3.3 The conditions specified in clause 3.1 above are not capable of being waived by any of the parties hereto. 3.4 In the event that Completion does not take place by the Long Stop Date, the parties shall then consult each other and discharged from such obligations to discuss a later date for the extent so assumed. Notwithstanding satisfaction of the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part Conditions and the term of such leasehold or Completion as the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest parties may agree in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in writing. In the event that the assigneeparties cannot agree to a later date, lessee, purchaser or either party shall be entitled to terminate this Agreement by written notice to the other transferee shall assume the party and this Agreement and all rights and obligations of the Company parties hereunder shall cease and terminate save for accrued rights and obligations of the parties under Section 5.01 hereof for the remaining term of this Agreement. 3.5 Each of the Parties shall, at the request of the relevant governmental authorities referred to in clause 3.1 (the extent Approval Authorities), furnish such information, supply such documents and do all such acts and things as may reasonably be required by such Approval Authorities in connection with the fulfillment of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability Conditions in respect of such obligations party, and each party shall be responsible for its own fees in relation thereto. At the request of a party, the other party shall update such party of the progress of the application for the approvals or consents from the Approval Authorities in relation to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (Subscription as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (soon as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:possible.

Conditions. The Company’s interest Notwithstanding anything in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by Plan to the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition contrary: (a) shall relieve the Company from its primary liability may, if it shall determine it necessary or desirable for its obligations under Section 5.01 hereof any reason, at the time of award of any Option or the issuance of any shares of Common Stock pursuant to any Option, require the recipient of the Option, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Option or the shares of Common Stock issued pursuant thereto for its, his or her own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Option or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Option, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Option shall not be made unless the assignee, lessee, purchaser awarded or other transfereesuch shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any time conditions not acceptable to the Company. Notwithstanding any other provision of the Plan, this Agreement or any other agreements entered into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Agreement or the Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to any Options granted under this Agreement or the Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act, and any applicable state or foreign securities laws or an exemption from time such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Administrator, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to time, and, comply with such securities law or other restrictions. The Administrator may restrict the rights of Participants to the extent necessary to comply with Section 16(b) of the Exchange Act, the Code or any such assumption by other applicable law or regulation. The grant of an Option pursuant to this Agreement or the Plan shall not limit in any way the right or power of the Company (but only to such extent)make adjustments, the aforesaid assigneereclassifications, lesseereorganizations or changes of its capital or business structure or to merge, purchaser exchange or other transferee shall be released from and discharged of consolidate or to dissolve, liquidate, sell or transfer all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements its business or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:assets.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder Vendors to sell the Purchased Shares shall be subject to the extent satisfaction, on or before the Closing Date, of each of the interest assigned, leased, sold, transferred or otherwise disposed of, and following conditions precedent (each of which is for the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option exclusive benefit of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall Vendors and may be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery waived by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereofVendors, in whole or in partpart at their option, at and any time one or more of which, if not satisfied or waived, will relieve the Vendors of any obligation under this Agreement): (a) each of the acts, undertakings, obligations, agreements and from time covenants of the Purchaser under this Agreement or under any Closing Document to timebe performed or complied with on or before the Closing Date shall have been duly performed or complied with in all material respects, andand the Vendors shall have received a certificate of the Purchaser addressed to the Vendors and dated as of the Closing Date, confirming same. The acceptance by the Vendors, in their sole discretion, of a certificate which does not correspond in all respects to the terms of the preceding sentence shall be deemed to constitute a variation or amendment, to the extent therein described, of the provisions of this Agreement or any Closing Document; and (b) each of the representations and warranties made in favour of the Vendors pursuant to this Agreement shall be true, complete and correct in all material respects (except that those representations and warranties which are qualified as to material, materiality, Material Adverse Change or similar expressions, or are subject to the same or similar type exceptions, shall be true, complete and correct in all respects) on the Closing Date as if made on and as of such assumption date, and the Vendors shall have received a certificate of the Purchaser addressed to the Vendors and dated as of the Closing Date, confirming same. The acceptance by the Company (but only to such extent)Vendors, the aforesaid assigneein their sole discretion, lessee, purchaser or other transferee shall be released from and discharged of a certificate which does not correspond in all liability in respect of such obligations. Anything herein respects to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act terms of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer preceding sentence shall be deemed to be part a waiver of the Facilities for the purposes of any representation or warranty contained in this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:extent therein described.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other following obligations of the Company hereunder shall be satisfied or fulfilled on or prior to the extent date of each Closing, unless otherwise agreed to in writing by the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, Placement Agent: (a) if The Company shall have delivered to the Placement Agent, at the Initial Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company and each Subsidiary is incorporated and each other jurisdiction in which the Company and any of the Subsidiaries is qualified to do business as a foreign corporation; (ii) the certificate of incorporation of the Company and each Subsidiary, as currently in effect, certified by the Secretary of State of the state where the Company and each Subsidiary is incorporated; (iii) a certified copy of the filed Certificate of Designation setting forth the designation, preference rights, qualifications, limitations or restrictions of the Preferred Stock; (iv) by-laws of the Company certified by the secretary of the Company’s interest in ; and (v) certified resolutions of the Board of Directors of the Company approving this Agreement, the execution of the Preferred Stock and the Placement Agent Warrants, the registration of the Registerable Securities and the other transactions contemplated by the Preferred Stock. (b) There shall have occurred no material adverse event affecting the Company or the Subsidiaries or any of their respective businesses, assets, prospects or the Company's securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company or any of the Subsidiaries which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect or have a material adverse effect on the Company's securities. (d) The Company shall be assigned have delivered to the Placement Agent a certificate of its principal executive and financial officers as to the matters set forth in Paragraphs 8(a), (b) and (c) of this Agreement and to the further effect that (i) neither the Company nor any Subsidiary is in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or other instrument to which it is a whole party, except as disclosed in the Financial Statements or in undivided part, the Memorandum and except where such default has not and will not have a Material Adverse Effect; (ii) the Company’s interest 's representations and warranties contained in this Agreement are true and correct in all respects on such date with the Facilities shall be leased same force and effect as if made on such date; (iii) there has been no amendment or changes to the Company's or Subsidiaries' certificates of incorporation or by-laws or authorizing resolutions from those delivered pursuant to Paragraph 8(a) of this Agreement; and (iv) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a whole breach or in undivided part and default thereof by the term of such leasehold Company or the term any Subsidiary or would cause acceleration of any extension or extensions thereof at the option obligation of the Company shall extend beyond or any Subsidiary, or could adversely affect the maturity date business, operations, financial condition or prospects of the Bonds Company. (e) The Placement Agent shall have received the opinion of Friedlob ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Tourillott, LLC, counsel for the Company, dated as of the closing date in form and substance reasonably satisfactory to the Placement Agent and its counsel. (f) The Company shall have prepared and filed or delivered to counsel for filing with the SEC and any states in which such filing is required, a Form D relating to the sale of the Preferred Stock and such other documents and certificates as are required. (g) Subscriptions for at least the Minimum Amount of Preferred Stock shall have been accepted by the Company. (h) In addition to the right of the Placement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (i) the Company and/or Subsidiaries shall have sustained a loss that is material to the Company or its Subsidiaries, taken as a whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company's Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Company’s interest 's Common Stock (not in force and effect on the Facilities date of this Agreement; (iv) a banking moratorium shall be sold, transferred have been declared by Federal or otherwise disposed New York State authorities; (v) an outbreak of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser major international hostilities or other transferee national or international calamity shall assume have occurred; (vi) the obligations Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a material adverse effect on the business, financial condition or financial statements of the Company under Section 5.01 hereof or the market for the remaining term Preferred Stock; (vii) the Common Stock shall have been delisted from NASDAQ or the Company shall have received notice from NASDAQ advising the Company of its intention to have the Common Stock delisted from NASDAQ, whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on NASDAQ; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. 5.1 The Company’s interest obligations of the Sellers and the Purchaser to complete the sale and purchase of the Shares are in this Agreement may be assigned as a whole all respects conditional on the satisfaction (or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transfereewaiver, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations ) of the Company hereunder to following matters (the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, “Conditions”): (a) if (i) with regard to each of the Company’s interest Project Licences, the approval of the Botswanan Minister of Minerals and Energy to the change in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest control in the Facilities shall be leased as a whole or in undivided part Group brought about by the sale and the term of such leasehold or the term of any extension or extensions thereof at the option purchase of the Company shall extend beyond Shares having been obtained, evidenced in writing and not withdrawn, such approval being either unconditional or on conditions that do not have a material adverse effect (the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and “Botswana CoC Condition”); (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations approval of the Company under Section 5.01 hereof for Transaction by the remaining term of this AgreementCompetition and Consumer Authority having been obtained, to evidenced in writing and not withdrawn, such approval being either unconditional or on conditions that do not have a material adverse effect; (c) the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge approval of the Company pursuant to clause Transaction by SAMR, ▇▇ving been obtained, evidenced in writing and not withdrawn; (bd) shall be conditioned upon the delivery requisite majority of relevant shareholders of the Purchaser Guarantor as required under the rules entitled the “Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) as published by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and Stock Exchange from time to time, shall have approved as a “Major Transaction” (as defined in the Listing Rules) by written shareholders' approval under Rule 14.44 of the Listing Rules, the entry by the Purchaser into this Agreement and the transactions contemplated by this Agreement (the “Shareholder Approval Condition”); (e) completion by the Purchaser of an NDRC Filing; and (f) there shall be no Order in effect that prohibits the Sellers and Purchaser completing the sale and purchase of the Shares. For the avoidance of doubt, the Condition in Clause 5.1(d) shall not be waived by any of the Parties for any reason whatsoever. 5.2 The Sellers shall use their best endeavours to procure the fulfilment of the Botswana CoC Condition as soon as possible, and in any event before the Long Stop Date including making all appropriate filings within ten (10) Business Days of this Agreement. 5.3 The Purchaser shall: (a) subject to Clause 5.6, use its best endeavours to procure the fulfilment of the Botswana CoC Condition and Antitrust Conditions as soon as possible, and in any event before the Long Stop Date, including making all appropriate filings within ten (10) Business Days of this Agreement (provided that all necessary information and documents are provided by the Sellers upon request with no unreasonable delay); (b) use its best endeavours to procure the fulfilment of the Shareholder Approval Condition as soon as possible, and in any event before the Long Stop Date; and (c) submit the NDRC Filing to the NDRC as soon as practicable following the date of this Agreement and in any event within ten (10) Business Days of this Agreement. 5.4 Without limiting the generality of Clause 5.3 and Clause 15.4, the Purchaser Guarantor and Purchaser agree to provide or procure the provision of any guarantee in favour of the Government of Botswana in respect of the Group’s obligations under the Project Licences as may be requested by the Minister of Mineral Resources, Green Technology and Energy Security in connection with the satisfaction of the Botswana CoC Condition. 5.5 In respect of the Antitrust Conditions, the Purchaser shall: (a) prepare and submit any notifications, filings or submissions (or drafts thereof as appropriate in certain jurisdictions) to the applicable Regulatory Authority within ten (10) Business Days from the later of the date of this Agreement or, in the case of a Regulatory Authority not identified in this Agreement, the date of that Regulatory Authority issues a request or enquiry relating to the transactions contemplated by the Transaction Documents, with all information required in connection therewith, provided that all necessary information and documents are provided by the Sellers upon request with no unreasonable delay; (b) allow the Lead Seller the opportunity to participate in any important/substantial call or meeting with the Regulatory Authority, and within two (2) Business Days inform the Lead Seller of the content of any meeting, material conversation and any other communication which takes place between the Purchaser (or its Agents) and the Regulatory Authority in which the Lead Seller did not participate and provide copies or, in the case of non-written communications, a written summary, to the Lead Seller; (c) procure that the Lead Seller is given a reasonable opportunity to review and comment on drafts of all notifications, filings and submissions before they are submitted to the Regulatory Authority and provide the Lead Seller with final copies of all such notifications, filings and submissions (it being acknowledged that certain such drafts and/or documents may be shared on a confidential basis only with outside counsel) and take account of any reasonable comments that the Lead Seller may have; (d) use its best endeavours to avoid any declaration of incompleteness by the Regulatory Authority or any other suspension of the periods for clearance; (e) not, without the prior written consent of the Lead Seller, withdraw any notification, filing or submission made to the Regulatory Authority; and (f) bear all filing fees (and necessary translation costs) associated with the notification and filings made in order to satisfy the Antitrust Conditions, with each Party bearing its own legal fees. 5.6 In respect of the Conditions in Clause 5.1(a) and 5.1(b), nothing in this Agreement shall require the Purchaser to offer to the relevant Regulatory Authorities or to accept or agree any undertakings, commitments, conditions, modifications or remedies, whether involving divestments or disposals or constraints on prices or other behaviour or otherwise in order to obtain the satisfaction such Conditions (each, a “Regulatory Undertaking”), in each case to the extent that such a Regulatory Undertaking would have a material adverse effect. 5.7 The Sellers and the Purchaser agree that the Purchaser shall be primarily responsible for responding to all requests and enquiries from the Regulatory Authority and such requests and enquiries shall be dealt with, in each case, by the Lead Seller and the Purchaser in consultation with each other and the Lead Seller and the Purchaser shall co-operate with each other and the Regulatory Authority, to the extent of any such assumption necessary and on a confidential basis, and provide all necessary information and assistance reasonably required by the Company other or by the Regulatory Authority as soon as reasonably practicable upon being requested to do so, provided that any information provided in relation to a Seller (but rather than the Group) shall be provided only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Regulatory Authority and the Trustee an opinion of Bond Counsel Purchaser’s Lawyers on a strictly confidential basis and shall not be provided to the effect Purchaser. 5.8 Nothing in Clause 5.5 and 5.7 shall require a Party to share information, documents or communications with the other if prohibited by a Regulatory Authority from doing so. 5.9 Nothing in Clause 5.5 and 5.7 shall require a Party to disclose to or receive from the other any competitively sensitive information or business secrets. In order to comply with their obligations in Clause 5.5 and 5.7, the Parties will make arrangements for the provision of copies of relevant information, documents and communications to the other Party's external advisors on an external advisor only basis together with redacted versions excluding any such competitively sensitive information or business secrets to the other Party. 5.10 Without prejudice to Clauses 5.2 and 5.3, each of the Purchaser (on the one hand) and the Sellers (on the other hand) will promptly: (a) co-operate with the other with a view to achieving satisfaction of the Botswana CoC Condition; (b) provide the other with any necessary information, assistance and documents reasonably required for the purposes of making any submissions and notifications or filings necessary for the purposes of satisfying the Botswana CoC Condition; and (c) provide any Relevant Authority with any necessary information or documents required by such Relevant Authority for the purposes of satisfying the Botswana CoC Condition. 5.11 Each Seller undertakes to notify the Purchaser (and any other Seller which is not otherwise aware) in writing, and the Purchaser undertakes to notify the Sellers in writing, of anything which will or may prevent any of the Conditions from being satisfied on or before the Long Stop Date or Extended Long Stop Date (if applicable) promptly after it comes to their attention. 5.12 The Purchaser undertakes to notify the Lead Seller as soon as possible on becoming aware that any of the Conditions has been satisfied. 5.13 Each of the Sellers and the Purchaser shall bear and pay its own costs and expenses (including all legal expenses) incurred by it in connection with or incidental to the satisfaction of the Conditions, save that the proposed assignmentPurchaser shall be responsible for any fees, lease charges or sale will not impair other costs payable in connection with the validity under submissions, notifications or filings referred to in Clause 5.5(a). 5.14 Except with the Act written consent of the Bonds Lead Seller, the Purchaser shall not, and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit shall procure that each member of the FacilitiesPurchaser’s Group shall not, directly or indirectly, either alone or in partnership or jointly or in conjunction with any interest thereinperson, as principal, agent, shareholder or in any other manner whatsoever, contact any Government Entities (including any Government Official thereof) in connection with the Company Transaction other than any Regulatory Authority. 5.15 The Lead Seller may, at its optionsole discretion, cause by written notice to the Purchaser, extend the Long Stop Date by up to three (3) months from the Long Stop Date, and the new Long Stop Date resulting from such element or unit, or interest therein, to no longer extension shall be deemed to be part the “Extended Long Stop Date”. 5.16 If any of the Facilities for Conditions are not fulfilled or waived on or before the purposes of Long Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller may, at its sole discretion, be entitled to treat this Agreement by delivering as terminated subject to, and on the basis set out in, Clause 16.2. 5.17 If, at any time on or prior to the Authority Long Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller becomes aware that any Condition cannot be satisfied or fulfilled and it has given notice thereof as contemplated by Clause 5.11, it may thereafter, in its sole discretion, be entitled to treat this Agreement as terminated subject to, and on the basis set out in, Clause 16.2. 5.18 Where the Agreement is terminated by the Lead Seller pursuant to Clause 5.16 or Clause 5.17 solely as a result of any one or more of the Conditions in Clauses 5.1(c), 5.1(d) or 5.1(e) not being satisfied, the Purchaser shall pay the Pro Rata Portion of the Break Fee to each Seller. The Purchaser shall make such payment within thirty (30) Business Days after the later of the date of termination and the Trustee date the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part Purchaser receives notice of US dollar-denominated bank account details from all Sellers. 5.19 Payment of the Facilities Break Fee in accordance with Clause 5.18 shall be the Sellers’ sole and exclusive remedy for such termination. 5.20 If, at any time on or prior to the purposes of Long Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller or the Purchaser concludes that there is an Order in effect as contemplated by Clause 5.1(f), such Party may provide written notice to the other Party at any time thereafter, at its sole discretion, terminating this Agreement. For purposes of this Section 7.01:Agreement subject to, and on the basis set out in, Clause 16.2.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve The respective obligations of the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless parties to consummate the assignee, lessee, purchaser or other transferee, as Subject Share Purchase are subject to the case may befulfillment, prior to or simultaneously concurrently with such assignmentthe Closing (as hereinafter defined), lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations each of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if following conditions: (i) Any waiting period applicable to the Company’s interest Subject Share Purchase under the HSR Act shall have expired or been terminated; and (ii) No statute, rule, regulation, order, writ, injunction, judgment or decree shall have been enacted, promulgated, entered or enforced by any federal or state court or other Governmental Authority which has the effect of making illegal, impeding or otherwise restraining or prohibiting the Subject Share Purchase. (b) The obligations of CREC to purchase and pay for the Aggregate Subject Shares are subject to the fulfillment, prior to or concurrently with the Closing, of each of the conditions set forth in Section 7.2(a) and (b) of the Merger Agreement and to each of the following additional conditions (any one or more of which may be waived, in whole in part, by CREC): (i) Each of the representations and warranties of the Shareholder Parties contained in this Agreement shall be assigned true and correct in all material respects as a whole or in undivided part, of the Closing Date as if made on such date; and (ii) The Shareholder Parties shall have performed and complied in all material respects with all provisions, covenants and conditions contained in this Agreement required to be performed or complied with by them prior to or on the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or Closing Date. (iiic) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the The obligations of the Company under Section 5.01 hereof for Shareholder Parties to sell and deliver the remaining term of this Agreement, Subject Shares are subject to the extent fulfillment, prior to or concurrently with the Closing, of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge each of the Company pursuant to clause following conditions (b) shall any one or more of which may be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereofwaived, in whole or in part, at any time and from time to timeby the Shareholder Parties, and, but only if all Shareholder Parties waive the condition with respect to the extent Aggregate Subject Shares). (i) Each of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee representations and warranties of CREC contained in this Agreement shall be released from true and discharged correct in all material respects as of all liability in respect of the Closing Date as if made on such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it date; and (ii) CREC shall have furnished performed and complied in all material respects with all provisions, covenants and conditions contained in this Agreement required to the Authority and the Trustee an opinion of Bond Counsel be performed or complied with by it prior to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Closing Date.

Conditions. Section 7.1 Conditions to Each Party's Obligation to Effect the Merger. ---------------------------------------------------------- The Company’s interest in this Agreement respective obligation of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any and all of which may be assigned as a whole or waived in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element by the Company, the Parent or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transfereeMerger Sub, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, permitted by applicable law: (a) if (i) This Agreement shall have been adopted by the Company’s interest requisite vote of the holders of the shares of Company Common Stock in order to consummate the Merger and this Agreement shall be assigned as a whole or in undivided part, (ii) have been approved by the Company’s interest in requisite vote under the Facilities shall be leased as a whole or in undivided part rules and the term of such leasehold or the term of any extension or extensions thereof at the option regulations of the Company shall extend beyond NNM by the maturity date stockholders of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and Parent. (b) in No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the event that the assignee, lessee, purchaser or other transferee shall assume the obligations consummation of the Company under Section 5.01 hereof for the remaining term of this AgreementMerger, to the extent of such assignment, lease, sale, transfer or other disposition, the Company and there shall be released from and discharged no order or injunction of all liability a court of competent jurisdiction in respect effect precluding consummation of such obligations to the extent so assumed (but only to such extent)Merger; provided, however, that the release and discharge each of the Company pursuant parties to clause this Agreement shall have used commercially reasonable efforts to prevent the entry of such restraints and to appeal as promptly as possible any such restraints that may be entered. (bc) The applicable waiting periods under the HSR Act shall be conditioned upon have expired or been terminated. (d) The Registration Statement shall have become effective under the delivery Securities Act and no stop order or proceedings seeking a stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been threatened in writing by the Company SEC or shall have been initiated by the SEC. (e) All consents of any Governmental Entity or third party, the failure of which to obtain would reasonably be expected to have a Material Adverse Effect with respect to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assignedSurviving Corporation, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company shall have been obtained. Section 7.2 Conditions to the same Person in Parent's and Merger Sub's Obligations to ---------------------------------------------------------- Effect the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other Merger. The obligations of the Company representing indebtedness for borrowed money Parent and Merger Sub to consummate ----------------- the Merger shall be subject to the satisfaction on or for prior to the deferred purchase price Closing Date of property each of the following conditions, any and all of which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, be waived in whole or in part, at any time part by the Parent and from time to time, andMerger Sub, to the extent permitted by applicable law. (a) The representations and warranties of any such assumption by the Company set forth in this Agreement shall be true and correct (but only i) as of the date of this Agreement (except to the extent such extentrepresentations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date) and (ii) as of the Effective Time as though made on and as of the Effective Time (except (x) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failures to be true and correct (without regard to any materiality, Company Material Adverse Effect or knowledge qualifications contained therein), individually or in the aforesaid assigneeaggregate, lesseehave not had, purchaser or other transferee and are not reasonably be expected to have, a Company Material Adverse Effect). (b) The Company shall be released from have complied in all material respects with its obligations under this Agreement. (c) The Parent shall have received an officer's certificate duly executed by each of the Chief Executive Officer and discharged Chief Financial Officer of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignmentconditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied. (d) The Parent shall have received an opinion of Brobeck, lease or sale will not impair the validity under the Act Phleger & Harrison LLP, in form and substance reasonably sati▇▇▇▇▇▇▇y ▇▇ ▇▇▇ Par▇▇▇, ▇▇▇ed as of the Bonds and will not adversely affect date during which the exclusion of interest Effective Time occurs, substantially to the effect that, on the Bonds from gross basis of facts, representations and assumptions set forth in such opinion, for United States federal income for federal tax purposes. After any lease, sale, transfer or other disposition the Merger will constitute a "reorganization" within the meaning of any element or unit section 368(a) of the FacilitiesCode. In rendering such opinion, or any interest thereinBrobeck, Phleger & Harrison LLP shall receive and may rely upon repres▇▇▇▇▇▇▇ns contained ▇▇ ▇▇▇▇ificates of the Company, the Parent and Merger Sub. (e) The holders of less than five percent of the outstanding Shares at the Effective Time shall have validly delivered to the Company maya demand for appraisal rights with respect thereto, at its optionand shall not have voted in favor of the Merger or otherwise failed to perfect or effectively withdrawn or lost such rights under Section 262 of the DGCL. Section 7.3 Conditions to the Company's Obligations to Effect the Merger. ------------------------------------------------------------ The obligations of the Company to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, cause such element any and all of which may be waived in whole or unit, or interest thereinin part by the Company, to no longer the extent permitted by applicable law. (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be deemed to be part true and correct (i) as of the Facilities for the purposes date of this Agreement by delivering (except to the Authority extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date) and (ii) as of the Trustee Effective Time as though made on and as of the agreements or other documents required pursuant Effective Time (except (x) to Section 7.02 hereof together with an instrument signed the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed this Agreement and (z) where the failures to be part true and correct (without regard to any materiality, Parent Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably likely to have, a Parent Material Adverse Effect). (b) Each of the Facilities for the purposes of Parent and Merger Sub shall have complied in all material respects with its obligations under this Agreement. (c) The Company shall have received an officer's certificate duly executed by the Chief Financial Officer of the Parent to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied. (d) The Company shall have received an opinion of Hale and Dorr LLP, in form and substance reasonably satisfactory to th▇ ▇▇mpany, ▇▇ted as of the date during which the Effective Time occurs, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, for United States federal income tax purposes, the Merger will constitute a "reorganization" within the meaning of section 368(a) of the Code. For purposes In rendering such opinion, Hale and Dorr LLP shall receive and may rely upon representations cont▇▇▇▇d in ▇▇▇▇ificates of this Section 7.01:the Company, the Parent and Merger Sub. (e) The shares of Parent Common Stock issuable to the stockholders of the Company as contemplated by Article 3 shall have been approved for listing on the NNM, subject to official notice of issuance.

Conditions. (A) The Company’s interest in obligations of the Purchaser under this Agreement are conditional in all respects upon: (i) the Purchaser's registration statement (No. 333-95623) filed with the US Securities and Exchange Commission having been declared effective, the IPO Price having exceeded USD 10 per share, the receipt of the net proceeds of the IPO by the Purchaser and the listing of the shares of the Purchaser on the NASDAQ National Market; (ii) the Investor Parties having each complied fully with its obligations in Clause 9 and the Investor Parties having delivered to the Purchaser a certificate in form and substance satisfactory to the Purchaser, who shall act reasonably, and duly executed by the Investor Parties confirming that, if such be the case, the Investor Parties have each complied fully with its obligations in Clause 9; (iii) no order or judgement of any court or governmental, statutory or regulatory body having been issued or made prior to Completion, which has the effect of making unlawful or otherwise prohibiting the purchase of the Company by the Purchaser; (iv) the receipt of a letter in the Agreed Form from BOS indicating that it does not intend to exercise any rights that may be assigned triggered by the transactions contemplated by this Agreement pursuant to a term loan agreement and a working capital letter and documentation relating thereto each dated 27 May, 1999(the "BOS Facilities") notwithstanding Completion and confirming that the BOS Facilities will remain in full force and effect notwithstanding Completion, in all respects on their existing terms; (v) the Warranties being accurate and not misleading as at the date of this Agreement by reference to the fact and circumstances in existence at the date of this Agreement; (vi) the Warranties continuing to be accurate in all material respects and not misleading in any material way up to and including the Completion Date and the Warranties being materially accurate and not misleading in any material way when repeated immediately before Completion by reference to the facts and circumstances subsisting at that time and the Obligors (on behalf of themselves) and the Natwest Parties and BOS (on behalf of themselves solely in relation to the Warranties in paragraphs 1 and 2 of Schedule 3) having delivered a whole or certificate in partform and substance satisfactory to the Purchaser, who shall act reasonably, and its interest duly executed by the Obligors and the NatWest Parties and BOS confirming that, if such be the case, the applicable Warranties were accurate and not misleading as at the date of this Agreement and that they have continued to be and are materially accurate and not misleading in any material way; (vii) no change which in the Facilities may be leasedPurchaser's reasonable opinion affects adversely the business or assets or condition or the financial or trading position or prospects of any member of the Group in any material way having occurred before the time of Completion; (viii) the Investor Parties having delivered a certificate in a form and substance satisfactory to the Purchaser, soldwho shall act reasonably, transferred or otherwise disposed confirming that the Company and/or any other relevant member of the Group has served all notices and obtained all consents necessitated by the transactions contemplated by this Agreement in relation to the Assumed Liabilities; (ix) the receipt by the Purchaser of a certificate from the Investor Parties confirming that they have complied with all of their obligations under the Investment Agreement and have no claims against the Company as a (in respect of the Investor Parties other than the Managers)or the Managers under the Investment Agreement and, on payment of the Investor Loans Amount and the April Interest, no amounts will remain outstanding from any member of the Group to the Investor Parties; (x) the receipt by the Purchaser of confirmation from the Company that Mr P ▇▇▇▇▇▇▇ has paid up all amounts currently outstanding on his Shares and confirmation from ▇▇▇▇▇▇▇ Limited that it has released its equitable charge over the B Shares of ▇▇▇▇ ▇▇▇▇▇▇▇▇; (xi) the Purchaser having received all necessary approvals in respect of its existing financing facilities in relation to the transactions contemplated by this Agreement. (B) Each of the Investor Parties, BOS and the Purchaser shall (to the extent that it is within their ability to do so) use their respective reasonable endeavours to fulfil or procure the fulfilment of the conditions set out in sub-clause (A) above and will notify the other parties immediately upon the satisfaction of such conditions. (C) The Purchaser may waive in whole or in part (whether an interest in a specific element all or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder conditions set out in sub-clause (A). For the avoidance of doubt, the Investor Parties and BOS expressly acknowledge that the Purchaser has sole and absolute discretion to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if decide: (i) whether or not to consummate, postpone or abandon the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, IPO; and (ii) the Company’s interest IPO Price, and the Purchaser shall have no liability to any Investor Party or BOS arising from, relating to, or in connection with any such decision (save as stated in sub-clause 3(G)). (D) If the conditions set out in sub-clause (A) are not fulfilled (notwithstanding the required reasonable endeavours in sub-clause (B)) or waived by the Purchaser on or before the Termination Date, then the Purchaser shall be entitled to treat this Agreement as terminated by written notice to the Investor Parties and BOS. (E) If an event or series of events occurs or first becomes known to the Company after the date hereof but prior to Completion which is reasonably likely to result in the Facilities Adjusted Enterprise Value being less than GBP 47,800,000 then NWEP, on behalf of the Investor Parties and BOS, may give written notice to the Purchaser (such notice to be sent by fax and by same day courier) giving reasons for such belief and delivered to the Purchaser no later than three Business Days before Completion. Unless the Purchaser responds to such notice within two Business Days of receipt, indicating that it wishes to proceed to Completion, this Agreement shall terminate automatically three Business Days after service of such notice by NWEP. If the Purchaser elects to proceed to Completion in accordance with this sub-clause, the Adjustment Amount shall be leased as a whole or in undivided part capped at GBP 5,000,000. NWEP (on behalf of the Investor Parties and BOS), undertakes to notify the term of such leasehold or the term Purchaser immediately on its becoming aware of any extension or extensions thereof at circumstance which would cause it to serve a notice pursuant to this sub-clause (E). (F) If the option of the Company shall extend beyond the maturity date of the Bonds or Agreement is terminated then, subject to sub-clauses (iiiG) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assigneeH), lessee, purchaser or other transferee shall assume the obligations of each party under this Agreement shall automatically terminate PROVIDED that the Company under Section 5.01 hereof for rights and liabilities of the remaining term of this Agreement, parties which have accrued prior to termination shall subsist. (G) If the Agreement is terminated due to the extent non-fulfilment of such assignment, lease, sale, transfer or other dispositionthe condition in sub-clause (A)(i) above, the Company shall be released from and discharged of all liability in respect of such obligations Purchaser will pay to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than Sellers an amount equal to 10/7 50% of the sum reasonable out of (x) pocket expenses incurred by the aggregate principal Sellers in relation to this Agreement up to a maximum amount of GBP 100,000. (H) The Investor Parties and BOS acknowledge that the Bonds then Outstanding restrictions contained in Clauses 18 and (y) 19 shall continue to apply after the outstanding principal amount of all other obligations termination of the Company representing indebtedness for borrowed money or for the deferred sale and purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of Shares under this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:without limit in time.

Conditions. The Company’s interest Notwithstanding anything in this Award Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by Plan to the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition contrary: (a) shall relieve the Company from its primary liability may, if it shall determine it necessary or desirable for its obligations under Section 5.01 any reason, at the time of grant of the Option or the issuance of any Shares pursuant to the Option, require Grantee, as a condition to the receipt hereof or to the receipt of Shares issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Option or the Shares issued pursuant thereto for his or her own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of the Option or the Shares issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of the Option, the issuance of Shares pursuant thereto or the removal of any restrictions imposed on such Shares, the Option shall not be made unless the assignee, lessee, purchaser granted or other transfereesuch Shares shall not be issued or such restrictions shall not be removed, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any time conditions not acceptable to the Company. Notwithstanding any other provision of the Plan, this Award Agreement or any other agreements entered into pursuant to the Plan, the Company will not be required to issue any Shares under this Award Agreement or the Plan, and Grantee may not sell, assign, transfer or otherwise dispose of Shares issued pursuant to the Award granted under the Plan, unless (a) there is in effect with respect to such Shares a registration statement under the Securities Act, and any applicable state or foreign securities laws or an exemption from time such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Shares, as may be deemed necessary or advisable by the Company in order to time, and, comply with such securities law or other restrictions. The Committee may restrict the rights of Grantee to the extent necessary to comply with Section 16(b) of the Exchange Act, the Code or any such assumption by other applicable law or regulation. The grant of the Option pursuant to this Award Agreement and the Plan shall not limit in any way the right or power of the Company (but only to such extent)make adjustments, the aforesaid assigneereclassifications, lesseereorganizations or changes of its capital or business structure or to merge, purchaser exchange or other transferee shall be released from and discharged of consolidate or to dissolve, liquidate, sell or transfer all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements its business or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:assets.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve In addition to being subject to the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless satisfaction of the assigneeconditions contained in Sections 6.01 and 6.02, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery obligation of an instrument in writing satisfactory in form Issuing Bank to issue any Letter of Credit is subject to the Trustee and the Authority, all other obligations satisfaction in full of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if following conditions: (i) the Company’s interest Borrower shall have delivered to the applicable Issuing Bank (with a copy to the Administrative Agent) an L/C Application in this Agreement the manner prescribed in Section 4.04, and the proposed Letter of Credit shall be assigned reasonably satisfactory to such Issuing Bank as a whole or in undivided part, to form and content; and (ii) as of the Company’s interest in date of issuance, no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the Facilities applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such Issuing Bank shall be leased as a whole prohibit or in undivided part and request that such Issuing Bank refrain from the term issuance of such leasehold Letters of Credit generally or the term issuance of that Letter of Credit or shall impose upon the Issuing Bank with respect to any extension Letter of Credit any restriction or extensions thereof at reserve or capital requirement (for which the option Issuing Bank is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to the Issuing Bank as of the Company shall extend beyond the maturity date of this Agreement and which the Bonds or (iii) the Company’s interest Issuing Bank in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and good ▇▇▇▇▇ ▇▇▇▇▇ material to it. (b) in No Issuing Bank shall extend, renew, or amend any Letter of Credit unless the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term requirements of this Agreement, to the extent Section 4.03 are met as though a new Letter of such assignment, lease, sale, transfer or other disposition, the Company shall be released from Credit were then being requested and discharged of all liability in respect of such obligations to the extent so assumed issued. (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (bc) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything Notwithstanding anything herein to the contrary notwithstandingcontrary, the Company no Issuing Bank shall have an obligation hereunder to issue, and shall not make issue, any assignmentLetter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person or any activity or business in any Sanctioned Country, lease in each case, in violation of applicable Sanctions or sale as provided (ii) in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect any manner that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition would result in a violation of any element or unit of the Facilities, or Sanctions by any interest therein, the Company may, at its option, cause such element or unit, or interest therein, party to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. This Agreement is expressly conditioned upon the Commission’s acceptance of all its provisions, without change or condition. If the Commission does not accept this Agreement in its entirety, any party hereto, at its sole option exercised within fifteen (15) days of such Commission order, may withdraw from this Agreement, in which event it shall be deemed to be null and void and without effect and shall not be relied upon by the Company, Ratepayer Intervenors, Staff, the OCA, or any party to this proceeding, or the Commission, for any purpose. The CompanyCommission’s interest acceptance of this Agreement shall not constitute continuing approval of, or precedent regarding, any particular principle or issue in this proceeding. The discussions that produced this Agreement have been conducted on the explicit understanding that all offers of settlement relating thereto are and shall be confidential, shall be without prejudice to the position of any party or participant representing any such offer or participating in any such discussion, and are not to be used in connection with any future proceeding or otherwise. The Settling Parties agree that all testimony and supporting documentation should be admitted as full exhibits for purposes of reviewing this Agreement. The Settling Parties’ agreement to admit all testimony without challenge does not constitute agreement by the Settling Parties that the content of the written testimony is accurate or what weight, if any, should be given to the views of any witness, except as may be specifically provided in this Agreement. The identification of the resolution of any specific issue in this Agreement may be assigned as a whole or in partdoes not indicate any of the Settling Parties’ agreement to that resolution for purposes of any future proceeding, and its interest in nor does the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), reference to any Person; providedother document bind the Settling Parties to the contents of, howeveror recommendations in, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability document for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery purposes of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations any future proceeding. The Commission’s approval of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest recommendations in this Agreement shall be assigned as not constitute a whole determination or in undivided partprecedent with regard to any specific adjustments, (ii) but rather shall constitute only a determination that the Company’s interest in rates resulting from the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided partagreement, and (b) other specific conditions stated in this Agreement are just and reasonable and otherwise consistent with the event that the assigneelaw. This Agreement may be executed by facsimile and in counterparts, lessee, purchaser or other transferee each of which shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part an original, and all of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unitwhich, or interest thereintaken together, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:constitute one agreement binding on all Settling Parties.

Conditions. 10.3.1 The Company’s interest indemnities set out in this Agreement may be assigned as a whole or in part, Section 10.1 and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), Section 10.2 shall not apply to any Person; provided, however, that no such assignment, lease, sale, transfer claim or other disposition proceedings: (a) unless as soon as reasonably practicable following receipt of notice of such claim or proceedings, the Indemnified Person shall relieve have notified the Company from indemnifying Party in writing of it and shall, upon the indemnifying Party’s request and at that indemnifying Party’s cost, have permitted the indemnifying Party to have full care and control of the claim or proceedings using legal representation of its primary liability for its obligations own choosing; or (b) if the Indemnified Person shall have made any admission in respect of such claim or proceedings or taken any action relating to such claim or proceedings prejudicial to the defence of it without the written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed), provided that no Indemnified Person shall be deemed to be in breach of this condition by any statement properly made by the Indemnified Person in connection with the operation of the Indemnified Person’s internal complaint procedures, accident reporting procedures, or disciplinary procedures, or where such a statement is required by law. 10.3.2 The indemnifying Party shall, in relation to any claim or proceedings it has assumed care and control of under Section 5.01 hereof 10.3.1(a): (a) keep the Indemnified Pperson fully informed of the progress of any claim or proceedings; (b) consult fully with the Indemnified Person on the nature of any defence to be advanced; and (c) not, without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld or delayed), enter into any settlement or compromise of such claim or proceedings which: (a) would result in injunctive or other relief being imposed against an Indemnified Person; or (b) does not include as an unconditional term the giving by the claimant to all applicable Indemnified Persons of a release from liability in relation to such claim or proceedings. 10.3.3 Each Party shall be made unless use its reasonable endeavours to inform the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term Party promptly of any extension circumstances that are likely to give rise to a claim or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability proceedings in respect of which it may be entitled to indemnification under Section 10.1 or Section 10.2; and shall keep the other Party reasonably informed of developments in relation to any such obligations claim or proceedings, even where the Party does not intend to make a claim under Section 10.1 or Section 10.2. 10.3.4 Each Party shall give to the extent so assumed (but only to indemnifying Party such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (assistance as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities it may reasonably require for the generation, transmission and/or distribution of electric energy conduct and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent prompt handling of any such assumption by the Company (but only claim or proceedings. 10.3.5 Nothing in Section 10.1 or Section 10.2 shall restrict or limit an Indemnified Person’s general obligation at law to such extent), the aforesaid assignee, lessee, purchaser mitigate a loss it may suffer or other transferee shall be released from and discharged incur as a result of all liability in respect of such obligations. Anything herein an event that gives rise to the contrary notwithstanding, the Company shall not make any assignment, lease a claim under Section 10.1 or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:10.2.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve The obligations of each party to consummate the Company from its primary liability for its obligations under Section 5.01 hereof or Blackstone Repurchase and to effectuate the Closing are subject to the closing of the Blackstone Secondary Offering and the delivery to the underwriters of the shares purchased in the Blackstone Secondary Offering and the Purchase Price per share being no greater than $ . (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other The obligations of the Company hereunder to consummate the Blackstone Repurchase and to effectuate the Closing are subject to the extent condition that the representations and warranties of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest Blackstone set forth in this Agreement shall be assigned true and correct in all material respects on and as a whole or of the Closing Date as though made on and as of the Closing Date. (c) The obligations of Blackstone to consummate the Blackstone Repurchase and to effectuate the Closing are subject to the condition that the representations and warranties of the Company set forth in undivided part, this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date. (d) The obligations of each party to consummate the Blackstone Repurchase and to effectuate the Closing are subject to the condition that immediately after giving effect to the consummation of the Blackstone Repurchase (i) the present fair value and fair saleable value of the assets of the Company is not less than the total amount of the Company’s liabilities (including contingent liabilities); (ii) the Company’s interest in the Facilities shall Company should be leased able to pay its debts as a whole or in undivided part they become due and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or mature; (iii) the Company does not engage in any business or transaction, for which its property would constitute unreasonably small capital; and (iv) the actual, current value of the Company’s interest in the Facilities assets minus its liabilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in greater than the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Company’s statutory capital.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder Purchaser to purchase the Purchased Shares shall be subject to the extent satisfaction, on or before the Closing Date, of each of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released following conditions precedent (each of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof which is for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall Purchaser’s exclusive benefit and may be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery waived by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereofPurchaser, in whole or in partpart at its option, at and any time one or more of which, if not satisfied or waived, will relieve the Purchaser of any obligation under this Agreement): (a) each of the acts, undertakings, obligations, agreements and from time covenants of the Vendors and the Targets under this Agreement or under any Closing Document to timebe performed or complied with on or before the Closing Date shall have been duly performed or complied with in all material respects, andand the Purchaser shall have received a certificate of the Vendors addressed to the Purchaser and dated as of the Closing Date confirming same. The acceptance by the Purchaser, in its sole discretion, of a certificate which does not correspond in all respects to the terms of the preceding sentence shall be deemed to constitute a variation or amendment, to the extent therein described, of the provisions of this Agreement or any Closing Document; (b) each of the representations and warranties made in favour of the Purchaser pursuant to this Agreement shall be true, complete and correct in all material respects (except that those representations and warranties which are qualified as to material, materiality, Material Adverse Change or similar expressions, or are subject to the same or similar type exceptions, shall be true, complete and correct in all respects) on the Closing Date as if made on and as of such assumption date, and the Purchaser shall have received a certificate of the Vendors addressed to the Purchaser and dated as of the Closing Date confirming same. The acceptance by the Company (but only to such extent)Purchaser, the aforesaid assigneein its sole discretion, lessee, purchaser or other transferee shall be released from and discharged of a certificate which does not correspond in all liability in respect of such obligations. Anything herein respects to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act terms of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer preceding sentence shall be deemed to be part a waiver of any representation or warranty contained in this Agreement to the extent therein described; (c) there shall not have occurred, in the judgment of the Facilities for Purchaser, acting reasonably, a Material Adverse Change since the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes execution of this Agreement. For purposes ; (d) the Purchaser shall be satisfied that no Claim or Threatened Claim shall have been taken, made, threatened or instituted, whether or not having the force of this Section 7.01:Law, and no Law or Order shall have been proposed, enacted, promulgated, issued or applied: (i) to prohibit or impose any limitation or condition on the completion of the transactions contemplated herein or in any Closing Document or the right of the Purchaser to own or exercise full rights of ownership of all of the Purchased Shares; or (ii) which, if the transactions contemplated herein were completed, could reasonably be expected to result in a Material Adverse Change or prevent the Targets from carrying on, in all material respects, the Business as presently carried on; (e) the Purchase shall be satisfied with the results of its due diligence relating to the Targets and the Business; (f) all Required Third Party Consents shall have been obtained; (g) the Pre-Closing Reorganization shall have been duly completed to the satisfaction of the Purchaser; and (h) the Purchaser shall be satisfied, acting reasonably, that no fact or circumstance identified in its confirmatory due diligence of the Targets, their respective assets and the Business would or could result in a Material Adverse Change or materially and adversely affect, delay or impair the transactions contemplated hereby.

Conditions. The Company’s interest Notwithstanding anything in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by Plan to the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition contrary: (a) shall relieve the Company from its primary liability may, if it shall determine it necessary or desirable for its obligations under Section 5.01 hereof any reason, at the time of award of any Award or the issuance of any shares of Common Stock pursuant to any Award, require the recipient of the Award, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Award or the shares of Common Stock issued pursuant thereto for his or her own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Award or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Award, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Award shall not be made unless the assignee, lessee, purchaser awarded or other transfereesuch shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any time conditions not acceptable to the Company. Notwithstanding any other provision of the Plan, this Agreement or any other agreements entered into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Agreement or the Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to any Awards granted under this Agreement or the Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act, and any applicable state or foreign securities laws or an exemption from time such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body or self-regulatory organization that the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to time, and, comply with such securities law or other restrictions. The Committee may restrict the rights of Participants to the extent necessary to comply with Article 16(b) of the Exchange Act, the Code or any such assumption by other applicable law or regulation. The grant of an Award pursuant to this Agreement or the Plan shall not limit in any way the right or power of the Company (but only to such extent)make adjustments, the aforesaid assigneereclassifications, lesseereorganizations or changes of its capital or business structure or to merge, purchaser exchange or other transferee shall be released from and discharged of consolidate or to dissolve, liquidate, sell or transfer all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements its business or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:assets.

Conditions. The Company’s interest (a) Properties Other than Coronado South and Rivermark. Except as provided in Section 5.8(b) and 5.8(c), but notwithstanding any other provision of this Agreement may to the contrary, Buyer's obligation to purchase a Property shall be assigned subject to and contingent upon the satisfaction or waiver of the following conditions precedent: (i) The Title Company being irrevocably and unconditionally committed to issue, upon the sole condition of the payment of its regularly scheduled premium, the Policy with respect to such Property, insuring Buyer in the amount of the Purchase Price allocable to such Property that title to such Property is vested of record in Buyer on the Closing Date subject only to the Permitted Exceptions (and, to the extent provided in Section 3.3, any New Matters); (ii) Except to the extent such matters are the responsibility of the Buyer under the Management Agreement relating to the Coronado South Property (during the time such Management Agreement is in effect), the physical condition of the Property shall be in at least substantially the same physical condition on the Closing Date as on the Effective Date, reasonable wear and tear and loss by casualty or condemnation excepted (subject to the provisions of Article VI); and (iii) To the extent any of the following would reasonably be expected to materially and adversely affect the Buyer, any Property or Buyer's ownership of such Property after the Closing Date (including but not limited to the ability of Buyer to operate such Property as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interestmultifamily residential property), as of the Closing Date: (A) There shall be no litigation, administrative action or governmental proceeding pending or threatened in writing by any applicable governmental agency against a Property or the Seller of such Property, which seeks to any Personrestrain or prohibit the purchase and sale of the Property; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assigneeof any such litigation, lesseeadministrative action or proceeding, purchaser or other transferee Buyer's obligation to purchase such Property shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreementnot terminate if, to the extent of within ten (10) business days, such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same action is dismissed or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for court order is issued allowing the generation, transmission and/or distribution of electric energy sale to proceed; and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after in the event the Closing of such Property proceeds on the basis of such a court order or in the event of any litigation, administrative action or governmental proceeding pending or threatened in writing against a Property or the Seller of such assumptionProperty which seeks to obtain damages or a discovery order with respect to this Agreement or the purchase and sale of the Property, release but which does not seek to restrain or prohibit the purchase and discharge as aforesaidsale of the Property, the Company may again assume Closing of such obligations under Property shall proceed and Sellers hereby agree to protect, indemnify and hold harmless Buyer and its subsidiaries, affiliates, partners and constituent entities, and all their respective employees, shareholders, officers and directors, successors and assigns, from and against any Losses (but specifically excluding lost profits) arising from such litigation or administrative action or other governmental proceeding, and such indemnity shall not be limited by the provisions of Section 5.01 hereof, in whole or in part, at any time and from time to time, 4.7; and, (B) Except to the extent such proceedings are the subject of Sellers' indemnity as set forth in the second paragraph of Section 4.7, no proceedings shall be pending or threatened in writing by the applicable governmental agency which could or would cause the redesignation or other modification of the zoning classification of, or of any such assumption by the Company (but only to such extent)building code requirements applicable to, the aforesaid assigneeProperty or any portion thereof which would reasonably be expected to have a material adverse effect on Buyer's ability to own, lesseeoperate, purchaser or other transferee shall be released from maintain and discharged repair such Property as a multi-family residential property. The failure of all liability in any of the foregoing conditions to occur solely with respect of such obligations. Anything herein to the contrary notwithstanding, the Company any Property shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part a failure of the Facilities for the purposes of this Agreement by delivering such condition with respect to the Authority and the Trustee the agreements or any other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Property.

Conditions. The Company’s interest in this Agreement may be assigned 3.01 Completion is conditional upon the following conditions being satisfied on or before 31 December 2007 or such other date as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of agreed by the Company as a whole or in part parties hereto (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition the “Longstop Date”): (a) shall relieve the Company from its primary liability obtaining in terms acceptable to the Purchaser, of all consents, approvals, clearances and authorisations of any relevant governmental authorities or other relevant third parties in the PRC as may be necessary for its obligations under Section 5.01 hereof or the execution and implementation of this Supplemental Agreement; (b) the Company receiving all relevant consents and approvals from third parties as may be necessary in connection with the proposed change in shareholding of the Company so as to ensure that the Company maintains all its existing contractual and other rights following the transfer of the Sale Interest (including, without limitation, the consent of the existing bankers of the Company to continue to provide the existing banking facilities to the Company following the transfer of the Sale Interest); (c) the passing at an extraordinary general meeting of the Vendor of ordinary resolution(s) approving this Supplemental Agreement and the transactions contemplated by this Supplemental Agreement by the shareholders of the Vendor (excluding such shareholders who shall be made unless required to abstain from voting under the assigneeListing Rules); and (d) completion of the Namtek Acquisition Agreement becoming unconditional in all respects (save in respect of any condition relating to completion of this Supplemental Agreement). 3.02 The Vendor will use all reasonable endeavours (so far as it lies within its powers) to procure the satisfaction of the Conditions as soon as reasonably practicable and in any event before the Longstop Date and will promptly notify the Purchaser when each of the said Conditions have been satisfied. (a) If at any time the Vendor becomes aware of a fact or circumstance that might prevent a Condition being satisfied, lesseeit will immediately inform the Purchaser. (b) If at any time the Purchaser becomes aware of a fact or circumstance that might prevent a condition being satisfied, purchaser it will immediately inform the Vendor. 3.04 If any of the Conditions have not been satisfied on or other transferee, as before the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee Longstop Date then this Supplemental Agreement will immediately terminate and the Authority, all other rights and obligations of the Company hereunder parties shall cease immediately upon termination. 3.05 For avoidance of doubt, the Purchaser agrees and acknowledges that the formal registration documents to be issued by the relevant PRC governmental authorities evidencing the Purchaser or its nominee (which may be any of the Purchaser’s subsidiaries) (or the SPV (as defined in Clause 3.06) as the sole investor of Jetup (the “Jetup Approval Documents”) may not be available at Completion and that the absence of the Jetup Approval Documents shall not prevent this Supplemental Agreement becoming unconditional nor the parties proceeding to Completion PROVIDED that (1) the Vendor can produce an undertaking from the Vendor to the extent Purchaser that it will use its best endeavours to procure the issuance of the interest assignedJetup Approval Documents; and that (2) the Vendor hereby agrees and acknowledges that the Sale Interest shall be so held on trust for the benefits of the Purchaser (or the SPV) from Completion until the issuance of the Jetup Approval Documents. 3.06 The Purchaser may request the Vendor to procure the transfer of the Sale Interest to a holding company (“SPV”) prior to Completion, leased, sold, transferred in which case the Vendor shall also deliver to or otherwise disposed of, to the order of the Purchaser at Completion pursuant to Clause 4.01(a) evidence satisfactory to the Purchaser that good title to the entire equity capital of the SPV has been passed to the Purchaser and the Company shall be released of and discharged from such obligations to Purchaser has been registered as the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:holder thereof.

Conditions. 4.1 Conditions to the Obligations of Investor The Company’s interest in obligations of Investor to complete the transactions contemplated by this Agreement are subject to the satisfaction, prior to the Closing Date, of the following conditions. The parties acknowledge and agree that each of the following conditions is included for the exclusive benefit of Investor and may be assigned as a whole or waived by Investor in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), without prejudice to its right to rely on any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition conditions: (a) the representations and warranties of the Corporation set out in the Convertible Debentures shall relieve be true and correct in all material respects on the Company from its primary liability Closing Date and the Corporation shall have delivered to Investor at the Time of Closing certificates dated the Closing Date, duly executed by the senior officers of the Corporation reasonably acceptable to Investor, to such effect. The receipt of such certificates and the closing of the transactions contemplated by this Agreement shall not be nor be deemed to be a waiver of the representations and warranties contained in the Convertible Debentures, which representations and warranties shall continue in full force and effect for its obligations under Section 5.01 hereof or the benefit of Investor as provided in the Convertible Debentures; (b) all of the terms, covenants, obligations and conditions of this Agreement and the Convertible Debentures to be complied with or performed by the Corporation on or before the Closing Date shall have been complied with or performed in all material respects, and the Corporation shall have delivered to Investor at the Closing certificates dated the Closing Date, duly executed by the senior officers of the Corporation reasonably acceptable to Investor, to such effect; (c) no action, suit or proceeding shall be made unless pending or threatened by any Authority or any other Person to restrain or prohibit the assigneecompletion of the 7 - 7 - transactions contemplated by this Agreement or to prevent or restrain the Corporation, lesseein any material respect, purchaser or from carrying on its business as presently carried on; (d) all actions, proceedings, instruments, documents and all other transfereelegal matters relating to the subscriptions contemplated by this Agreement shall have been approved as to form and legality to the satisfaction of Investor's outside counsel, as acting reasonably, and all instruments and documents to be delivered by the case may be, Corporation pursuant to this Agreement prior to or simultaneously with such assignment, lease, sale, transfer on the Closing Date shall have been delivered prior to or other disposition, assumes, by delivery on the Closing Date; without limiting the generality of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, the Corporation shall duly authorize the execution and delivery of the Convertible Debentures and the performance of its obligations thereunder and provide documentation evidencing same to Investor, and, without notice or any action by Investor, the Corporation shall prepare and file, as required, any amendments to its constating documents and by-laws necessitated by the execution and delivery of the Convertible Debentures and the performance of the Corporation's obligations thereunder; (ae) if there shall have been no change, which has had or could reasonably be expected to have, a Material Adverse Effect (as defined in the Convertible Debentures) since the date of the Audited Financial Statements (as defined in the Convertible Debentures); (f) the Board of Directors of the Corporation shall have approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including to an extent and in a manner sufficient to render inapplicable to the transactions contemplated by this Agreement the provisions of Section 203 of the General Corporation Law of the State of Delaware; (g) the Corporation shall have delivered to Investor at the Closing Date an opinion of the Corporation's outside counsel as to such matters as are reasonably requested by Investor's outside counsel, all reasonably satisfactory in form, substance and scope to Investor's outside counsel; (h) the Corporation and Investor shall have executed and delivered the Amended Registration Rights Agreement (as defined in the Convertible Debentures) on the 8 - 8 - terms contemplated by the Convertible Debentures and in a form reasonably satisfactory to Investor's outside counsel, and when delivered hereunder such Registration Rights Agreement will be a legal, valid, binding and enforceable obligation of the Corporation except as the same may be limited by creditors rights laws and general principles of equity; (i) the Company’s interest Corporation shall have filed and delivered to the American Stock Exchange ("AMEX") an additional listing application (with respect to all common shares into which any of the Convertible Debentures may be converted) in a form and on terms reasonably satisfactory in form, substance and scope to Investor's outside counsel, and shall use its best efforts to ensure that such common shares become listed on AMEX; (j) the Corporation shall have obtained all waivers, consents and other Approvals of all Authorities and other third Persons (including consent by NHP (such consent and all documentation executed in connection therewith to be in form and substance reasonably satisfactory to Investor and its outside counsel) to the "change in control" (as defined in the NHP Lease) caused by execution of the Convertible Debentures and the completion of the transactions contemplated thereby) required to complete the transactions contemplated by this Agreement (and shall be assigned as a whole or have provided evidence in undivided partform and substance satisfactory to Investor, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, howeveracting reasonably, that the release all such waivers, consents and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extentApprovals have been obtained), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. 5.1 The agreement of the Subscriber to subscribe for the Warrants is conditional on: (i) the Company delivering evidence satisfactory to the Subscriber of: - approval of the Transaction by the Company’s interest 's authorised corporate bodies; and - the capacity and authority of each person executing the Agreement on behalf of the Company; (ii) the Subscription Price being fully paid by the Subscriber to the Company by means of set-off against a valid, due and payable receivable (créance certaine, liquide et exigible) under the Arrangement Fee; (iii) the Subscription not resulting in this Agreement may a violation of any agreement to which the Company is a party, its articles of association, any shareholders’ agreement (if any), any law or regulation or judgment to which it is subject; (iv) the Subscriber continuing to be assigned as a whole admitted to trading and listed on the Euronext Growth market of Euronext Paris and Nasdaq; (v) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered into any judgment, decision, decree, injunction or other order which prohibits consummation of the Transaction or that seeks, or have the effect of, restraining or prohibiting consummation of the Transaction; and (vi) the Issuer not possessing any Inside Information on any Completion Date. 5.2 The Parties must use their best endeavours (obligation de moyens) to ensure the satisfaction of the Positive Conditions at the latest by the Completion Date. 5.3 The Parties agree that all requests and enquiries from any government, governmental agency, court or other regulatory body concerning the Transaction will be dealt with by the Parties in partconsultation with each other and the Parties must promptly co-operate with, and its interest in the Facilities may be leasedprovide all necessary information and assistance reasonably required by, soldsuch government, transferred agency, court or otherwise disposed of body upon being requested to do so by the Company as other Party. 5.4 If a whole or Positive Condition is not satisfied on the relevant Completion Date at the latest, the rights and obligations of the Parties hereunder shall terminate on such date, unless otherwise agreed in part writing by the Parties. 5.5 In the event either Party reasonably believes to be in possession of Inside Information on Completion Date, each Party shall notify the other Party in writing thereof, and the Parties shall discuss in good faith a new Completion Date (whether an interest in a specific element or unit or an undivided interestnot being more than twenty (20) Business Days after the initial Completion Date), in which case the provisions of Clauses 5.3 and 5.4 shall apply to any PersonCompletion as so deferred; providedprovided further that such deferral may occur up to, howeverand including, that no such assignmentthe Disbursement Date of the Tranche A, lease, sale, transfer of the Tranche B or other disposition (a) shall relieve of the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, Tranche C as the case may be. To the extent that any Party considers that the information in its possession does not qualify as Inside Information, prior to or simultaneously with if the other Party considers that such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee qualification may not be correct (and the Authorityinformation may therefore contain Inside Information), all other obligations the provisions of paragraph 4 of the Company hereunder to the extent of the interest assignedMAR Letter shall apply, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating it being specified that, in the opinion of such Independent Expertany event, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties Subscriber should not be obliged to subscribe to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless Warrants if it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed believes to be part in possession of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Inside Information.

Conditions. 5.1 Conditions to the Obligations of Parent, the Purchaser and the Company. The Company’s interest in this Agreement may be assigned as a whole or in partobligations of Parent, the Purchaser and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole to consummate the Merger are subject to the satisfaction, at or in part (whether an interest in a specific element or unit or an undivided interest)before the Effective Time, to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition of each of the following conditions: (a) The Purchaser shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form have purchased all Shares duly tendered and not withdrawn pursuant to the Trustee terms of the Offer and subject to the terms thereof; provided that the obligation of the Parent and the Authority, all other obligations Purchaser to effect the Merger shall not be conditioned on the fulfillment of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, condition set forth in this Section 5.1 (a) if the failure of the Purchaser to purchase the Shares pursuant to the Offer shall have constituted a breach of the Offer or of this Agreement. (ib) The consummation of the Company’s interest Merger shall not be precluded by any order, decree or injunction of a court of competent jurisdiction (each party agreeing to use its best efforts to have any such order reversed or injunction lifted), and there shall not have been any action taken or any Law enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that makes consummation of the Merger illegal. (c) If required by Certificate of Incorporation and By-Laws of the Company and the DGCL, this Agreement shall have been approved and adopted by the affirmative vote of the holders of the requisite number of shares of Common Stock in accordance with the Certificate of Incorporation and By-Laws of the Company and the DGCL. (▇) ▇▇▇ applicable waiting period under the HSR Act shall have expired or been terminated. 5.2 Conditions to the Obligations of Parent and the Purchaser. The obligations of Parent and the Purchaser to consummate the Merger are subject to the satisfaction, at or before the Effective Time, of the following conditions: (a) The Company shall have performed all of its material agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time and the representations and warranties of the Company contained in this Agreement shall be assigned true and correct in all material respects on and as a whole or in undivided part, of (i) the date made and (ii) the Company’s interest except in the Facilities shall be leased as case of representations and warranties expressly made solely with reference to a whole or in undivided part particular date, the Effective Time, and Parent and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company Purchaser shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of have received a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed executive officer of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value effect. (as hereinafter definedb) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the The Company shall not make any assignmenthave received notice from the holder or holders of more than 10% of the outstanding Shares, lease determined on a fully diluted basis, that such holder or sale holders have exercised or intend to exercise its or their appraisal rights under Section 262 of the DGCL. (c) The 179,656 Shares previously held by the Trust shall have been returned to the Company and canceled, as provided described in the immediately preceding paragraph unless it shall have furnished third recital to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in partobligation of Seller, on one hand, and its interest in Purchaser, on the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest)other hand, to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition consummate the transaction contemplated hereunder is contingent upon the following: (a) Each party’s representations and warranties contained herein shall relieve be true and correct in all material respects as of the Company from date of this Agreement and the Closing Date; (b) As of the Closing Date, each party shall have performed its primary liability obligations hereunder and all deliveries made at Closing shall be tendered; (c) No actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against the other party that would materially and adversely affect the other party’s ability to perform its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as exist; (d) No pending or threatened action, suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold discovery order with respect to this Agreement or the term of any extension or extensions thereof at the option consummation of the Company transaction contemplated hereby shall extend beyond exist; and (e) Seller will pursue the maturity date eviction of all tenants on subject property (if any) and no leases shall survive the Closing (if any). So long as neither party is not in default hereunder, if any condition to a party’s obligations to proceed with the Closing hereunder has not been satisfied as of the Bonds or (iii) the Company’s interest in the Facilities shall be soldClosing Date, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating thatparty may, in the opinion of such Independent Expertits sole discretion, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of terminate this Agreement by delivering written notice to the Authority and other party on or before the Trustee Closing Date. Or, such party may elect to close, not withstanding the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that non-satisfaction of such element or unitcondition, or interest therein, in which event such party shall no longer be deemed to have waived any such condition. There shall be no liability on the part of the Facilities other party hereto for breaches of representations and warranties of which the purposes party electing to close had knowledge as of this Agreementthe Closing. For purposes Nothing in the foregoing shall relieve a party from any liability it would otherwise have if the failure of this Section 7.01:such party to satisfy a condition also constitutes a default by such party hereunder.

Conditions. 6.1 Mutual Conditions to Each Party’s Obligations to Effect the Closing. The Company’s interest in this Agreement may obligation of each party to consummate the Closing shall be assigned as a whole subject to the satisfaction or in part, and its interest in waiver on or prior to the Facilities may be leased, sold, transferred or otherwise disposed Closing Date of by each of the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition following conditions: (a) No Law shall relieve have been enacted or promulgated by any Governmental Entity in the Company from its primary liability for its obligations under Section 5.01 hereof United States which prohibits the consummation of the transactions contemplated by this Agreement including the Merger; and there shall be no order or injunction of a court of competent jurisdiction in the United States in effect precluding consummation of the transactions contemplated by this Agreement including the Merger. (b) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and shall remain in effect. No legal, administrative, arbitration, investigatory or other proceeding by any Governmental Entity or any other Person shall have been instituted and, at what otherwise would have been the Effective Time, remain pending by or before any Governmental Entity to restrain or prohibit the transactions contemplated hereby. (c) Parent and Company shall have received an opinion from ▇▇▇▇▇▇ Brand LLP, dated the Effective Time, subject to assumptions and exceptions normally included, and in form and substance reasonably satisfactory to Parent and Company and to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that Parent and Company will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent, Parent Bank, Company and Company Bank satisfactory in form and substance to such counsel. (d) The Required Regulatory Approvals shall have been obtained without the imposition of any non-standard or unduly burdensome condition relating to the Merger or the Bank Merger that would materially adversely affect the economic benefits of the Merger to Parent or Company. 6.2 Conditions to the Obligations of Parent and Parent Bank. The obligation of Parent and Parent Bank to consummate the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) Except for any inaccuracy that would not have a Material Adverse Effect on Company or Company Bank or a Material Adverse Effect on the ability of Company or Company Bank to perform obligations under this Agreement or to consummate the transactions contemplated thereby including the Merger, each representation and warranty in Article III either (i) shall be accurate as of the Closing Date as though restated on and as of such date or (ii) if such representation and warranty, by its terms, is made unless the assigneeas of a date specified therein, lesseeshall be accurate as of such date. (b) Company and Company Bank shall have performed and complied with, purchaser in all material respects, all material agreements, covenants and obligations required by this Agreement to be performed or other transferee, as the case may be, complied with by them prior to or simultaneously at the Closing. (c) Since the Balance Sheet Date, neither Company nor Company Bank shall have experienced a Material Adverse Effect. (d) Parent or Parent Bank shall have received all third-party consents deemed necessary or appropriate in connection with such assignmentthe Merger or the Bank Merger, leaseincluding, salewithout limitation, transfer the consents of all landlords under all leases to which Company or other dispositionCompany Bank are subject, assumes, by delivery of an instrument in writing satisfactory in form and substance satisfactory to Parent. (e) All directors of Company and Company Bank shall have delivered to Parent on the Trustee date of this Agreement, fully-executed Shareholder Agreements in the form attached hereto as Exhibit C (“Company Shareholder Agreement”) and all officers of Company and Company Bank identified on Exhibit D shall have delivered to Parent on the Authoritydate of this Agreement, all other obligations fully-executed Nonsolicitation Agreements in the form attached hereto as Exhibit E (“Nonsolicitation Agreement”). (f) The Shareholders’ equity of the Company hereunder to contained in the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, Closing Financial Statements shall not be less than $17,100,000 and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option ALLL of the Company shall extend beyond the maturity date not be less than $1,675,000 or 1.3% of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed total outstanding loans of Company as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent)Determination Date; provided, however, that the release impact of any actions, transactions, or accounting adjustments taken or made solely as a result of this Agreement or any additions to the ALLL made voluntarily by Company Bank related to loans identified as special mention, classified or impaired on the Company Bank April 30th ALLL Report, and discharge the amount of $186,000 added to the ALLL in March 2008 for the Regent Hotel, LLC participation loan, shall be disregarded for purposes of this Section 6.2(f). (g) Parent shall have received Supplemental Disclosure Schedules from Company and Company Bank on the day immediately preceding the Effective Time and none of such Supplemental Disclosure Schedules shall reflect any item that was not on the original Company Disclosure Schedule delivered on the date of execution of this Agreement that has had, would have, or could be reasonably likely to have a Material Adverse Effect on Company or Company Bank at or after the Effective Time, or on consummation of the transactions contemplated by this Agreement. (h) Parent Bank shall have received CLTA/ALTA title insurance policies insuring Parent Bank with respect to each of the leasehold interests of Company pursuant and Company Bank subject only to clause the Permitted Exceptions. (i) Company Bank shall have duly exercised its option to extend the term of the lease on the Stockton banking premises for an additional five-year period and the landlord of the Lodi banking premises shall have agreed in writing that all options under its lease with Company Bank may be exercised by Parent Bank following the Bank Merger. (j) Persons holding five percent (5%) or more in the aggregate of all of the issued and outstanding shares of Parent Common Stock shall not have exercised dissenters’ rights under Chapter 13 of the California Corporations Code in connection with the Merger. (k) Parent shall have received the written resignations from all of the directors of Company and Company Bank. (l) Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of Company and Company Bank, dated as of the Closing, that based upon his knowledge, the conditions set forth in Sections 6.2(a) – (k) inclusive have been satisfied. 6.3 Conditions to the Obligations of Company and Company Bank. The obligations of Company and Company Bank to consummate the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) Except for any inaccuracy that would not have a Material Adverse Effect on Parent or a material adverse effect on the ability of Parent or Parent Bank to perform obligations under this Agreement or to consummate the transactions contemplated thereby including the Merger, each representation and warranty in Article II either (i) shall be accurate as of the Closing Date as though restated on and as of such date or (ii) if such representation and warranty, by its terms, is made as of a date specified therein, shall be accurate as of such date. (b) Parent and Parent Bank shall have performed and complied with, in all material respects, all material agreements, covenants and obligations required by this Agreement to be conditioned upon performed or complied with by them prior to or at the delivery Closing. (c) Since the Balance Sheet Date, neither Parent nor Parent Bank shall have experienced a Material Adverse Effect. (d) Parent or Parent Bank shall have received all third-party consents deemed necessary or appropriate in connection with the Merger or the Bank Merger, including, without limitation, the consents of all landlords under all leases to which Company or Company Bank are subject, in form and substance satisfactory to Parent. (e) All directors of Parent and Parent Bank shall have delivered to Company on the date of this Agreement, fully-executed Shareholder Agreements in the form attached hereto as Exhibit F (“Parent Shareholder Agreement”). (f) Company shall have received Supplemental Disclosure Schedules from Parent and Parent Bank on the day immediately preceding the Effective Time and none of such Supplemental Disclosure Schedules shall reflect any item that was not on the original Parent Disclosure Schedule delivered on the date of execution of this Agreement that has had, would have, or could be reasonably likely to have a Material Adverse Effect on Parent or Parent Bank at or after the Effective Time, or on consummation of the transactions contemplated by this Agreement. (g) The Board of Directors of Company shall have received an opinion from Sandler ▇’▇▇▇▇▇ + Partners, L.P. dated (i) the Company date of this Agreement and (ii) the date of mailing, or a date within three (3) days prior to the Authority and the Trustee date of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expertmailing, the Fair Value (as hereinafter defined) of such rightsJoint Proxy Statement/Prospectus, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignmentPer Share Merger Consideration is fair, lease or sale will from a financial point of view, to the holders of Company Common Stock, and such opinion shall not impair the validity under the Act have been withdrawn as of the Bonds Effective Time. (h) Company shall have received a certificate signed by the Chief Executive Officer and will not adversely affect the exclusion Chief Financial Officer of interest on the Bonds from gross income for federal tax purposes. After any leaseParent and Parent Bank, sale, transfer or other disposition of any element or unit dated as of the FacilitiesClosing, or any interest thereinthat based upon his knowledge, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:conditions set forth in Sections 6.3(a) through (g) inclusive have been satisfied.

Conditions. The Company’s interest in If with respect to the Borrowed Securities, (i) the Company has not performed all of the obligations required to be performed by it under this Agreement may be assigned as a whole on or in part, and its interest in prior to the Facilities may be leased, sold, transferred Closing Time or otherwise disposed any Date of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transfereeDelivery, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond conditions set forth in Section 5 hereof have not been satisfied on or prior to the maturity date Closing Time or any Date of Delivery, as the Bonds case may be, or (iii) any of the Company’s interest conditions set forth in the Facilities applicable Forward Sale Agreement shall not have been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be sold(clauses (i) through (iii), transferred or together, the “Conditions”), then the Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed Securities otherwise disposed of as a whole or in undivided partdeliverable on such date. In addition, and (b) in the event the Forward Seller determines that the assigneein connection with establishing its commercially reasonable hedge position, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other dispositionin its sole judgment, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed Forward Seller (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (bor its affiliate) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) is unable, after using commercially reasonable efforts, to borrow and deliver for sale the aggregate principal amount full number of Borrowed Securities to be borrowed and sold pursuant to this Agreement at the Bonds then Outstanding and Closing Time or on such Date of Delivery or (y) would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so with respect to all or any portion of such full number of Borrowed Securities, then, in each case and upon notice delivered no later than 9:00 A.M. (Eastern time) at the outstanding principal amount Closing Time or the Date of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; providedDelivery, further, that after any such assumption, release and discharge as aforesaidapplicable, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time Forward Seller shall only be required to time, and, deliver for sale to the extent Underwriters on the Closing Time or such Date of any such assumption by Delivery, as the Company (but only to such extent)case may be, the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged aggregate number of all liability in respect shares of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect Common Stock that the proposed assignment, lease Forward Seller or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer its affiliate is able to borrow in connection with establishing its hedge position at or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause below such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:cost.

Conditions. Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The Company’s interest respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement and the Merger shall have been adopted and approved by the affirmative vote of holders of (i) a majority of the outstanding shares of PZE Common Stock; and (ii) a majority of the outstanding shares of DVN Common Stock and the Northstar Exchangeable Shares voting as a single class with the DVN Special Voting Stock voting for the Northstar Exchangeable Shares as provided in DVN's charter. (b) The waiting period applicable to the consummation of the Merger shall have expired or been terminated under (i) the HSR Act and (ii) any mandatory waiting period under any applicable foreign competition or antitrust law or regulation where the failure to observe such waiting period referred to in this Agreement may be assigned as a whole clause (ii) would have, individually or in partthe aggregate, and its interest in a DVN Material Adverse Effect or a PZE Material Adverse Effect. (c) None of the Facilities may parties hereto shall be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), subject to any Persondecree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 7.5, and with respect to other matters not covered by Section 7.5, to use its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no such assignmentstatute, leaserule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the Merger. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be in effect. (e) The shares of Newco Common Stock to be issued pursuant to the Merger shall have been authorized for listing on the NYSE or the AMEX, sale, transfer subject to official notice of issuance. Section 8.2 Conditions to Obligation of PZE to Effect the Merger. The obligation of PZE to effect the Merger shall be subject to the fulfillment at or other disposition prior to the Closing Date of the following conditions: (a) DVN shall relieve have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the Company from Closing Date and the representations and warranties of DVN and Newco contained in this Agreement and in any document delivered in connection herewith (i) to the extent qualified by DVN Material Adverse Effect or any other materiality qualification shall be true and correct and (ii) to the extent not qualified by DVN Material Adverse Effect or any other materiality qualification shall be true and correct so long as any failures of such representations and warranties to be true and correct, individually or in the aggregate, do not have a DVN Material Adverse Effect, as of the date of this Agreement and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), and PZE shall have received a certificate of the DVN, executed on its primary liability for behalf by its obligations under Section 5.01 hereof President or a Vice President of DVN, dated the Closing Date, certifying to such effect. (b) PZE shall have received the opinion of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., counsel to PZE, in form and substance reasonably satisfactory to PZE, dated the Closing Date, a copy of which shall be made unless the assigneefurnished to DVN, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if effect that (i) the Company’s interest in this Agreement shall Merger will be assigned treated for federal income tax purposes as a whole or in undivided part, reorganization within the meaning of section 368(a) of the Code and (ii) no gain or loss will be recognized by PZE or the Company’s stockholders of PZE who exchange all of their PZE Common Stock solely for Newco Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in the Facilities Newco Common Stock). In rendering such opinion, such counsel shall be leased entitled to receive and rely upon representations of officers of PZE and DVN as a whole or in undivided part and to such matters as such counsel may reasonably request. (c) At any time after the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to there shall not have been any event or occurrence, individually or in the extent of aggregate with all such assignment, lease, sale, transfer events or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, howeveroccurrences, that the release and discharge of the Company pursuant have had or is likely to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of have a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:DVN Material Adverse Effect.

Conditions. At Closing, the Company shall deliver to Merr▇▇▇ ▇▇▇c▇ ▇▇▇ or more stock certificates registered in the name of MLI representing the number of Purchase Shares set forth in Section 2 above. 2 The Company’s interest in this Agreement 's obligation to complete the purchase and sale of the Purchase Shares and deliver such stock certificate(s) to Merr▇▇▇ ▇▇▇c▇ ▇▇ the Closing shall be subject to the following conditions, any one or more of which may be assigned as a whole or in part, and its interest in waived by the Facilities may be leased, sold, transferred or otherwise disposed of Company: (i) receipt by the Company as a whole or in part of Federal Funds (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (amutually agreed upon form of payment) shall relieve in the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations full amount of the Company hereunder to purchase price for the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided partPurchase Shares being purchased hereunder, (ii) the Company’s accuracy as of the Closing Date, of the representations and warranties made by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ein and the fulfillment, in all material respects, of those undertakings of Merr▇▇▇ ▇▇▇c▇ ▇▇ be fulfilled prior to the Closing, (iii) execution and delivery of the Swap Agreement, (iv) receipt of an accurate, complete and duly executed original of U.S. Internal Revenue Service Form 1001, certifying that MLI is entitled to receive any payments under this Agreement, the Swap Agreement or as a result of MLI's ownership of Common Shares that may be viewed as interest for U.S. federal income tax purposes without deduction or withholding of U.S. federal income taxes. (v) receipt by the Company of a cross-receipt with respect to the Purchase Shares executed by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ (vi) receipt by the Company of a certificate by an officer or authorized representative of Merr▇▇▇ ▇▇▇c▇ ▇▇ the effect that the representations and warranties of Merr▇▇▇ ▇▇▇c▇ ▇▇▇ forth in Section 5 hereof are true and correct as of the Facilities date of this Agreement and as of the Closing Date. Merr▇▇▇ ▇▇▇▇▇'▇ ▇▇▇igation to accept delivery of such stock certificate(s) and to pay for the Purchase Shares evidenced thereby shall be leased subject to the following conditions, any one or more of which may be waived by Merr▇▇▇ ▇▇▇c▇: (▇) the accuracy, as a whole or in undivided part of the Closing Date, of the representations and warranties made by the Company herein and the term fulfillment, in all material respects, of such leasehold or the term of any extension or extensions thereof at the option those undertakings of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall to be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, fulfilled prior to the extent of such assignmentClosing, lease(ii) receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ all opinions, sale, transfer or other disposition, the Company shall letters and certificates to be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of delivered by the Company pursuant to clause this Purchase Agreement, (biii) shall be conditioned upon execution and delivery of the Swap Agreement, (iv) the execution and delivery of a guarantee issued by the Company Operating Partnership (the "Guarantee") and (v) receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ a cross-receipt with respect to the Authority purchase price for the Purchase Shares executed by the Company. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-38071) for the registration of certain preferred shares of beneficial interest, $.01 par value per share, warrants for purchase of Common Shares and Common Shares under the Securities Act of 1933, as amended (the "Securities Act"), and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and offering thereof from time to timetime in accordance with Rule 415 of the rules and regulations of the Commission under the Securities Act (the "1933 Act Regulations"), and, and the Company has filed such amendment or amendments thereto as may have been required prior to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes execution of this Agreement. For purposes Such registration statement, as amended, has been declared effective by the Commission. A prospectus is to be used in connection with the offering and sale of the Shares to MLI pursuant to this Section 7.01:Agreement (the "Prospectus"). Such registration statement and the prospectus constituting a part thereof (including, in each case, any information deemed to be a part thereof pursuant to Rule 430A(b) of the 1933 Act Regulations and any prospectus supplement relating to the offering of the Shares to MLI pursuant to Rule 415 of the 1933 Act Regulations (a "Prospectus Supplement")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise, are hereinafter referred to as the "Registration Statement," and the "Prospectus," respectively (both of which shall include any

Conditions. SECTION 8.1 Conditions to Each Party's Obligation to Effect the Merger. The Company’s interest in this Agreement may respective obligations of each party to effect the Merger shall be assigned as a whole subject to the fulfillment at or in part, and its interest in prior to the Facilities may be leased, sold, transferred or otherwise disposed Closing Date of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition following conditions: (a) this Agreement and the transactions contemplated hereby shall relieve have been approved and adopted by the requisite vote of the stockholders of the Company from its primary liability for its obligations and Parent under Section 5.01 hereof or applicable law and applicable listing requirements; (b) the shares of Parent Common Stock issuable in the Merger and those to be reserved for issuance upon exercise of stock options or warrants or the conversion of convertible securities shall be made unless have been authorized for listing on the assigneeNasdaq National Market; (c) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, lessee, purchaser and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (e) no preliminary or permanent injunction or other transfereeorder or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, as order or decree lifted); (f) no statute, rule or regulation shall have been enacted by any state or federal government or governmental agency in the case may beUnited States which would prevent the consummation of the Merger or make the Merger illegal; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., prior certified public accountants for Parent, shall have delivered a letter, dated the Closing Date, addressed to or simultaneously with such assignmentParent, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form and substance reasonably satisfactory to the Trustee and the AuthorityParent, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale Merger will not impair the validity under the Act qualify for a pooling of interests accounting treatment if consummated in accordance with this Agreement; and (h) each of the Bonds and will not adversely affect parties to the exclusion of interest on Agreement shall have received a letter dated the Bonds Closing Date, addressed to the Company, from gross income for federal tax purposes. After any leaseErnst & Young, sale, transfer or other disposition of any element or unit of LLP regarding such firm's concurrence with the Facilities, or any interest therein, Company's management's conclusions that no conditions exist related to the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of that would preclude the Facilities Parent's accounting for the purposes Merger with the Company as a pooling of this Agreement by delivering to the Authority interests under Accounting Principles Board Opinion No. 16 if closed and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together consummated in accordance with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other following obligations of the Company hereunder shall be satisfied or fulfilled on or prior to the extent date of each Closing, unless otherwise agreed to in writing by the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, Placement Agent: (a) The Company shall have delivered to the Placement Agent, at the Initial Closing (i) a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company is incorporated; (ii) the certificate of incorporation (as amended) of the Company, as currently in effect, certified by the Secretary of State of the state where the Company is incorporated; (iii) by-laws of the Company certified by the secretary of the Company; and (iv) certified resolutions of the Board of Directors of the Company approving the execution and delivery of this Agreement, the Securities Purchase Agreement and the Placement Agent Warrants, the issuance and sale of the Shares and the issuance of the Warrant Shares upon exercise of the Placement Agent Warrants and the registration of the Registrable Securities. (b) There shall have occurred no event which has a Material Adverse Effect (as defined in the Securities Purchase Agreement) on the Company or any of its businesses, assets, prospects or the Company’s securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect on the Company or the Company’s securities. (d) The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers dated as of the date of such Closing as to the matters set forth in paragraphs 9(a), (b) and (c) of this Agreement and to the further effect that (i) the Company’s interest Company is not in this Agreement shall default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, other agreement or other instrument to which it is a party, except as disclosed in the Memorandum (including the exhibits thereto) and except where such default has not had and could not reasonably be assigned as expected to have a whole or in undivided part, Material Adverse Effect; (ii) the Company’s interest representations and warranties contained in the Facilities shall be leased as a whole or in undivided part this Agreement and the term of Securities Purchase Agreement are true and correct in all respects on such leasehold or date with the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or same force and effect as if made on such date, (iii) there has been no amendment or changes to the Company’s interest in the Facilities shall be sold, transferred certificate of incorporation or otherwise disposed of as a whole by-laws or in undivided part, and (bauthorizing resolutions from those delivered pursuant to Paragraph 9(a) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement; and (iv) no event has occurred which, to with or without the extent lapse of such assignmenttime or giving of notice, leaseor both, salewould constitute a breach of default thereof by the Company, transfer or other disposition, the Company shall be released from and discharged would cause acceleration of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge any obligation of the Company pursuant to clause Company, or could adversely affect the business, operations, financial condition or prospects of the Company. (be) The Placement Agent shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in have received the opinion of such Independent Expert, ▇▇▇▇▇▇ ▇▇▇▇▇▇ dated as of the Fair Value (as hereinafter defined) date of such rights, interests, assets and/or properties Closing in form and substance reasonably satisfactory to the Person acquiring Placement Agent and its counsel. (f) The Company shall have prepared and filed with the same SEC and any states in which such filing is not less than an amount equal required, a Form D relating to 10/7 the sale of the sum of (x) the aggregate principal amount of the Bonds then Outstanding Common Stock and (y) the outstanding principal amount of all such other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which documents and certificates as are being assumed by such Person; providedrequired, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other including documents required pursuant to Section 7.02 hereof together with an instrument signed state securities laws. (g) Subscriptions for at least the Minimum Amount of Shares shall have been accepted by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Company.

Conditions. 4.1 The Company’s interest in this Agreement may be assigned as a whole obligations of Parent and the Investor to consummate the Subscription Closing are subject to the satisfaction or in part, and its interest in waiver of the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition following conditions: (a) shall relieve occurrence of the Company from its primary liability for its obligations under Section 5.01 hereof or Acceptance Time, (b) shall be made unless the assignee, lessee, purchaser or other transferee, as receipt by the case may be, Investor of its portion of the Offer Consideration for each of its Company Shares validly tendered by the Investor and not withdrawn pursuant to the Offer prior to the Acceptance Time, (c) no Law having been enacted, entered, issued or simultaneously promulgated (and remaining in effect) by any Governmental Authority that prohibits, restricts or impedes the consummation of the Subscription Closing and (d) the Investor and its Affiliates shall have received any required approval under the outbound direct investment Laws of the People’s Republic of China (“ODI Approval”) in connection with such assignment, lease, sale, transfer or other disposition, assumes, by delivery the transactions contemplated hereby. 4.2 The obligations of an instrument in writing satisfactory in form Parent to consummate the Subscription Closing are subject to the Trustee and the Authority, all other obligations satisfaction or waiver of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, following conditions: (a) if (i) the Company’s interest representations and warranties of Investor set forth in this Agreement shall be assigned true and correct in all material respects (other than representations and warranties that are qualified as a whole or in undivided partto materiality, (ii) the Company’s interest in the Facilities which representations and warranties shall be leased true and correct in all respects) as a whole or in undivided part of the date of this Agreement and as of the term Subscription Closing Date with the same effect as though made on and as of such leasehold or date (except to the term extent expressly made as of any extension or extensions thereof at the option an earlier date, in which case as of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be soldsuch earlier date), transferred or otherwise disposed of as a whole or in undivided part, and (b) Investor shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the event Subscription Closing and (c) there shall be no action, lawsuit, arbitration, claim or proceeding pending that seeks to enjoin, restrict or impede the assignee, lessee, purchaser or other transferee shall assume the consummation of this Agreement. 4.3 The obligations of the Company under Section 5.01 hereof for Investor to consummate the remaining term Subscription Closing are subject to the satisfaction or waiver of the following conditions: (a) the representations and warranties of Parent set forth in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date of this Agreement, Agreement and as of the Subscription Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such assignmentearlier date), lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) Parent shall have complied with or performed in all material respects its obligations and covenants required to be conditioned upon the delivery complied with or performed by the Company it pursuant to this Agreement at or prior to the Authority and the Trustee of a certificate of an Independent Expert Subscription Closing, (as hereinafter definedc) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released period from and discharged of all liability in respect of such obligations. Anything herein to including the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes date of this Agreement by delivering through and including such date, there shall not have not occurred any Material Adverse Change, (d) there shall be no action, lawsuit, arbitration, claim or proceeding pending that seeks to enjoin, restrict or impede the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes consummation of this Agreement. For purposes Agreement and (e) the Subscription Securities shall be approved for listing, subject to official notice of this Section 7.01:issuance, on the New York Stock Exchange.

Conditions. 7.1 Conditions to Each Party's Obligation To Effect the Merger. ---------------------------------------------------------- The Company’s interest in this Agreement may respective obligations of each party to effect the Merger will be assigned as a whole subject to the fulfillment at or in part, and its interest in prior to the Facilities may be leased, sold, transferred or otherwise disposed Closing Date of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition following conditions: (a) This Agreement and the transactions contemplated hereby shall relieve have been approved in the Company from its primary liability for its obligations under Section 5.01 hereof or manner required by applicable law by the holders of the issued and outstanding shares of capital stock of the Company. (b) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (c) Neither of the parties hereto shall be made unless subject to any order or injunction of a court of competent jurisdiction which prohibits the assigneeconsummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, lesseeeach party agrees to use its reasonable best efforts to have any such injunction lifted. (d) The Form S-4 shall have become effective and shall be effective at the Effective Time, purchaser and no stop order suspending effectiveness of the Form S-4 shall have been issued, no action, suit, proceeding or other transfereeinvestigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing or, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee knowledge of Parent or the Company, be threatened in writing, and all necessary approvals under state securities laws relating to the Authorityissuance or trading of Parent Common Shares to be issued to the Company stockholders in connection with the Merger shall have been received. (e) All consents, all authorizations, orders and approvals of (or filings or registrations with) any Governmental Entity required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other obligations documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, financial condition or results of operations of the Company hereunder Surviving Corporation following the Effective Time. (f) Parent Common Shares to be issued to the extent Company's stockholders in connection with the Merger shall have been approved for listing on the NASDAQ, subject only to official notice of the interest assigned, leased, sold, transferred or otherwise disposed of, issuance. (g) Each of Parent and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoinghave received letters, (a) if (i) dated as of the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, date hereof and (ii) the Company’s interest in the Facilities shall be leased dated as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be soldEffective Time, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel their respective independent public accountants to the effect that the proposed assignment, lease or sale Merger will not impair the validity qualify for "pooling of interests" accounting treatment under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposesAccounting Principles Board Opinion No. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together 16 if consummated in accordance with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve The obligation of the Company from its primary liability for its obligations Purchasers to purchase the Series A Notes under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form this Agreement is subject to the Trustee and the Authority, all other obligations satisfaction or waiver of each of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if following conditions: (i) All the Company’s interest representations and warranties of the Issuer in this Agreement shall be assigned true and correct in all material respects (other than representations and warranties with a materiality qualifier, which shall be true and correct as a whole written) at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, the Issuer shall have performed or complied in undivided partall material respects with all of the agreements and satisfied in all material respects all conditions on its part to be performed, complied with or satisfied pursuant to the Documents; and nothing shall have come to the attention of the Issuer to lead it to believe that any other party to the Documents (other than the Purchasers) has not performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents. (ii) The Offering Circular shall have been printed and copies made available to the Company’s interest in Purchasers not later than 12:00 noon, New York City time, on the Facilities shall be leased as a whole or in undivided part and first business day following the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of this Agreement or at such later date and time as the Bonds or Purchasers may approve. (iii) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Company’s interest Closing Date that would prevent or interfere with the issuance and sale of the Series A Notes; and no stop order suspending the qualification or exemption from qualification of any of the Series A Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or be pending or contemplated as of the Closing Date. (iv) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the issuance or sale of the Series A Notes. No Proceeding shall be pending or threatened other than Proceedings that (A) if adversely determined could not, singly or in the Facilities aggregate, adversely affect the issuance or marketability of the Series A Notes or (B) could not reasonably be expected to have a Material Adverse Effect. (v) The Notes shall be sold, transferred or otherwise disposed of as a whole or have (A) been designated PORTAL securities in undivided partaccordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market, and (bB) in received a rating of B+ and B1 from Standard & Poor's Corporation and Mood▇'▇ ▇▇▇estors Services, Inc., respectively. (vi) The Purchasers shall have received on the event that Closing Date (A) certificates dated the assigneeClosing Date, lessee, purchaser signed by (1) the Chief Executive Officer and (2) the principal financial or other transferee shall assume the obligations accounting officer of the Company under Section 5.01 hereof for the remaining term of this AgreementIssuer, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge on behalf of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assignedIssuer, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) confirming the aggregate principal amount matters set forth in paragraphs (i) through (iv) of the Bonds then Outstanding this Section 9(a) and (y) certifying as to such other matters as the outstanding principal amount of all other obligations Purchasers may reasonably request, (B) a certificate, dated the Closing Date, signed by the Secretary of the Company representing indebtedness for borrowed money Issuer, certifying such matters as the Purchasers may reasonably request and (C) a certificate, dated the Closing Date, signed by the principal financial or for accounting officer of the deferred purchase price of property which are being assumed Issuer substantially in the form previously approved by such Person; provided, further, that after any such assumption, release the Purchasers. (vii) The Purchasers shall have received on the Closing Date an opinion and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, a letter (each reasonably satisfactory in whole or in part, at any time form and from time to time, and, substance to the extent of any such assumption by Purchasers and counsel to the Company (but only to such extentPurchasers), dated the aforesaid assigneeClosing Date, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:of

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other following obligations of the Company hereunder shall be ---------- satisfied or fulfilled on or prior to the extent date of each Closing, unless otherwise agreed to in writing by the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, Offering Agent: (a) The Company shall have delivered to the Offering Agent, at the Initial Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company is incorporated; (ii) the certificate of incorporation of the Company, as currently in effect, certified by the secretary of the Company; and (iii) by-laws of the Company certified by the secretary of the Company. (b) There shall have occurred no event which had a Material Adverse Effect on the Company or its business, assets, prospects or the Company's securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect on the Company or the Company's securities. (d) The Company shall have delivered to the Offering Agent a certificate of its principal executive and financial officers as to the matters set forth in Paragraphs 8(a), (b) and (c) of this Agreement and to the further effect that (i) the Company’s interest Company is not in this Agreement shall be assigned default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or other instrument to which it is a party, except as disclosed in the Prospectus and except where such default has not and will not have a whole or in undivided part, Material Adverse Effect; (ii) the Company’s interest 's representations and warranties contained in this Agreement are true and correct in all respects on such date with the Facilities same force and effect as if made on such date; (iii) there has been no amendment or changes to the Company's certificates of incorporation or by-laws or authorizing resolutions from those delivered pursuant to Paragraph 8(a) of this Agreement; and (iv) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a breach or default thereof by the Company or would cause acceleration of any obligation of the Company, or could adversely affect the business, operations, financial condition or prospects of the Company. (e) The Offering Agent shall be leased have received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Company, dated as of the Closing Date in form and substance reasonably satisfactory to the Offering Agent and its counsel. (f) Subscriptions for at least the Minimum Amount of Offered Shares shall have been accepted by the Company. (g) In addition to the right of the Offering Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a whole or in undivided part and result of the term of such leasehold or the term of any extension or extensions thereof at the option failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement may be terminated by the Offering Agent by written notice to the Company at any time prior to the Initial Closing if, in the Offering Agent's sole judgment, (i) the Company shall extend beyond have sustained a loss that is material to the maturity date Company, taken as a whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited, either generally or specifically, with respect to the Bonds or Company's Common Stock; (iii) material governmental restrictions have been imposed on trading in securities, generally or specifically, with respect to the Company’s interest 's Common Stock (not in force and effect on the Facilities date of this Agreement); (iv) a banking moratorium shall be sold, transferred have been declared by Federal or otherwise disposed New York State authorities; (v) an outbreak of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser major international hostilities or other transferee national or international calamity shall assume have occurred; (vi) the obligations Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Offering Agent reasonably believes is likely to have a Material Adverse Effect on the business, financial condition or financial statements of the Company under Section 5.01 hereof or the market for the remaining term Common Stock; or (vii) there shall have been, in the Offering Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. The Company’s interest obligations of the Initial Purchaser to purchase the Notes under this Agreement are subject to the performance by each of the Company and each of the Guarantors of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions: (a) All of the representations and warranties of the Company and the Subsidiaries contained in this Agreement may and in each of the Transaction Documents shall be assigned true and correct as a whole of the date hereof and at the Closing Date, except to the extent that the failure of such representations and warranties (without giving effect to any “material,” “materiality,” “Material Adverse Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in partthe aggregate would not reasonably be expected to have a Material Adverse Effect. On or prior to the Closing Date, the Company and each other party to the Transaction Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Transaction Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Transaction Documents. No stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Transaction Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and its interest (B) would not, individually or in the Facilities may aggregate, reasonably be leasedexpected to have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Pricing Disclosure Package and the Final Offering Circular, sold, transferred or otherwise disposed of there shall not have been any event that would have a Material Adverse Effect. (e) The Notes shall (i) have been designated PORTAL securities in accordance with the rules and regulations adopted by the Financial Industry Regulatory Authority relating to trading in the PORTAL market, and (ii) be eligible for clearance and settlement through DTC. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a whole or in part lower rating to the Notes than that on which the Notes were marketed. (whether an interest in a specific element or unit or an undivided interest)g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer of the Company and (2) the Chief Financial Officer of the Company, on behalf of the Company, to any Person; provided, however, the effect that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under representations and warranties set forth in Section 5.01 4 hereof and in each of the Transaction Documents are true and correct in all respects, except to the extent that the failure of such representations and warranties (without giving effect to any “material,” “materiality,” “Material Adverse Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, with the same force and effect as though expressly made at and as of the Closing Date, (b) shall the Company has performed and complied with all agreements and satisfied all conditions in all material respects on its part to be made unless the assignee, lessee, purchaser performed or other transferee, as the case may be, satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery since the date of an instrument the most recent financial statements in writing satisfactory in form to the Trustee Pricing Disclosure Package and the AuthorityFinal Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), all no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Pricing Disclosure Package and the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other obligations than as described in the Pricing Disclosure Package and the Final Offering Circular or contemplated hereby, neither the Company nor any Subsidiary of the Company hereunder has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the extent Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, financial condition or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, financial condition or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and each Guarantor, certifying such matters as the Initial Purchaser may reasonably request covering such matters as are customarily covered in such certificates. (iii) a certificate from the Chief Financial Officer of the Company, dated as of the date hereof and as of the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser as to the accuracy of certain numbers contained or incorporated by reference in the Pricing Disclosure Package and the Final Offering Circular, which numbers shall be set forth in a schedule attached to such certificate. (iv) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser or its counsel. (v) the opinion of ▇▇▇▇▇▇▇▇ PC, counsel to the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit A attached hereto. (vi) the opinion of Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, local Colorado counsel to the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit B attached hereto. (vii) the opinion of Carlin, Edwards, ▇▇▇▇▇ & ▇▇▇▇, PLLC, local Michigan counsel to the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit C attached hereto. (viii) the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, local Oregon counsel to the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit D attached hereto. (ix) the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, General Counsel of the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit E attached hereto. (x) the opinion of Proskauer Rose LLP, counsel to the Initial Purchaser, dated the Closing Date, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (xi) a certificate from the U.S. Bank, National Association, as tender agent of the Company, setting forth: (a) the principal amount of 9.5% Notes and 7.5% Notes tendered pursuant to the tender offers, (b) the aggregate total consideration payable with respect to those 9.5% Notes and 7.5% Notes that were tendered prior to the consent payment deadline, (c) the aggregate tender offer consideration payable with respect to the 9.5% Notes and 7.5% Notes that were tendered after the consent payment deadline and prior to the expiration date, (d) the aggregate accrued interest assignedpayable with respect to the tendered 9.5% Notes and 7.5% Notes on the payment date and (e) the total amounts payable with respect to the tendered 9.5% Notes and 7.5% Notes on the Payment Date. (h) The Initial Purchaser shall have received (A) a customary comfort letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, leasedindependent auditors, soldwith respect to the Company, transferred or otherwise disposed ofdated as of the date hereof, in form and substance satisfactory to the Initial Purchaser and its counsel, with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Final Offering Circular and (B) a customary bring-down comfort letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated the Closing Date, in form and substance satisfactory to the Initial Purchaser and its counsel, to the effect that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP reaffirms the statements made in its letter furnished pursuant to clause (A) with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Final Offering Circular. (i) Each of the Transaction Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each of the Transaction Documents. (j) The Amended and Restated Credit Agreement shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed copy of the Amended and Restated Credit Agreement. (k) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Transaction Documents. (l) The terms of each Transaction Document shall conform in all material respects to the description thereof in the Pricing Disclosure Package and the Final Offering Circular. (m) The Collateral Agent shall have received (with a copy for the Initial Purchaser) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Company and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Security Agreement; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its counsel shall be released of and discharged from such obligations satisfied that (A) the Lien granted to the extent so assumedCollateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Pricing Disclosure Package and the Final Offering Circular; and (B) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (n) All Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (m)(i) and (m)(ii) above (collectively, the “UCC Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Collateral Agent (the “Filing Agent”). Notwithstanding The Filing Agent shall have acknowledged in a writing that is reasonably satisfactory to the foregoing, (a) if Collateral Agent and its counsel (i) the CompanyFiling Agent’s interest in this Agreement shall be assigned as a whole or in undivided partreceipt of all UCC Statements, (ii) that the Company’s interest UCC Statements have either been submitted for filing in the Facilities shall appropriate filing offices or will be leased as a whole or submitted for filing in undivided part the appropriate offices within ten days following the Closing Date and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume Filing Agent will notify the obligations Collateral Agent and its counsel of the Company under Section 5.01 hereof for results of such submissions within 30 days following the remaining term Closing Date. (o) Concurrently with the closing of this Agreement, to the extent of such assignment, lease, sale, transfer or other dispositionOffering, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is repurchase not less than an amount equal to 10/7 of the sum of (x) the $392.6 million in aggregate principal amount of the Bonds then Outstanding Company’s outstanding 9.5% Notes and (y) the outstanding not less than $3.5 million in aggregate principal amount of all other obligations of the Company’s outstanding 7.5% Notes. (p) The Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release shall have executed and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, delivered to the extent of any such assumption Initial Purchaser an engagement letter in connection with the Offering in customary form as mutually agreed in good faith by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Initial Purchaser.

Conditions. The Company’s interest in this obligation of any Agent, as agent of the Operating Partnership, at any time ("Solicitation Time") to solicit offers to purchase the Securities, the obligation of any Agent to purchase Securities as principal pursuant to any Terms Agreement may be assigned as a whole or in partotherwise, and its interest the obligation of any other purchaser to purchase Securities shall in each case be subject (1) to the condition that all representations and warranties of the Operating Partnership herein and all statements of officers of the Operating Partnership made in any certificate furnished pursuant to the provisions hereof are true and correct (i) in the Facilities may be leasedcase of an Agent's obligation to solicit offers to purchase Securities, soldat and as of such Solicitation Time and (ii) in the case of any Agent's or any other purchaser's obligation to purchase Securities, transferred or otherwise disposed at and as of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), time the Operating Partnership accepts the offer to any Person; provided, however, that no purchase such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transfereeSecurities and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or simultaneously time of purchase, as the case may be, the Operating Partnership shall have complied with such assignment, lease, sale, transfer all its agreements and all conditions on its part to be performed or other disposition, assumes, by delivery of an instrument in writing satisfactory in form satisfied hereunder; and (3) to the Trustee following additional conditions when and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, as specified: (a) if Prior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be: (i) the Company’s interest Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the Act; the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by such rule; no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall have been commenced or shall be pending before or threatened by the Commission to the knowledge, after due inquiry, of the Company or the Operating Partnership; no stop order suspending the effectiveness of the Registration Statement or the Prospectus shall be in effect and no proceedings for such purpose shall have been commenced or shall be pending before or threatened by the state securities authority of any jurisdiction, to the knowledge of the Company or the Operating Partnership; and all requests for additional information on the part of the Commission shall have been complied with to your satisfaction; (ii) all the representations and warranties of the Company and the Operating Partnership contained in this Agreement shall be assigned true and correct, in all material respects and the Company and the Operating Partnership shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder; (iii) there shall not have occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or the Operating Partnership by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (iv) since the respective dates as of which information is given in the Registration Statement and the Prospectus there shall not have been any material change in the capital stock, partners' equity or long-term debt of the Company, the Operating Partnership or any of the Subsidiaries on a consolidated basis, except as described or contemplated in the Prospectus, or any Material Adverse Effect, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented to such Solicitation Time or at the time such offer to purchase was made, the effect of which in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus and/or the Indenture; and other than as set forth in the Prospectus, no proceedings shall be pending or, to the knowledge of the Company or the Operating Partnership, after due inquiry, threatened against the Operating Partnership or the Company or any Property before or by any federal, state or other commission, board or administrative agency, where an unfavorable decision, ruling or finding could reasonably be expected to result in a Material Adverse Effect; (v) trading generally shall not have been suspended or materially limited on or by, as the case may be, any of the NYSE, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (B) trading of any securities of or guaranteed by the Company or the Operating Partnership shall not have been suspended on any exchange or in any over-the-counter market, (C) a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities, or (D) there shall not have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of such Agent or Agents or of such other purchaser, is material and adverse and which in the judgment of such Agent or Agents or of other purchaser makes it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented at the Solicitation Time or at the time such offer to purchase was made. (b) you shall have received on and as of the Commencement Date, and in the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, a certificate signed by the Chairman of the Board of Directors or President or Chief Executive Officer of the Company and the Chief Financial or Accounting Officer of the Company, in their capacities as officers of the Company, on behalf of the Company for itself and as general partner of the Operating Partnership, satisfactory to you to the effect set forth in subsections 7(a)(i) - (v) of this Section and to the further effect that there has not occurred any Material Adverse Effect, otherwise than as set forth or contemplated in the Prospectus; (c) you shall have received prior to the first sale of Securities pursuant to this Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, an opinion or opinions (satisfactory to you and counsel for the Agents), dated such date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Company and the Operating Partnership, in a form to be agreed upon prior to the first sale of Securities pursuant to this Agreement. (d) you shall have received on and as of the Commencement Date, and in the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, an opinion (satisfactory to you and counsel for the Agents), dated Commencement Date or Time of Delivery, as the case may be, of ▇▇▇▇▇▇▇, ▇▇▇▇▇, Battle & ▇▇▇▇▇▇, L.L.P., special Maryland counsel for the Company, to the effect that: (i) Each of the Company and the Corporate Subsidiaries has been duly incorporated and is validly existing as a whole or corporation in undivided part, good standing under the laws of its respective jurisdiction of incorporation. (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option Each of the Company shall extend beyond and the maturity date of Corporate Subsidiaries has corporate power and authority to own, lease and operate its properties and other assets and to conduct the Bonds business in which it is engaged or proposes to engage, in each case, as described in the Prospectus, and the Company has the corporate power and authority to enter into and perform its obligations under this Agreement and the Indenture. (iii) The issuance of Securities have been duly authorized by the Company on behalf of the Operating Partnership. (iv) This Agreement and any applicable Terms Agreement was duly and validly authorized, executed and delivered by the Company’s interest in , on behalf of itself and the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, Operating Partnership. (v) The execution and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term delivery of this Agreement, to any applicable Terms Agreement and the extent of such assignment, lease, sale, transfer or other dispositionIndenture, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge performance of the Company pursuant to clause (b) shall be conditioned upon obligations and the delivery consummation of the transaction set forth herein and therein by the Company will not require, to the Authority knowledge of such counsel, any consent, approval, authorization or other order of any Maryland court, regulatory body, administrative agency or other governmental body (except as such may be required under the Securities Act or other securities laws) and did not and do not conflict with or constitute a breach or violation of or default under: (A) the Trustee charter or by-laws, as the case may be, of a certificate the Company; and (B) any applicable Maryland law, rule or administrative regulation or any order or administrative or court decree of an Independent Expert (as hereinafter defined) describing the interests so assignedwhich such counsel is aware, leasedexcept in each case for conflicts, soldbreaches, transferred violations or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person defaults that in the same aggregate would not have a Material Adverse Effect. (vi) To the knowledge of such counsel, no Material authorization, approval, consent or a related transactionorder of any Maryland court, stating that governmental authority, agency or other entity is required in connection with the offering, issuance or sale of the Securities hereunder, except such rightsas may be required under Maryland securities, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, blue sky or real estate syndication laws. (vii) The information in the opinion Prospectus under "Description of such Independent Expert, the Fair Value (as hereinafter defined) Common Stock," "Certain Provisions of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 Maryland Law and The Company's Articles of Incorporation and Bylaws" and "Restrictions on Transfers of Capital Stock" and in Part II of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations Registration Statement under Section 5.01 hereof, in whole or in part, at any time and from time to time, andItem 15, to the extent that it constitutes statements of any law, descriptions of statutes, rules or regulations, summaries of documents or legal conclusions, has been reviewed by such assumption counsel and, as to Maryland law, is correct in all material respects and presents fairly the information required to be disclosed therein. (viii) The Company and each of the Corporate Subsidiaries was authorized to enter into the partnership agreement of each Partnership Subsidiary for which the Company or such Corporate Subsidiary, as the case may be, is the general partner. (e) you shall have received prior to the first sale of Securities pursuant to this Agreement or otherwise, if called for by the Company applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, an opinion or opinions (but only satisfactory to such extentyou and counsel for the Agents), dated such date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, special Illinois counsel for the aforesaid assigneeCompany and the Operating Partnership, lesseein a form to be agreed upon prior to the first sale of Securities pursuant to this Agreement. (f) On the Commencement Date, purchaser and in the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other transferee shall be released from and discharged agreement, at the corresponding Time of all liability in respect of such obligations. Anything herein to the contrary notwithstandingDelivery, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. shall have furnished to the Authority Agents a letter, dated the date of its delivery, addressed to the Agents and in form and substance satisfactory to the Agents (and to its counsel), confirming that they are independent public accountants with respect to the Operating Partnership, the Company and the Trustee an opinion of Bond Counsel Subsidiaries as required by the Securities Act and with respect to the effect that financial and other statistical and numerical information contained in the proposed assignmentRegistration Statement and the Prospectus and containing statements and information of the type ordinarily included in accountants' "comfort letters" as set forth in the AICPA's Statement on Auditing Standards 72; (g) You shall have received on and as of the Commencement Date, lease and in the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or sale will not impair otherwise, if call for by the validity applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, an opinion, dated the Commencement Date or Time of Delivery, as the case may be, of ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Agents, as to the certain matters, in a form satisfactory to the Agents. (h) At the Commencement Date and at each Time of Delivery, the Securities shall have the ratings accorded by any "nationally recognized statistical organization," as defined by the Commission for purposes of Rule 436(g)(2) under the Act if and as specified in Schedule I hereto, and the Operating Partnership shall have delivered to ▇.▇. ▇▇▇▇▇▇ Securities Inc. a letter, dated as of such date, from each such rating organization, or other evidence satisfactory ▇.▇. ▇▇▇▇▇▇ Securities Inc., confirming that the Securities have such ratings. Since the date hereof, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the Bonds Company's securities or the Operating Partnership's other securities by any such rating organization, and will not adversely affect no such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the exclusion Securities or any of interest on the Bonds from gross income Company's securities or the Operating Partnership's other securities. (i) At the Commencement Date and each Time of Delivery, counsel for federal tax purposes. After any leasethe Agents shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities, saleas herein contemplated and related proceedings, transfer or other disposition in order to evidence the accuracy of any element or unit of the Facilitiesrepresentations or warranties, or the fulfillment of any interest thereinof the conditions, herein contained; and all proceedings taken by the Operating Partnership and the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part in connection with the issuance and sale of the Facilities Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Agents and counsel for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Agents.

Conditions. Section 6.1. Conditions to Each Party’s Obligations. The Companyrespective obligations of each party to effect the Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) All necessary consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been obtained. (b) No statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by a Governmental Authority that prohibits the consummation of the transactions contemplated by this Agreement shall be in effect. (c) The REIT Stockholder Approval shall have been obtained. Section 6.2. Conditions to the REIT’s interest and the Operating Partnership’s Obligations. The obligations of the REIT and the Operating Partnership to effect the Closing are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) Each of the representations and warranties made by the Advisor Parent in this Agreement may that is qualified by reference to materiality or Material Adverse Effect shall be assigned as a whole or in parttrue and correct, and its interest in each of the Facilities may be leased, sold, transferred or otherwise disposed of other representations and warranties made by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest Advisor Parent in this Agreement shall be assigned true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a whole specified date or time need only be true and correct as of such specified date or time). (b) The Advisor Parent shall have performed and complied in all material respects with each agreement, covenant and obligation required by this Agreement to be so performed or complied with by it at or before the Closing. (c) Since the date of this Agreement, no event, circumstance or change shall have occurred, that individually or in undivided partthe aggregate with one or more other events, circumstances or changes, have had or reasonably would be expected to have, a Material Adverse Effect with respect to the Advisor. (iid) All consents or approvals listed in Section 6.2(d) of the Company’s interest Advisor Disclosure Schedule, and any other consents or approvals the absence of which reasonably would be expected to have a Material Adverse Effect on the Advisor, shall have been obtained and the REIT shall have received copies of such consents in form and substance reasonably satisfactory to the REIT. (e) The Advisor Parent shall have delivered to the REIT a certificate, dated the Closing Date and duly executed by ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or another authorized signatory reasonably acceptable to the REIT, as authorized signatories of the Advisor Parent, in form and substance reasonably satisfactory to the REIT, to the effect of clauses (a) through (d) above. (f) The employment agreements set forth on Section 6.2(f) of the Advisor Disclosure Schedule (collectively, the “Employment Agreements”) shall remain in full force and effect. (g) The Advisor Parent shall have executed and delivered to the Advisor an unconditional release, dated as of the Closing Date, in the Facilities form of Exhibit H, and shall have furnished (a) copy thereof to the REIT, and none of the releases, in the form of Exhibit I, executed and delivered by the executives listed on Section 6.2(g) of the Advisor Disclosure Schedule at or prior to the execution of this Agreement shall have been revoked in accordance with its terms. (h) The Advisor Parent shall have delivered to the REIT, prior to the mailing of the Proxy Statement to the REIT’s stockholders, a counterpart of the Joint Venture Agreement, duly executed by DCTRT, and the Joint Venture Agreement shall remain as of the Closing Date in full force and effect. (i) The Loss Estimate contained in the Loss Certificate delivered by the Advisor Parent shall not have been greater than $5,000,000. Section 6.3. Conditions to the Advisor Parent’s Obligations. The obligations of the Advisor Parent to effect the Closing are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) Each of the representations and warranties made by the REIT and the Operating Partnership in this Agreement that is qualified by reference to materiality or Material Adverse Effect shall be leased as a whole or in undivided part true and correct, and each of the other representations and warranties made by the REIT and the term Operating Partnership in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such leasehold specified date or the term of any extension or extensions thereof at the option time). (b) Each of the Company REIT and the Operating Partnership shall extend beyond have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by it at or before the maturity date Closing. (c) The REIT shall have delivered to the Advisor Parent a certificate, dated the Closing Date and duly executed by the REIT’s Chief Executive Officer or Chief Financial Officer, in form and substance reasonably satisfactory to the Advisor Parent, to the effect of the Bonds or clauses (iiia) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in above. (d) The REIT shall have delivered to the event that the assignee, lessee, purchaser or other transferee shall assume the obligations Advisor Parent a counterpart of the Company under Section 5.01 hereof for Joint Venture Agreement duly executed by the remaining term REIT. (e) None of this Agreement, the releases executed and delivered by the executives listed on Schedule 6.2(g) of the Advisor Disclosure Schedule at or prior to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from execution and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together shall have been revoked in accordance with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:its terms.

Conditions. The several obligations of the Company hereunder and the several obligations of the Underwriters hereunder are subject to the condition that the Registration Statement shall have become effective not later than 5 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters hereunder are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s interest 's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the North American Prospectuses (exclusive of any amendment or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus; and (iii) there shall not have developed, occurred, or come into effect, any occurrence of national or international consequence or any action, governmental regulation, inquiry or other occurrence of any nature whatsoever which, in the opinion of the Underwriters, seriously effects or may seriously effect the Canadian financial markets or the business of the Company and its subsidiaries on a consolidated basis. (b) The Canadian Prospectus shall have been filed with the Canadian Commissions of each of the Qualifying Provinces in accordance with applicable Canadian Securities Laws and receipts therefore shall have been issued by such Canadian Commissions. (c) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) You and the Canadian Affiliates shall have received on the Closing Date an opinion of Jenkens & Gilc▇▇▇▇▇, ▇ Professional Corporation, U.S. counsel for the Company, dated the Closing Date, to the effect that: (i) each U.S. subsidiary of the Company is a corporation validly existing in good standing under the laws of the jurisdiction of its U.S. incorporation and has the corporate power and authority to own its property and to conduct its business as described in the North American Prospectuses and is duly qualified to transact business and is in good standing in each U.S. jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be assigned so qualified or be in good standing would not have a material adverse effect on the Company and its U.S. subsidiaries, taken as a whole or in part, whole; (ii) the execution and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of delivery by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest)of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of U.S. law applicable to the Company or, to such counsel's knowledge, any Person; provided, however, that no such assignment, lease, sale, transfer agreement or other disposition (a) shall relieve instrument binding upon the Company from or any of its primary liability subsidiaries filed as an exhibit to the Registration Statement or the Company's Annual Report on Form 10-K for the year ended December 31, 1996, or, to such counsel's knowledge, any judgment, or decree of any U.S. governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any U.S. governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states of the U.S. in connection with the offer and sale of the Shares; (iii) the statements (1) in the Prospectus under the captions "Business and Properties-- Regulations" and "Description of Capital Stock" and in the first, second, fourth and sixth paragraphs under the caption "Underwriters" and (2) in the Registration Statement under Item 15, in each case only insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (iv) the Shares have been conditionally approved for listing by the NYSE; (v) after due inquiry, such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the North American Prospectuses and are not so described or of any U.S. statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (vi) the Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; and (vii) the Registration Statement and Prospectus (except for financial statements and schedules and other financial and statistical data and the reserve or related data and information included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the rules and regulations of the Commission thereunder. In such opinion such counsel will state that (i) it has no reason to believe that (except for financial statements and schedules and other financial and statistical data and the reserve or related data and information included therein as to which such counsel need not express any belief) the Registration Statement and the prospectus included therein at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) has no reason to believe(except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any belief) the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) You and the Canadian Affiliates shall have received on the Closing Date an opinion of Burnet, Duck▇▇▇▇▇ & ▇alm▇▇, ▇▇nadian counsel for the Company, dated the Closing Date, to the effect that: (i) the Company is a corporation duly incorporated 10 and validly existing under the federal laws of Canada and has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly registered to carry on business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so registered would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained under the heading "Description of Capital Stock" in the Prospectus and the heading "Description of Share Capital" in the Canadian Prospectus; (iii) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not, as at the date of issuance, be subject to any statutory preemptive or similar rights, except for the preemptive rights held by the Texas Pacific Group (or affiliates thereof) on the terms described in the Registration Statement; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable Canadian law or any charter documents or by-laws of the Company or, to such counsel's knowledge, any agreement or other instrument binding upon the Company filed as an exhibit to the Registration Statement or the Company's Annual Report on Form 10-K for the year ended December 31, 1996, or, to such counsel's knowledge, any judgment, or decree of any Canadian governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any Canadian governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by The Toronto Stock Exchange and the securities laws of the various Canadian provinces in connection with the offer and sale of the Shares; (vi) the statements (1) in the Prospectus under the captions "Canadian Taxation and the Investment Canada Act" and "Service and Enforcement of Legal Process" and (2) in the Canadian Prospectus under the captions "Plan of Distribution" and "Description of Share Capital", in each case only insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (vii) subject to general investment provisions, the Shares are eligible investments under the statutes listed in the Canadian Prospectus under the heading "Eligibility for Investment" without the investor having recourse to the so-called "basket" provisions of such statutes; (viii) the Shares have been conditionally approved for listing by the TSE, subject to the Company fulfilling all of the requirements of the TSE in the manner and within the time limites set forth in the Letter of the TSE dated February 5, 1998; (ix) after due inquiry, such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company is a party or to which any of the properties of the Company is subject that are required to be described in the Canadian Prospectuses and are not so described; and (x) the Canadian Prospectus (except for financial statements and schedules and other financial and statistical data and the reserve or related data and information included therein to which counsel need not express any opinion) complies as to form in all material respects with Appendix B of National Policy Statement No. 47 of the Canadian Securities Laws. In such opinion such counsel will state that (i) it has no reason to believe that (except for financial statements and schedules and other financial and statistical data and the reserve or related data and information included therein as to which such counsel need not express any belief) the Canadian Prospectus at the time the Canadian Prospectus was filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) has no reason to believe(except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any belief) the Canadian Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) You shall have received on the Closing Date an opinion of Cravath, Swaine & Moor▇, ▇▇ecial counsel for the Underwriters, dated the Closing Date, covering the matters referred to in subparagraphs (iii) (but only as to the statements in the Prospectus under "Description of Capital Stock" and "Underwriters"), (vii) and the last paragraph of Section 5.01 5(d) above. (g) You shall have received on the Closing Date an opinion of Osler, Hosk▇▇ & ▇arcourt, special counsel for the Underwriters, dated the Closing Date, covering the matters referred to in subparagraphs (iii), (iv) and the last paragraph of Section 5(e) above. With respect to the last paragraph of Section 5(d) and Section 5(e) above, Jenkens & Gilc▇▇▇▇▇, ▇ Professional Corporation, Burnet, Duck▇▇▇▇▇ & Palmer, Cravath, Swaine & Moor▇ ▇▇▇ Osle▇, ▇▇sk▇▇ & ▇arcourt may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement, the Prospectus and, as applicable, the Canadian Prospectus, and any amendments or supplements thereto and review and discussion of the contents thereof with officers of the Company, but are without independent check or verification except as specified. (h) You shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or (b) shall be made unless the assignee, lessee, purchaser or other transfereeClosing Date, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form and substance satisfactory to you, from Deloitte & Touche, Chartered Accountants, Calgary, Alberta, independent public accountants for the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the Trustee financial statements and certain financial information contained in the Registration Statement and the Authority, all other obligations of North American Prospectuses; provided that the Company hereunder to letter delivered on the extent of Closing Date shall use a "cut-off" date not earlier than the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if date hereof. (i) The Underwriters and the Company’s interest Canadian Affiliates shall have received on the Closing Date a legal opinion dated the Closing Date, in this Agreement shall form and substance satisfactory to counsel to the Underwriters, addressed to the Underwriters and the Canadian Affiliates and counsel to the Underwriters from Byer▇ ▇▇▇grain, Montreal, Quebec: (i) regarding compliance with the laws of Quebec relating to the use of the French language in connection with the documents (including the Canadian Prospectus and any amendments or supplements thereto and certificates representing the Shares) to be assigned as a whole or delivered to purchasers in undivided part, Quebec in connection with the offering of the Shares; and (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignmentFrench language version of the Canadian Prospectus (including any supplement or amendment thereto), lease or sale will not impair other than with respect to the validity financial information contained in the Canadian Prospectus under the Act headings o, o and o (collectively, the "Financial Information"), is in all material respects a complete and accurate translation of the Bonds English language version thereof and will that such versions are not adversely affect susceptible to any materially different interpretation with respect to material matter contained therein. (j) The Underwriters and the exclusion of interest Canadian Affiliates shall have received on the Bonds from gross income for federal tax purposes. After any leaseClosing Date an opinion of Deloitte Touche, saleChartered Accountants, transfer or other disposition of any element or unit and Price Waterhouse, Chartered Accountants, dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, addressed to the Underwriters and the Canadian Affiliates and counsel to the Underwriters to the effect that the French language version of the Facilities, or any interest therein, the Company may, at its option, cause Financial Information (in respect of which such element or unit, or interest therein, to no longer be deemed to be part of the Facilities firm has responsibility for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:translating) contained in

Conditions. The Your obligations to solicit offers to purchase Notes as Agent of the Company’s interest in this , your obligations to purchase Notes as principal pursuant to any Terms Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed and the obligations of any other purchaser to purchase Notes will be subject to the accuracy of the representations and warranties on the part of the Company and Texaco herein, to the accuracy of the statements of the Company's or Texaco's officers made in each certificate furnished pursuant to the provisions hereof prior to or concurrently with any such solicitation or purchase, to the performance and observance by the Company as a whole or Texaco of all covenants and agreements herein contained on its part to be performed and observed, in part (whether an interest in a specific element each case, at the time of such solicitation or unit or an undivided interest), purchase and to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition the following additional conditions precedent: (a) No stop order suspending the effectiveness of the Registration Statement shall relieve be in effect and no proceedings for that purpose shall have been instituted or, to your knowledge or the knowledge of the Company from its primary liability for its obligations under Section 5.01 hereof or Texaco shall be contemplated by the Commission; (b) There shall be made unless have been no material adverse change (not in the assigneeordinary course of business) in the financial condition of Texaco and its consolidated subsidiaries, lesseetaken as a whole, purchaser from that set forth in or contemplated by the Prospectus; (c) The following documents shall have been delivered to you at the office of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, your counsel, not later than 4:00 p.m., New York time, on the date hereof, or at such other transferee, as the case may be, prior to time or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, place you and the Company shall be released of and discharged from such obligations may agree upon in writing, but in no event later than the day prior to the extent so assumed. Notwithstanding date on which you begin soliciting offers to purchase Notes or the foregoing, first date on which the Company accepts any offer by you to purchase Notes as principal (a) if the "Commencement Date"): (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided partAn opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., (ii) the Company’s interest in the Facilities shall be leased or such other counsel as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iiiTexaco may designate and as may be approved by you) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of counsel for the Company under Section 5.01 hereof for and Texaco, dated the remaining term of this AgreementCommencement Date, as to the extent of such assignment, lease, sale, transfer or other disposition, matters and in substantially the Company shall be released from and discharged of all liability form set forth in respect of such obligations to the extent so assumed (but only to such extent)Exhibit D hereto; provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:6

Conditions. (a) The Company’s interest obligations of the Investment Entity to cancel the Valero Obligations in this Agreement may exchange for the Shares at the First Exchange Closing and any Optional Closing shall be assigned as a whole subject to the satisfaction (or in partwaiver) of the following conditions: (i) Valero shall have furnished to the Investment Entity an opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., and its interest special counsel to Valero, dated the applicable Closing Date in the Facilities may be leasedform of Exhibit B hereto and of ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, soldGeneral Counsel of Valero, transferred or otherwise disposed dated the applicable Closing Date in the form of by Exhibit C hereto; (ii) the Company private letter ruling (as a described in the Registration Statement) shall remain in full force and effect and shall not have been revoked in whole or in part as of the applicable Closing Date; (whether an interest in a specific element iii) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer permanent injunction or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof order enacted, entered, promulgated, enforced or (b) issued by any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be made unless in effect preventing the assignee, lessee, purchaser transactions contemplated to occur at the First Exchange Closing or other transfereethe Optional Exchange Closing, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, applicable; (aiv) if (iA) the Company’s interest representations and warranties of Valero in this Agreement shall be assigned true and correct in all respects on and as of the applicable Closing Date, with the same effect as if made on the applicable Closing Date, (B) Valero shall have complied with all the covenants and satisfied all the conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the applicable Closing Date and (C) Valero shall have furnished to the Investment Entity a whole certificate of Valero in a form reasonably satisfactory to the Investment Entity, signed by an authorized officer of Valero, in his or her capacity as an officer of Valero and not in undivided parthis or her individual capacity, and dated the applicable Closing Date, to the effect set forth in clauses (A) and (B) above; (A) the representations and warranties of CST Brands in this Agreement shall be true and correct in all respects on and as of the applicable Closing Date, with the same effect as if made on the applicable Closing Date, (B) CST Brands shall have complied with all the covenants and satisfied all the conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the applicable Closing Date and (C) CST Brands shall have furnished to the Investment Entity a certificate of CST Brands in a form reasonably satisfactory to the Investment Entity, signed by the chief executive officer and chief financial officer of CST Brands, dated the applicable Closing Date, to the effect set forth in clause (A) and (B) above; (vi) the Underwriting Agreement has been duly executed and delivered and shall remain in full force and effect and the conditions to the obligations of the Underwriters to purchase and pay for the applicable Shares as set forth in the first paragraph of Section 6 (with respect to Valero and CST Brands only) and Section 6(a), (b), (e), (g), (j), (k) (with respect to Valero and CST Brands only), (m) and (o) of the Underwriting Agreement shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied prior to the applicable closing pursuant to the Underwriting Agreement); and (vii) Valero shall have furnished to the Investment Entity a properly completed and executed (i) United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) and (ii) the Company’s interest certification of non-foreign status substantially in the Facilities form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv). In the event that any of the conditions set forth in this clause (a) shall not have been fulfilled (or waived by the Investment Entity) on the First Exchange Closing Date, this Agreement may be terminated by the Investment Entity by delivering a written notice of termination to Valero and CST Brands. The parties acknowledge and agree that any of their respective rights and/or obligations under the Underwriting Agreement shall not be affected by any such termination of this Agreement. (b) The obligations of Valero to exchange Shares for cancellation of the Valero Obligations at the First Exchange Closing and any Optional Closing shall be leased as a whole subject to the satisfaction (or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option waiver) of the Company following conditions: (i) The Investment Entity shall extend beyond have furnished to Valero an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the maturity date Investment Entity, dated the applicable Closing Date in the form of Exhibit D hereto; (ii) (A) the representations and warranties of the Bonds Investment Entity in this Agreement shall be true and correct in all respects on and as of the applicable Closing Date, with the same effect as if made on the applicable Closing Date, (B) the Investment Entity shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date and (C) the Investment Entity shall have furnished to Valero a certificate of the Investment Entity in a form reasonably satisfactory to Valero, signed by an authorized officer and dated the applicable Closing Date, to the effect set forth in clauses (A) and (B) above; (iii) the Company’s interest private letter ruling (as described in the Facilities Registration Statement) shall be sold, transferred or otherwise disposed of as a remain in full force and effect and shall not have been revoked in whole or in undivided partpart as of the applicable Closing Date; (iv) no statute, and (b) in the event that the assigneerule, lesseeregulation, purchaser executive order, decree, temporary restraining order, preliminary or permanent injunction or other transferee order enacted, entered, promulgated, enforced or issued by any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall assume be in effect preventing the transactions contemplated to occur at the First Exchange Closing or the Optional Exchange Closing, as applicable; (v) the Investment Entity shall have delivered to Valero IRS Form W-9 (or other applicable form or statement specified by the Treasury Department regulation in lieu thereof; and (vi) the Underwriting Agreement shall have been duly executed and delivered and shall remain in full force and effect and the conditions to the obligations of the Company under Section 5.01 hereof Underwriters to purchase and pay for the remaining term applicable Shares as set forth in the first paragraph of this Agreement, Section 6 (with respect to the extent of such assignmentInvestment Entity only) and Section 6(c)(d), lease(f), sale(i), transfer or other disposition, the Company shall be released from and discharged of all liability in (k) (with respect of such obligations to the extent so assumed Investment Entity only) and (but only to such extent); provided, however, that the release and discharge l)-(n) of the Company Underwriting Agreement shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied prior to the applicable closing pursuant to the Underwriting Agreement). In the event that any of the conditions set forth in this clause (b) shall not have been fulfilled (or waived by Valero) on the First Exchange Closing Date, this Agreement may be conditioned upon terminated by Valero by delivering a written notice of termination to the delivery Investment Entity and CST Brands. No representation, warranty or covenant made by the Company Investment Entity in this Agreement shall give rise to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability claim in respect of such obligationstax liabilities. Anything herein to The parties acknowledge and agree that any of their respective rights and/or obligations under the contrary notwithstanding, the Company Underwriting Agreement shall not make be affected by any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes termination of this Agreement. For purposes of this Section 7.01:.

Conditions. The Company’s interest Notwithstanding anything in this Agreement may be assigned as a whole or in part, and its interest in Commitment Letter (including each of the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interestexhibits attached hereto), to the Fee Letters, the Facility Documentation or any Person; provided, however, that no such assignment, lease, sale, transfer other agreement or other disposition (a) shall relieve undertaking concerning the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless financing of the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form Transactions to the Trustee and contrary, the Authority, all other obligations obligation of the Company Commitment Party hereunder to fund the extent of Term Facility on the interest assigned, leased, sold, transferred or otherwise disposed ofClosing Date, and the Company shall be released agreements of and discharged from such obligations the Arranger to perform the services described herein, are subject solely to the extent so assumedconditions specified in Exhibit C hereto, and there are no conditions (expressed, implied or otherwise) to such funding or performance, including compliance with the terms of this Commitment Letter, the Fee Letters or the Facility Documentation, other than those expressly set forth in Exhibit C hereto (such conditions, collectively, the “Limited Conditionality Provisions”), and, upon satisfaction (or waiver by the Commitment Party) of such conditions, the initial funding of the Term Facility shall occur. Notwithstanding anything in this Commitment Letter (including each of the foregoingexhibits attached hereto), (a) if the Fee Letters, the Facility Documentation or any other agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the Company’s interest in this Agreement only representations and warranties, the accuracy of which will be a condition to the availability of the Term Facility on the Closing Date shall be assigned (A) such of the representations and warranties in the Acquisition Agreement made by the Company, the Seller and their respective subsidiaries as are material to the interests of the Lenders, but only to the extent that you have (and/or your applicable affiliate has) the right to terminate your (and/or its) obligations under the Acquisition Agreement or the right not to consummate the Acquisition pursuant to the terms of the Acquisition Agreement as a whole or result of a breach of such representations and warranties in undivided partthe Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the Company’s interest in terms of the Facilities Facility Documentation shall be leased consistent with the Documentation Principles (as defined in Exhibit B) and shall be in a whole or in undivided part and form such that they do not impair the term of such leasehold or the term of any extension or extensions thereof at the option availability of the Company shall extend beyond Term Facility on the maturity date of Closing Date if the Bonds Limited Conditionality Provisions are satisfied (or waived by the Commitment Party) (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreementit being understood that, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability that any security interest in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert any Collateral (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person defined in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value Existing Credit Agreement (as hereinafter defineddefined in Exhibit B)) of such rights, interests, assets and/or properties to the Person acquiring the same is not less or cannot be provided and/or perfected (if applicable) on the Closing Date (other than an amount equal to 10/7 of the sum of (i) any security interest in any Collateral which may be perfected (if applicable) by (x) the aggregate principal amount filing of a financing statement under the Bonds then Outstanding and Uniform Commercial Code (the “UCC”) or (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, delivery to the extent Administrative Agent (or its designee) of any such assumption by the Company certificated equity interests with respect to certificated securities (but only to such extent), the aforesaid assignee, lessee, purchaser and related stock powers or other transferee shall be released from and discharged similar transfer instruments) of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:the

Conditions. The Company’s interest in this Agreement may obligation of Lender to be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of bound by the Company as a whole provisions of this Amendment shall be subject to the fulfillment of the following conditions precedent on or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition before the date hereof: (a) Lender shall relieve have received all of the Company from following, each in form and substance satisfactory to Lender, in its primary liability for its obligations under Section 5.01 hereof sole discretion, and each duly executed by each party thereto, other than Lender: (i) This Amendment; (ii) Second Amendment to Sale and Participation Agreement, dated on or about the date hereof, executed by The CIT Group/Business Credit, Inc. ("CIT Group") (the "Second Amendment to Participation Agreement"); (iii) Modifications to such existing real estate lien documents as shall be required by Lender, duly executed by Borrower; and (iv) All other documents Lender may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or Default has been specifically waived in writing by Lender. (c) Borrower shall have performed and complied with all agreements and conditions contained in the Agreement and the other Agreements which are required to be performed or complied with by Borrower before or on the date hereof. (d) The representations and warranties contained in the Agreement, as amended hereby, and the other Agreements shall be true and correct in all material respects as of the date hereof, with the same force and effect as though made unless on and as of this date. (e) No material adverse change shall have occurred in the assigneebusiness operations, lesseefinancial condition or prospects of Borrower, purchaser or other transfereeand no material adverse litigation shall be pending or, as to the case may beknowledge of Borrower, prior threatened, against Borrower. (f) All corporate and legal proceedings and all documents required to or simultaneously be completed and executed by the provisions of, and all instruments to be executed in connection with such assignmentthe transactions contemplated by, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing this Amendment and any related agreements shall be satisfactory in form and substance to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Lender.

Conditions. The Company’s interest in this Agreement may obligation of Lender to be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of bound by the Company as a whole provisions of this Amendment shall be subject to the fulfillment of the following conditions precedent on or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition before the date hereof: (a) Lender shall relieve have received all of the Company from following, each in form and substance satisfactory to Lender, in its primary liability for its obligations under Section 5.01 hereof sole discretion, and each duly executed by each party thereto, other than Lender: (i) This Amendment; (ii) An agency fee letter agreement, duly executed by Borrower, in favor of Lender; and (iii) All other documents Lender may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or Default has been specifically waived in writing by Lender. (c) Borrower shall have performed and complied with all agreements and conditions contained in the Agreement and the other Agreements which are required to be performed or complied with by Borrower before or on the date hereof. (d) The representations and warranties contained in the Agreement, as amended hereby, and the other Agreements shall be true and correct in all material respects as of the date hereof, with the same force and effect as though made unless on and as of this date. (e) No material adverse change shall have occurred in the assigneebusiness operations, lesseefinancial condition or prospects of Borrower, purchaser or other transfereeand no material adverse litigation shall be pending or, as to the case may beknowled~e of Borrower, prior threatened, against Borrower. (f) All corporate and legal proceedings and all documents required to or simultaneously be completed and executed by the provisions of, and all instruments to be executed in connection with such assignmentthe transactions contemplated by, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing this Amendment and any related agreements shall be satisfactory in form and substance to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Lender.

Conditions. The Company’s interest obligations of the Initial Purchaser to purchase the Notes under this Agreement are subject to the satisfaction (or waiver by the Initial Purchaser) of each of the following conditions: (a) All the representations and warranties of the Company and the Subsidiary Guarantor contained in this Agreement may and in each of the Documents shall be assigned true and correct as a whole of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in partthe aggregate, have or result in a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and its interest (B) would not, individually or in the Facilities may be leasedaggregate, soldhave or result in a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Final Offering Circular, transferred or otherwise disposed of there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in PORTAL. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a whole lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Section 3 hereof and in each of the Documents and the information in the Perfection Certificate are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (whether an interest c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in a specific element the Final Offering Circular (exclusive of any amendment or unit or an undivided interestsupplement thereto after the date hereof), to the knowledge of such officers, no event or events have occurred, no information has become known nor does any Person; providedcondition exist that, howeverindividually or in the aggregate, would have or result in a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Final Offering Circular or contemplated hereby, neither the Company nor the Subsidiary Guarantor has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve are material to the Company from and its primary liability for its obligations under Section 5.01 hereof Subsidiaries, taken as a whole, or (b) shall be made unless entered into any transactions not in the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery ordinary course of an instrument in writing satisfactory in form business that are material to the Trustee and the Authoritybusiness, all other obligations condition (financial or otherwise) or results of operations or prospects of the Company hereunder and the Subsidiary Guarantor, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or the Subsidiary Guarantor that is material to the extent business, condition (financial or otherwise) or results of operations or prospects of the interest assignedCompany and the Subsidiary Guarantor, leasedtaken as a whole, soldand (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, transferred dated the Closing Date, executed by the Secretary of the Company and the Subsidiary Guarantor, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or otherwise disposed ofaccounting officer of the Company substantially in the form previously approved by the Initial Purchaser. (iv) the opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date, in the form of Exhibit A attached hereto. (v) an opinion, dated the Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received from Deloitte & Touche LLP, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that Deloitte & Touche LLP reaffirms the statements made in its letter furnished pursuant to clause (A). (i) Each of this Agreement, the New Credit Agreement, the Indenture, the Collateral Agreements, the Intercreditor Agreement, the Registration Rights Agreement, the Notes and the Guarantees shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each of the Documents. (j) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (k) The terms of each Document shall conform in all material respects to the description thereof in the Final Offering Circular. (l) On the Closing Date, the Company shall be released have paid or caused to have been paid in cash the reasonable fees and expenses of and discharged from such obligations Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the extent so assumed. Notwithstanding Initial Purchaser. (m) The Collateral Agent shall have received (with a copy for the foregoingInitial Purchaser) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Company and the Subsidiary Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Security Agreement; (aii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or the Subsidiary Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its counsel shall be satisfied that (i) the CompanyLien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Final Offering Circular; and (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (n) All Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (m)(i) and (ii) above (collectively, the “Filing Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Collateral Agent (the “Filing Agent”). The Filing Agent shall have acknowledged in a writing reasonably satisfactory to the Collateral Agent and its counsel (i) the Filing Agent’s interest in this Agreement shall be assigned as a whole or in undivided partreceipt of all Filing Statements, (ii) that the Company’s interest Filing Statements have either been submitted for filing in the Facilities shall appropriate filing offices or will be leased as a whole or submitted for filing in undivided part the appropriate offices within ten days following the Closing Date and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume Filing Agent will notify the obligations Collateral Agent and its counsel of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent results of such assignment, lease, sale, transfer or other disposition, submissions within 30 days following the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Closing Date.

Conditions. 6.1 Conditions to the Obligations of Navidec. The Company’s interest in obligations of Navidec to consummate the transactions contemplated by this Agreement may be assigned as a whole are subject to the satisfaction, at or in part, and its interest in before the Facilities may be leased, sold, transferred or otherwise disposed consummation of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition transactions contemplated hereby of each of the following conditions: (a) No action shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof have been taken, and no statute, rule, regulation or (b) order shall be made unless the assigneehave been promulgated, lesseeenacted, purchaser entered, enforced or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form deemed applicable to the Trustee and the Authoritytransactions contemplated hereby by any federal, all other obligations state or foreign government or governmental authority or by any court, domestic or foreign, including entry of the Company hereunder to the extent of the interest assigneda preliminary or permanent injunction, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if which would (i) make the Company’s interest in this Agreement shall be assigned as a whole or in undivided parttransactions contemplated hereby illegal, (ii) the Company’s interest in the Facilities shall be leased as a whole adversely affect BPZ or in undivided part and the term of such leasehold BPZ's right to own its assets or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds operate its business, or (iii) if the Company’s interest in the Facilities shall be soldtransactions contemplated hereby are consummated, transferred subject any officer, director, or otherwise disposed employee of as a whole Navidec to criminal penalties or in undivided part, and to civil liabilities not adequately covered by insurance or enforceable indemnification maintained by Navidec; (b) No action or proceeding before any court or governmental authority, domestic or foreign, by any government or governmental authority or by any other person, domestic or foreign, shall be threatened, instituted or pending which would (i) reasonably be expected to result in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations any way of the Company under Section 5.01 hereof for consequences referred to in clauses (i) through (iii) of paragraph (a) above, or (ii) relate to any person asserting a claim that (A) he, she or it is the remaining term holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, BPZ, or (B) is entitled to all or any portion of this Agreementthe Navidec Common Stock; (c) BPZ shall have complied in all material respects with the agreements and covenants herein, and all representations and warranties of BPZ herein shall be true and correct in all material respects at the time of Closing as if made at that time, except to the extent they expressly relate to an earlier date, and Navidec shall have received a certificate to that effect to the best of the knowledge of BPZ, signed by the President of BPZ; (d) BPZ shall have acquired title to or licenses or leases related to the right to drill for oil and gas on the properties listed on Schedule 6.1(d). Furthermore, Navidec shall receive comfort that the borrowed funds utilized to acquire the rights described in this Section 6.1(d) are issued through facilities that at Closing are not in default and all covenants are at that date in good standing; (e) Navidec and BPZ shall together make arrangements for Navidec to receive debt or equity financing in one or more transactions to close at or prior to Closing, in an amount not less than $3 million, upon such assignmentterms and conditions as are acceptable to Navidec and BPZ (the "Financing"). The proceeds of the Financing will be held in escrow by Navidec and will be released immediately after Closing to be used by Navidec for working capital and general corporate purposes. (f) A Good Standing Certificate of BPZ, leasedated no more than 10 days prior to the Closing Date, salefrom the Secretary of State of Texas; (g) The shareholders of BPZ shall have delivered to Navidec, transfer one or more Certificates representing the BPZ Common Stock, together with a duly executed and completed letter of transmittal and all other dispositiondocuments and materials reasonably required by Navidec to be delivered in connection therewith; and 6.2 Conditions to the Obligations of BPZ. The obligations of BPZ to consummate the transactions contemplated hereby are subject to the satisfaction or waiver, at or before the Company consummation of the transactions contemplated hereby, of each of the following conditions: (a) No action shall have been taken, and no statute, rule, regulation or order shall have been promulgated, enacted, entered, enforced or deemed applicable to the transactions contemplated hereby by any federal, state or foreign government or governmental authority or by any court, domestic or foreign, including the entry of a preliminary or permanent injunction, which would (i) make the transactions contemplated hereby illegal, or (ii) if the transactions contemplated hereby are consummated, subject any officer, director or employee of BPZ to criminal penalties or to civil liabilities not adequately covered by insurance or enforceable indemnification maintained by Navidec; (b) No action or proceeding before any court or governmental authority, domestic or foreign, by any government or governmental authority or by any other person, domestic or foreign, shall be released from threatened, instituted or pending which would reasonably be expected to result in any of the consequences referred to in clauses (i) or (ii) of paragraph (a) above; (c) Navidec shall have complied in all material respects with its agreements and discharged covenants herein, and all representations and warranties of Navidec and Merger Corp. herein shall be true and correct in all liability in respect material respects at the time of such obligations Closing as if made at that time, except to the extent so assumed (but only they expressly relate to such extent); providedan earlier date, however, and BPZ shall have received a certificate to that effect to the release and discharge best of the Company pursuant to clause knowledge of Navidec, signed by the President of Navidec; (bd) The financing for a minimum of $3 million as described in Section 6.1(e) shall be conditioned upon have been concluded. (e) Good Standing Certificates of Navidec and Merger Corp., dated no more than 10 days prior to the delivery Closing Date, from the Secretary of State of Colorado; (f) All necessary third party and governmental consents and approvals required for transactions contemplated hereby shall have been obtained; (g) Navidec shall have delivered to BPZ copies of the resignations of all of the directors of Navidec and Merger Corp. as of the Closing Date, with the exception of Mr. John McKowen, which resignations ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ as of the Closing Date; (h) Navidec shall have delivered to BPZ copies of the Leak Out Agreements executed by the Company individuals listed on Schedule 4.4; and (i) Navidec shall have delivered to the Authority and the Trustee of BPZ a certificate of an Independent Expert (as hereinafter defined) describing or certificates representing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:BPZ Converted Shares.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, obligation of the Investor to purchase and its interest in acquire the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) Shares hereunder shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form subject to the Trustee condition that all representations and the Authority, all warranties and other obligations statements of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released true and correct as of and discharged from such on each of the date of this Agreement and the date of the Closing, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the extent so assumed. Notwithstanding the foregoing, following additional conditions: (a) if The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and the Investor shall have received the Prospectus in accordance with the federal securities laws. (ib) Prior to the Closing Date, there shall not have occurred any change, or any development involving a prospective change, which would constitute a Material Adverse Effect, and that makes it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. (c) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Shares or materially and adversely affect or reasonably be believed to materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Shares or materially and adversely affect or reasonably be believed to materially and adversely affect the business or operations of the Company. (d) The Investor shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, LLP, counsel to the Company, such counsel’s written opinion and written statement, addressed to the Investor and dated the Closing Date, in form and substance as set forth in Exhibit B. (e) The Shares shall have been authorized for quotation on the Nasdaq Global Market, Inc. (f) The JV Agreement and the agreements contemplated thereby, and the Services Agreement shall have been executed and delivered by the parties thereto. (g) The actions taken by the Company’s interest in board of directors to pre-approve the transactions contemplated by this Agreement shall be assigned as a whole or in undivided part, (ii) for purposes of Section 203 of the DGCL and the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company Shareholder Rights Agreement shall not make have been amended or modified in any assignment, lease or sale as provided respect and remain in the immediately preceding paragraph unless it shall have furnished to the Authority full force and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:effect.

Conditions. The Company’s interest Company and each of the Sellers shall use commercially reasonable efforts to cause the conditions set forth in this Agreement may Section 3.01 to be assigned satisfied as a whole or in part, and its interest in soon as practicable following the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest)date hereof, to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve cause Closing to occur as expeditiously as possible following the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term execution of this Agreement, and to consummate the transactions contemplated herein as soon as possible after the satisfaction of the conditions set forth in Article III (other than those to be satisfied at the Closing itself, but subject to such conditions being capable of being satisfied at the Closing); provided that neither the Company nor the Sellers shall be required (a) to expend any funds (other than costs of its representatives and advisors) to obtain any consent from any Governmental Entity or to remedy any breach of any representation or warranty hereunder, (b) to commence any litigation or arbitration proceeding, (c) to offer or grant or otherwise provide any accommodation (financial or otherwise) to any Person, or (d) to provide financing or any other accommodation (other than as set forth in Section 8.09) to the extent Purchaser for the consummation of the transactions contemplated hereby. The Company shall use commercially reasonable efforts to deliver to the Purchaser appropriate payoff letters from the holders of Indebtedness set forth on the Indebtedness Schedule on or prior to the Closing and to make arrangements for such holders of Indebtedness to deliver, subject to the receipt of the applicable payoff amounts, all related Lien releases to the Purchaser as soon as practicable after the Closing. Each of the Company and the Representative will give prompt notice to the Purchaser of any fact, event or circumstance known to it that (i) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Material Adverse Effect or (ii) would cause or constitute a breach of any of its representations, warranties, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article III. If the Company or the Representative delivers a notice pursuant to the prior sentence of this Section 8.04, then each Seller agrees that the Purchaser shall have the absolute right to terminate this Agreement under Section 10.01(b) by written notice to the Company within thirty (30) days after the receipt of such assignmentnotice; provided that, leaseif the Purchaser does not so timely elect to terminate this Agreement, sale, transfer or other dispositionthe Purchaser shall be deemed to have waived any condition to the Closing with respect to the matter expressly set forth in such notice. If a notice is delivered pursuant to this Section 8.04, the Company shall be released from provide information reasonably requested by the Purchaser regarding the circumstances referred to in such notice. The Purchaser and discharged of all liability the Representative shall negotiate in respect of such obligations good faith to determine a reasonable resolution to the extent so assumed (but only to matter set forth in such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company notice prior to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes termination of this Agreement. For purposes the avoidance of doubt, the delivery of any notice pursuant to this Section 7.01:8.04 shall not limit or otherwise affect the post-Closing remedies available to the parties pursuant to this Agreement. In providing any notice pursuant to this Section 8.04, the Company and the Representative shall act in good faith.

Conditions. The Company’s interest in If with respect to the Borrowed Securities, (i) the Company has not performed all of the obligations required to be performed by it under this Agreement may be assigned as a whole on or in part, and its interest in prior to the Facilities may be leased, sold, transferred Closing Time or otherwise disposed any Date of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transfereeDelivery, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond conditions set forth in Section 5 hereof have not been satisfied on or prior to the maturity date Closing Time or any Date of Delivery, as the Bonds case may be, or (iii) any of the Company’s interest conditions set forth in the Facilities applicable Forward Sale Agreement shall be soldnot have been satisfied on or prior to the Closing Time or any Date of Delivery, transferred or as the case may be, (clauses (i) through (iii), together, the “Conditions”), then the Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed Securities otherwise disposed of as a whole or in undivided partdeliverable on such date. In addition, and (b) in the event the Forward Seller determines that the assigneein connection with establishing its commercially reasonable hedge position, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other dispositionin its sole judgment, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed Forward Seller (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (bor its affiliate) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) is unable, after using commercially reasonable efforts, to borrow and deliver for sale the aggregate principal amount full number of Borrowed Securities to be borrowed and sold pursuant to this Agreement at the Bonds then Outstanding and Closing Time or on such Date of Delivery or (y) would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so with respect to all or any portion of such full number of Borrowed Securities, then, in each case and upon notice delivered no later than 9:00 A.M., (Eastern time), at the outstanding principal amount Closing Time or Date of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; providedDelivery, further, that after any such assumption, release and discharge as aforesaidapplicable, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time Forward Seller shall only be required to time, and, deliver for sale to the extent Underwriters on the Closing Time or such Date of any such assumption by Delivery, as the Company (but only to such extent)case may be, the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged aggregate number of all liability in respect shares of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect Common Stock that the proposed assignment, lease Forward Seller or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer its affiliate is able to borrow in connection with establishing its hedge position at or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause below such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:cost.

Conditions. The Company’s interest obligation of the parties to consummate the transaction provided for herein is subject to the satisfaction or waiver of the following conditions, with the conditions set forth in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition clauses (a) shall relieve through (d) being deemed to be the Company from its primary liability for its obligations under Section 5.01 hereof "Initial Conditions" and the conditions set forth in clauses (e) though (h) being deemed to be the "Additional Conditions" and with the Initial Conditions and the Additional Conditions being collectively referred to as the "Conditions:" (a) The issuance to Assignee of a license to operate the Facility as of the Transfer Date or the receipt by Licensee of such assurances as may be reasonably acceptable to it that within a reasonable period of time after the Transfer Date it will be licensed to operate the Facility effective as of the Transfer Date. (b) shall be made unless The receipt of the assignee, lessee, purchaser or other transferee, as Landlord Consent duly executed by Landlord and the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery satisfaction of an instrument in writing satisfactory in form any conditions to the Trustee effectiveness thereof, which Landlord Consent shall provide, at a minimum, for the elimination of the termination rights granted to the Landlord under the Fifth Amendment thereto and the Authority, all other obligations amendment of the Company hereunder Lease, if and to the extent necessary to ensure that it is treated for accounting purposes as an operating, rather than a capital lease, and that Assignee and the Facility are in compliance with any financial covenants contained therein. (c) The satisfaction by Assignee with the results of its due diligence investigation with respect to the Facility, including, but not limited to, its review and approval of the interest assigned, leased, sold, transferred or otherwise disposed structural and environmental condition of, and the Company shall be released of operating systems, including electrical, plumbing and discharged from such obligations HVAC systems, within, the Facility, the title to the extent so assumedFacility, the zoning of the Facility, an ALTA survey of the Facility and the real property on which it is located, a pest inspection report with respect to the Facility. (d) The receipt of Assignee of the approval of its Board of Directors. Notwithstanding On or before September 13, 2002 (or earlier if possible) Assignee shall advise Tenant in writing as to which, if any, of the foregoing, conditions has not been satisfied and setting forth in reasonable detail the reasons therefor (athe "Assignee Objection Notice"). Tenant shall have a period of five (5) days after receipt of the Assignee Objection Notice in which to respond and advise Assignee in writing whether or not it will correct the items to which Assignee has objected in the Objection Notice or, if applicable, give Assignee additional time to resolve the matters to which Assignee has objected in the Assignee Objection Notice (the "Tenant Response Notice"). Assignee shall have five (5) days after receipt of the Tenant Response Notice to advise Tenant in writing whether or not it is prepared to proceed with the transaction or to terminate the transaction (the "Assignee Response Notice"). If Assignee elects to terminate the transaction, then Assignee shall be entitled to the immediate return of the $100,000 ▇▇▇▇▇▇▇ Money deposit previously paid by Assignee to Tenant under the terms of that Letter of Intent dated July 25, 2002 between Assignee and Tenant (the "LOI"). If Assignee elects to proceed with the transaction, then the assignment and assumption provided for herein shall occur five (5) business days after the delivery of the Assignee's Response Notice, subject to the satisfaction of the following Additional Conditions: (e) It shall be a condition to the obligation of each of Tenant and Assignee to consummate the transaction provided for herein that, on the Transfer Date, the representations and warranties of Tenant and Assignee set forth in Section 13 hereof shall be true and correct in all material respects. (f) It shall be a condition to the obligation of Tenant to consummate the transaction provided for herein that, on the Transfer Date, Assignee shall deliver to Landlord its letter of credit or other security in form and substance acceptable to Landlord in the amount of $741,751.65 (the "LC Amount") and Landlord shall return to Tenant Tenant's cash deposit in the LC Amount. (g) It shall be a condition to the obligation of Tenant to consummate the transaction provided for herein that, on the Transfer Date, Assignee shall pay to Tenant the sum of Three Hundred Eight Thousand and no/100 Dollars ($308,000) as consideration for the assignment of the Lease to Assignee and the transfer to Assignee of the other assets described herein (the "Transfer Consideration"). (h) The execution and delivery of a letter duly executed by Tenant and Assignee confirming (i) that, as of the Company’s interest in this Transfer Date, the Facility shall cease to be subject to the terms of the Management Agreement shall be assigned dated as a whole or in undivided partof December 31, 2001 between Tenant and Assignee and (ii) the Company’s interest in the Facilities shall waiver by Assignee of any termination fees which would otherwise be leased due thereunder as a whole or in undivided part and the term result of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:termination.

Conditions. The Company’s interest in this Agreement may obligation of Lender to be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of bound by the Company as a whole provisions of this Amendment shall be subject to the fulfillment of the following conditions precedent on or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition before the date hereof: (a) Lender shall relieve have received all of the Company from following, each in form and substance satisfactory to Lender, in its primary liability for its obligations under Section 5.01 hereof sole discretion, and each duly executed by each party thereto, other than Lender: (i) This Amendment; (ii) Amendment to Sale and Participation Agreement, dated on or about the date hereof, executed by The CIT Group/Business Credit, Inc. ("CIT Group") (the "Amendment to Participation Agreement"); (iii) Modifications to such existing real estate lien documents as shall be required by Lender, duly executed by Borrower; and (iv) All other documents Lender may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) Lender shall have received from CIT Group the payment required to be made by CIT Group to Lender, if any, pursuant to the provisions of the Participation Agreement, as amended by the Amendment to Participation Agreement, in connection with the increase of the CIT Group participation in the Loans. (c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or Default has been specifically waived in writing by Lender. (d) Borrower shall have performed and complied with all agreements and conditions contained in the Agreement and the other Agreements which are required to be performed or complied with by Borrower before or on the date hereof. (e) The representations and warranties contained in the Agreement, as amended hereby, and the other Agreements shall be true and correct in all material respects as of the date hereof, with the same force and effect as though made unless on and as of this date. (f) No material adverse change shall have occurred in the assigneebusiness operations, lesseefinancial condition or prospects of Borrower, purchaser or other transfereeand no material adverse litigation shall be pending or, as to the case may beknowledge of Borrower, prior threatened, against Borrower. (g) All corporate and legal proceedings and all documents required to or simultaneously be completed and executed by the provisions of, and all instruments to be executed in connection with such assignmentthe transactions contemplated by, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing this Amendment and any related agreements shall be satisfactory in form and substance to Lender. (h) Borrower shall have paid to Lender, in immediately available funds, the Trustee closing fee set forth in Section 7 hereof, which closing fee is non- refundable and the Authority, all other obligations shall be deemed fully earned as of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term execution of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Amendment.

Conditions. 5.1 Conditions to Obligations of the Purchaser to Effect the Sale at the First Closing and the Second Closing. The Company’s interest in this Agreement may obligations of the Purchaser to effect the Sale at each Closing shall be assigned as a whole subject to the fulfillment or in part, and its interest in waiver at or prior to each Closing of the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition following conditions: (a) Each representation and warranty by the Seller (including those relating to equity holders of the Seller) set forth in Article 3 shall relieve be true and correct in all material respects as of the Company from its primary liability for its obligations under Section 5.01 hereof or Closing. (b) The Seller shall have performed in all material respects each covenant or other obligation required to be performed by it pursuant to the Transaction Documents prior to the each Closing. (c) The consummation of the transactions contemplated by the Transaction Documents shall not be prohibited by any Legal Requirement or subject the Seller or any of its assets to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity. (d) No action, suit or proceeding shall be pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect the Seller's performance of its obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist. (e) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Seller to effect the portion of the Sale scheduled for such Closing or any other transaction contemplated by the Transaction Documents shall have been duly made unless or obtained and the assigneeSeller shall have delivered copies thereof to the Purchaser. (f) The Seller shall have delivered to the Purchaser a certificate, lesseedated as of the Closing, purchaser or signed by the Chief Executive Manager of the Seller stating that the conditions set forth in Sections 5.1(a) through (e) have been satisfied. (g) The Seller shall have delivered to the Purchaser a copy of the resolutions duly adopted by the Directors Committee of the Seller authorizing the Seller's execution, delivery and performance of the Transaction Documents to which the Seller is a party, the Sale, and all other transfereetransactions contemplated by the Transaction Documents, as in effect as of each Closing, certified by the case may be, Chief Executive Manager of the Seller. (h) The Seller shall have delivered to the Purchaser a certificate (dated not more than five business days prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery the Closing) of an instrument in writing satisfactory in form the Secretary of State of the State of New Jersey as to the Trustee and good standing of the Authority, all other Purchaser in New Jersey. 5.2 Additional Conditions to Obligations of the Purchaser to Effect the Sale at the First Closing. The obligations of the Company hereunder Purchaser to effect the Sale at the First Closing shall be subject to the extent fulfillment or waiver at or prior to the First Closing of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, additional following conditions: (a) if (i) The Seller shall have delivered to the Company’s interest in this Agreement Purchaser a certificate evidencing the Initial Units. 5.3 Additional Conditions to Obligations of the Purchaser to Effect the Sale at the Second Closing. The obligations of the Purchaser to effect the Sale at shall be assigned as a whole subject to the fulfillment or in undivided part, (ii) waiver at or prior to the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option Second Closing of the Company following additional conditions: (a) The Purchaser shall extend beyond have completed the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and Financing. (b) in The Seller shall have delivered to the event that Purchaser a certificate evidencing the assignee, lessee, purchaser or other transferee shall assume Subsequent Units. 5.4 Conditions to Obligations of the Seller to Effect the Sale at the First and Second Closings. The obligations of the Company under Section 5.01 hereof for Seller to effect the remaining term of this Agreement, Sale shall be subject to the extent fulfillment or waiver at or prior to the First Closing and the Second Closing of such assignment, lease, sale, transfer or other disposition, the Company following conditions: (a) Each representation and warranty of the Purchaser set forth in Article 2 shall be released from true and discharged of correct in all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge material respects as of the Company pursuant to clause each Closing. (b) The Purchaser shall have performed in all material respects each covenant or other obligation required to be performed by it pursuant to the Transaction Documents prior to each Closing. (c) The consummation of the transactions contemplated by the Transaction Documents shall not be prohibited by any Legal Requirement or subject the Purchaser to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity. (d) No action, suit or proceeding shall be conditioned upon pending or threatened before any Government Entity the delivery result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect the Purchaser's performance of its obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist. (e) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Purchaser to effect the portion of the Sale scheduled for such Closing or any other transaction contemplated by the Company Transaction Documents shall have been duly made or obtained and the Purchaser shall have delivered copies thereof to the Authority and Seller. (f) The Purchaser shall have delivered to the Trustee of Seller a certificate dated the Closing, signed by the President of an Independent Expert the Purchaser stating that the conditions set forth in Section 5.4 (as hereinafter defineda) describing through (e) have been satisfied. (g) The Purchaser shall have delivered to the interests so assignedSeller a copy of the resolutions duly adopted by the Purchaser's board of directors authorizing the Purchaser's execution, leaseddelivery and performance of the Transaction Documents to which the Purchaser is a party, soldthe Sale, transferred or otherwise disposed of, together with and all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of transactions contemplated by the Company Transaction Documents, as in effect as of the Closing, certified by an officer of the Purchaser. (h) The Purchaser shall have delivered to the same Person in Seller a certificate (dated not more than five business days prior to the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter definedClosing) of such rights, interests, assets and/or properties the Treasurer of the State of New Jersey as to the Person acquiring the same is not less than an amount equal to 10/7 good standing of the sum of (x) the aggregate principal amount Purchaser in New Jersey. 5.5 Additional Conditions to Obligations of the Bonds then Outstanding and (y) Seller to Effect the outstanding principal amount of all other Sale at the First Closing. The obligations of the Company representing indebtedness for borrowed money or for Seller to effect the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, Sale at the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, First Closing shall be subject to the extent fulfillment or waiver at or prior to the First Closing of any such assumption by the Company following additional conditions: (but only a) The Purchaser shall have delivered to such extent), the aforesaid assignee, lessee, purchaser Seller $250,000 in cash or other transferee immediately available U.S. funds. (b) The Purchaser shall be released from and discharged of all liability in respect of such obligations. Anything herein have delivered to the contrary notwithstanding, Seller a certificate representing the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it Shares. (c) The Shares shall have furnished been listed, or approved for listing subject to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignmentissuance, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer Nasdaq SmallCap (or such other disposition of any element market or unit of exchange on which the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Common Stock is then listed).

Conditions. 2.1 The Company’s interest respective obligation of Seller and Purchaser to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) Subject to Section 5.16 hereto, the third party consents set forth on Schedule 2.1 hereto (collectively, the "Authorizations") shall have occurred, been filed or been obtained and not rescinded. Subject to Section 5.8, Seller shall pay the costs associated with obtaining the Authorizations; provided that no party hereto shall have liability to any other arising from or related to any failure to obtain Authorizations of the limited partners of the Partnerships to the transactions contemplated hereby; provided further that no party hereto shall be required to pay to any party providing an Authorization any amount in respect of such Authorization. (b) There shall not (i) be in effect any statute, regulation, order, decree or judgment of any Governmental Entity which makes illegal or enjoins or prevents the consummation of the transactions contemplated by this Agreement or (ii) have been commenced or threatened any action or proceeding by any Governmental Entity which seeks to prevent or enjoin the transactions contemplated by this Agreement. 2.2 The obligation of the Purchaser to effect the transactions contemplated by this Agreement shall be further subject to the satisfaction at or prior to the Closing of the following conditions: (a) The representations and warranties of the Seller in this Agreement may shall be assigned true and correct in all mate- rial respects as a whole or in partof the date hereof and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than representations and its interest in the Facilities may be leased, sold, transferred or otherwise disposed warranties that expressly speak as of by the Company as a whole or in part (whether an interest in a specific element date or unit time (which need only be true and correct as of such date or an undivided interesttime), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or . (b) The Seller shall have performed in all material respects all obligations required to be made unless the assignee, lessee, purchaser performed by it under this Agreement at or other transferee, as the case may be, prior to the Closing. (c) The Seller shall have delivered or simultaneously with such assignmentcaused to be delivered to the Purchaser each of the documents specified in Section 1.4(b) hereof. (d) The Purchaser shall have received from Seller a certificate, leasedated the Closing Date, saleduly executed by an officer of Seller, transfer or other disposition, assumes, by delivery of an instrument in writing reasonably satisfactory in form to the Trustee and the AuthorityPurchaser, all other obligations of the Company hereunder to the extent effect of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if and (ib) above (the Company’s interest "Seller's Officer's Certificate"). 2.3 The obligation of the Seller to effect the transactions contemplated by this Agreement shall be further subject to the satisfaction at or prior to the Closing of the following conditions: (a) The representations and warranties of the Purchaser and Related in this Agreement shall be assigned true and correct in all material respects as of the date hereof and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of a whole specific date or time (which need only be true and correct in undivided partall material respects as of such date or time). (b) The Purchaser and Related shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing. (c) The Purchaser shall have delivered or caused to be delivered to the applicable Seller each of the documents specified in Section 1.4(c) hereof. (d) The Seller shall have received from the Purchaser and Related a certificate, (ii) dated the Company’s interest in the Facilities shall be leased as a whole or in undivided part Closing Date, duly executed by all general partners, an executive officer and the term of chief financial officer or chief accounting officer, if such leasehold or the term of any extension or extensions thereof at the option positions exist, of the Company shall extend beyond Purchaser and Related, reasonably satisfactory in form to the maturity date Seller, to the effect of the Bonds or (iiia) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in above (the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent"Purchaser's Certificate"); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. The obligation of any Agent, as agent of the Company’s interest in this Agreement may be assigned as a whole or in part, at any time ("Solicitation Time") to solicit offers to purchase the Notes, the obligation of any Purchaser to purchase Notes pursuant to any Terms Agreement, and its interest the obligation of any other purchaser to purchase Notes shall in each case be subject (1) to the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are true and correct (i) in the Facilities may be leasedcase of an Agent's obligation to solicit offers to purchase Notes, soldat and as of such Solicitation Time and (ii) in the case of any Purchaser's or any other purchaser's obligation to purchase Notes, transferred or otherwise disposed at and as of by the time the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), accepts the offer to any Person; provided, however, that no purchase such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transfereeNotes and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or simultaneously time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder; and (3) to the following additional conditions when and as specified (it being understood that under no circumstance shall any Agent have any duty or obligation to exercise discretionary judgment on behalf of the Company or any purchaser in respect of the fulfillment of any such assignmentcondition): (a) Prior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission; (ii) there shall not have been any downgrading, nor shall any notice have been given of any intended or potential downgrading or any review or possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act subsequent to the date hereof; (iii) there shall not have been any change, or any development involving a prospective adverse change, in the capital stock or in the long-term debt of the Company or any of its Subsidiaries from that set forth or incorporated by reference in the Registration Statement and Prospectus which would, in the opinion of the Agents, materially impair the investment quality of the Notes; (iv) the Company and its Subsidiaries shall have no liability or obligation, direct or contingent, which is material to the Company and its Subsidiaries, taken as a whole, other than those reflected or incorporated by reference in the Registration Statement and the Prospectus; (v) there shall not have been any adverse change or development involving a prospective adverse change, in the condition, financial or otherwise, of the Company or any of its Subsidiaries or the earnings, affairs, or business prospects of the Company or any of its Subsidiaries, whether or not arising in the ordinary course of business, which would, in the opinion of the Agents, materially impair the investment quality of the Notes; and (vi) there shall not have been any (A) outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the applicable Agent, is material and adverse and would, in the judgment of the applicable Agent, make it impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus, (B) suspension or material limitation of trading in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System or limitation on prices for securities on any such exchange or National Market System, (C) enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Agents materially and adversely affects, or will materially and adversely affect, the business or operations of the Company or any Subsidiary, (D) declaration of a banking moratorium by either federal or New York State authorities or (E) taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the opinion of the Agents has a material adverse effect on the financial markets in the United States. (b) On the Commencement Date, and in the case of a purchase of Notes by a Purchaser pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Company, or such other counsel acceptable to the Agents, shall have furnished to the Agents or the Purchaser, as the case may be, his written opinion, dated the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agents or such Purchaser, as the case may be, to the effect that: (i) the Company and each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority required to carry on its business as described in the Prospectus and to own, lease and operate its properties; (ii) each of the Company and the Subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; (iv) all of the outstanding shares of capital stock of, or other ownership interests in, each of the Subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned by the Company, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature; (v) the statements (A) incorporated by reference in the Prospectus from Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997 and (B) incorporated in the Prospectus from Item 1 of Part II of the Company's Quarterly Reports on Form 10-Q filed since such Annual Report, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (vi) to the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject that are required to be described in the Registration Statement or the Prospectus and are not so described or incorporated by reference, or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or are required to be filed as an exhibit to the Registration Statement that are not so described or filed or incorporated by reference as required; (vii) to the best of such counsel's knowledge, neither the Company nor any of the Subsidiaries is in violation of its respective certificate of incorporation or by-laws except for such violations that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, and, neither the Company nor any of its Subsidiaries is in default in the performance of any obligation, agreement, covenant or condition contained in any bond, debenture, indenture, loan agreement, mortgage, lease or any other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound; (viii) neither the Company nor any of the Subsidiaries has violated any Environmental Law or any provisions of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated thereunder, except for such violations which, singly or in the aggregate, would not have a material adverse effect on the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole; (ix) each of the Company and the Subsidiaries has such Authorizations of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, as are necessary to own, lease, salelicense and operate its respective properties and to conduct its business, transfer except where the failure to have any such Authorization or other dispositionto make any such filing or notice would not, assumessingly or in the aggregate, by delivery have a material adverse effect on the business, prospects, financial condition or results of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations operations of the Company hereunder and its Subsidiaries, taken as a whole; each such Authorization is valid and in full force and effect and each of the Company and its Subsidiaries is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization; and such Authorizations contain no restrictions that are materially burdensome to the extent Company and its subsidiaries, taken as a whole; except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or results of operations of the interest assignedCompany and its subsidiaries, leasedtaken as a whole; (x) the execution, solddelivery and performance by the Company of this Agreement, transferred any applicable Terms Agreement, the Indenture and the Notes and compliance by the Company with all the provisions hereof and thereof will not conflict with or otherwise disposed constitute a breach of any of the terms or provisions of, or a default under, the certificate of incorporation or by-laws of the Company or any of its Subsidiaries or any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound, except for any such conflict, breach or default which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company, any of its Subsidiaries or their respective property; (xi) to the best of such counsel's knowledge, all leases to which the Company or any of its Subsidiaries is a party are valid and binding and no default has occurred or is continuing thereunder which might result in any material adverse change in the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole, and the Company shall and its Subsidiaries enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or such Subsidiary; (xii) each document incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements included therein as to which no opinion need be released expressed) complied as to form when filed with the Commission in all material respects with the Securities Exchange Act of 1934, as amended. (1) the Registration Statement and discharged from such obligations the Prospectus (except for the financial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the Trustees on Form T-1, as to which no opinion need be expressed) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder; and (2) nothing has come to the extent so assumed. Notwithstanding attention of such counsel that would lead such counsel to believe that (except for the foregoingfinancial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the Trustees on Form T-1 as to which no belief need be expressed) (ax) if any part of the Registration Statement when such part became effective or on the date of this Agreement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (iy) the Company’s interest Prospectus on the date hereof contains any untrue statement of a material fact or omits to state a material fact necessary in this Agreement shall be assigned as a whole or in undivided partorder to make the statements therein, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option light of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be soldcircumstances under which they were made, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent)not misleading; provided, however, that the release opinion and discharge belief set forth in clauses (1) and (2) above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Prospectus. The opinion described in Section 6 (b) above shall be rendered to you at the request of the Company and shall so state therein. (c) On the Commencement Date, and in the case of a purchase of Notes by a Purchaser pursuant to clause (b) shall be conditioned upon the delivery a Terms Agreement or otherwise, if called for by the Company applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assignedAgents, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and Agents or such Purchaser, as the Trustee an opinion case may be, their opinion, dated the Commencement Date or Time of Bond Counsel Delivery, as the case may be, to the effect that that: (i) the proposed assignment, lease or sale will not impair the validity under the Act forms of the Bonds Notes have been duly authorized and, when the terms of a particular Note and will not adversely affect its issuance and sale have been duly established in conformity with the exclusion of interest on Indenture, and when such Note has been duly executed and authenticated in accordance with the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit provisions of the Facilities, or any interest therein, Indenture and delivered to and paid for by the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of purchasers thereof in accordance with the Facilities for the purposes terms of this Agreement by delivering and any applicable Terms Agreement, such Note will be entitled to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part benefits of the Facilities for Indenture and will be a valid and binding obligation of the purposes Company, enforceable against the Company in accordance with its terms except (a) as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally and (b) as such enforcement may be limited by general principles of this Agreement. For purposes equity, regardless of this Section 7.01:wheth

Conditions. The Company’s interest obligations of the Initial Purchaser to purchase the Notes under this Agreement are subject to the performance by the Company of its covenants and obligations hereunder and the satisfaction of each of the following conditions: (a) All the representations and warranties of the Company that are qualified by materiality or Material Adverse Effect contained in this Agreement may and in each of the Documents shall be assigned true and correct, and the representations and warranties of the Company contained in this Agreement and in each of the Documents that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects, in each case, as a whole of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied in all material respects with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to be so satisfied would not, individually or in partthe aggregate, reasonably be expected to have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and its interest no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that would not, individually or in the Facilities may be leasedaggregate, soldhave a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Document and the Final Offering Memorandum, transferred there shall not have been any Material Adverse Change. (e) On or otherwise disposed after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of by any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a whole or in part lower rating to the Notes than that on which the Notes were marketed. (whether an interest in a specific element or unit or an undivided interest)f) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the chief executive officer and (2) the chief financial officer of the Company, on behalf of the Company, to any Person; provided, however, the effect that no such assignment, lease, sale, transfer or other disposition (a) the representations and warranties that are qualified by materiality or Material Adverse Effect set forth in Section 4 hereof and in each of the Documents and the Perfection Certificate are true and correct, and the representations and warranties set forth in Section 4 hereof and in each of the Documents and the Perfection Certificate that are not qualified by materiality or Material Adverse Effect shall relieve be true and correct in all material respects with the Company from its primary liability for its obligations under Section 5.01 hereof or same force and effect, in each case, as though expressly made at and as of the Closing Date, (b) shall the Company has performed and complied with all agreements and satisfied all conditions in all material respects on its part to be made unless the assignee, lessee, purchaser performed or other transferee, as the case may be, satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof, no event or simultaneously with such assignmentevents have occurred and no information has become known that, leaseindividually or in the aggregate, salewould reasonably be expected to have a Material Adverse Effect, transfer (d) since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), other dispositionthan as described in the Time of Sale Document and the Final Offering Memorandum or contemplated thereby, assumesthe Company has not incurred any liabilities or obligations, by delivery direct or contingent, not in the ordinary course of an instrument in writing satisfactory in form business, that are material to the Trustee Company, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company, and there has not been any change in the Authority, all other obligations capital stock or long-term indebtedness of the Company hereunder that is material to the extent business, condition (financial or otherwise) or results of operations or prospects of the interest assigned, leased, sold, transferred or otherwise disposed ofCompany, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the secretary of the Company, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company shall be released of and discharged from such obligations to substantially in the extent so assumed. Notwithstanding form previously approved by the foregoing, Initial Purchaser or its counsel. (aiv) if (i) the Company’s interest opinion, in this Agreement shall be assigned as a whole or in undivided partthe form of Exhibit A attached hereto, and (ii) an opinion relating to security interests in the form of Exhibit B attached hereto, each dated the Closing Date, of ▇▇▇▇▇ Day, counsel to the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or . (iiiv) Milling ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., special Louisiana counsel to the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority Initial Purchaser and the Trustee Collateral Agent, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchaser and the Collateral Agent, substantially in the form of Exhibit C attached hereto. (vi) an opinion and 10b-5 letter, each dated the Closing Date, of Bond Counsel White & Case LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (g) The Initial Purchaser shall have received a copy of an executed amendment to, or an executed amendment and restatement of, the Revolving Credit Facility, in form and substance reasonably satisfactory to the Initial Purchaser, and such amendment shall have become (or concurrently with the issuance of the Notes will become) effective. (h) The Company shall have delivered fully executed counterparts of Mortgages in respect of real property owned in fee by the Company, each dated as of the Closing Date, duly executed by the Company, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties to be covered thereby. (i) The Initial Purchaser shall have received the structuring fee set forth in Section 4(b) of the Engagement Letter dated as of September 25, 2009 between the Initial Purchaser and the Company. (j) The Initial Purchaser shall have received from KPMG LLP, independent auditors with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Memorandum, in form and substance reasonably satisfactory to the Initial Purchaser and its counsel, with respect to the financial statements and certain financial information contained in the Time of Sale Document and the Final Offering Memorandum, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser and its counsel, to the effect that KPMG LLP reaffirms the proposed assignment, lease or sale will not impair statements made in its letter furnished pursuant to clause (A) with respect to the validity under financial statements and certain financial information contained in the Act Time of Sale Document and the Final Offering Memorandum. (k) Each of the Bonds Documents shall have been executed and will not adversely affect delivered by all parties thereto, and the exclusion Initial Purchaser shall have received a fully executed original of interest on each Document (other than Mortgages in respect of leasehold interests in real property, deposit account control agreements and securities account control agreements). (l) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, Offering or any interest therein, transaction contemplated in the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required Documents delivered pursuant to Section 7.02 7(j) hereof. (m) The terms of each Document delivered pursuant to Section 7(j) hereof shall conform in all material respects to the description thereof in the Time of Sale Document and the Final Offering Memorandum. (n) The Collateral Agent shall have received (with a copy for the Initial Purchaser) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code (“UCC”) financing statements naming the Company as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Security Agreement; (ii) appropriately completed copies of Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company (under its present name and any name of the Company used during the immediately preceding five year period ending on the Closing Date) as the debtor, together with an instrument signed by an Authorized Company Representative stating copies of such financing statements (none of which shall cover any collateral described in any Collateral Document, other than such financing statements that such element or unitevidence Permitted Liens and financing statements in respect of which UCC-3 termination statements have been delivered pursuant to the immediately preceding clause (ii)); and (iv) the Collateral Agent and its counsel shall be reasonably satisfied that (i) the Lien granted to the Collateral Agent, or interest therein, shall no longer be deemed to be part for the benefit of the Facilities Secured Parties in the collateral described above is of the priority described in the Time of Sale Document and the Final Offering Memorandum; and (ii) no Lien (other than any Lien being released contemporaneously with the issuance of the Notes) exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the purposes benefit of this Agreement. For purposes of this Section 7.01:the Secured Parties, pursuant to a Collateral Document, in each case subject to the Permitted Liens.

Conditions. 8.1 Conditions Precedent to the Obligations of the Purchaser. The Company’s interest obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of the Company and the Sellers contained in this Agreement or in any Ancillary Document to which the Company or the Sellers may be assigned as a whole parties shall be true, complete and accurate in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in partall material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Closing Date with the same effect as if they were made on and as of the Closing Date. (b) The Company and the Sellers shall have performed all obligations and agreements and complied with all covenants contained in this Agreement, and its interest in any Ancillary Document to which any of them is a party, to be performed or complied with by them on or prior to the Closing Date. (c) The Sellers shall have provided to the Purchaser a certificate, dated the Closing Date and signed by each of the Sellers, certifying that each of the conditions set forth in Section 8.1(a) and Section 8.1(b) have been satisfied. (d) The Sellers shall have delivered the final Interim Financial Statements as an update to Schedule 5.12 for all periods through and including the date that is one week prior to the Closing Date. (e) The Final Sources and Uses Spreadsheet shall be in final form acceptable to the Purchaser. (f) All consents, assignments, or approvals from any third Persons (including FERC and any other Government Entities) required to be obtained prior to the Closing in connection with the consummation by the Parties of the transactions contemplated hereby, including those set forth on Schedule 5.3, shall have been obtained and shall be in full force and effect and the Purchaser shall have received evidence that these consents or approvals have been obtained. All notice periods required by the New Jersey Board of Public Utilities or any other Government Entity in connection with the consummation of the transactions contemplated hereby shall have expired without adverse action by such Government Entity. (g) The Sellers shall have filed or caused to be filed UCC financing statement amendments terminating all existing liens on the Membership Interests. (h) The Sellers shall have delivered to the Purchaser written notice from First Capital in accordance with Section 7.3. (i) The Sellers shall have delivered duly executed Assignments to the Purchaser transferring the Membership Interests free from any Encumbrances. (j) The Sellers shall have caused Newco to enter into the Management Services Agreement and shall deliver to the Purchaser such agreement duly executed on behalf of Newco. (k) The Sellers shall have caused Newco to deliver an Assignment and Assumption Agreement in the Facilities may be leased, sold, transferred or otherwise disposed form of by Exhibit C attached hereto (the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest“Assignment and Assumption Agreement”), evidencing the transfer to any Person; provided, however, that no Newco of the Excluded Liabilities and the Excluded Assets. (l) The Sellers shall have caused Newco to enter into the Secured Note and shall deliver to the Purchaser such assignment, lease, sale, transfer agreement duly executed on behalf of Newco. (m) The Sellers shall have delivered to the Purchaser a good standing certificate (or other disposition (aits equivalent) shall relieve for the Company from its primary liability for its obligations under the secretary of state or similar Government Entity of Delaware and each jurisdiction where the Company is authorized to do business. (n) Each of the Sellers shall have delivered to the Purchaser a certificate pursuant to Treasury Regulations Section 5.01 1.1445-2(b) that such Seller is not a foreign person within the meaning of Section 1445 of the Code. (o) The Sellers shall have delivered to the Purchaser such other documents or instruments as the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (p) From the date hereof to the Closing, there shall not have occurred any event which alone or taken together with other events would have a Material Adverse Effect on the Company (bwhether or not such change is or has been referred to or described in any Schedule to this Agreement, any supplement thereto or any other document or statement). (q) Prior to the Closing Date, the Sellers shall have caused the Company to make any deficient filings or otherwise take all actions necessary to bring the Company into full compliance with the rules and regulations of the FERC and all other Government Entities. (r) All filings with all Government Entities required to be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously Closing in connection with such assignment, lease, sale, transfer or other disposition, assumes, the transactions contemplated by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided parthave been made, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term all orders, permits, waivers, authorizations, exemptions and approvals of such leasehold or entities required to be in effect on the term of any extension or extensions thereof at Closing Date in connection with the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of transactions contemplated by this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it Agreement shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:been issued.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve The obligation of the Company from its primary liability for its obligations under Section 5.01 hereof parties hereto is subject to no applicable governmental authority having enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which has the effect of making the consummation of the transactions contemplated by this Agreement illegal or otherwise enjoining, restraining or prohibiting consummation of the transactions contemplated by this Agreement. (b) The obligation of the Investor to consummate the transactions contemplated by this Agreement shall be made unless subject to the assignee, lessee, purchaser or other transferee, as the case conditions (which may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument be waived in writing satisfactory in form to (email being sufficient) by the Trustee Investor) that (i) all representations and the Authority, all other obligations warranties of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest contained in this Agreement shall be assigned true and correct in all material respects as a whole of the date hereof (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in undivided part, all respects); and (ii) the Company’s interest Company shall have performed, satisfied and complied in all material respects with all obligations, covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it on the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option date hereof. (c) The obligation of the Company to consummate the transactions contemplated by this Agreement shall extend beyond be subject to the maturity date conditions (which may be waived in writing (email being sufficient) by the Company) that (i) all representations and warranties of the Bonds Investor contained in this Agreement shall be true and correct in all material respects as of the date hereof (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (iiias defined below), which representations and warranties shall be true and correct in all respects); and (ii) the Company’s interest Investor shall have performed, satisfied and complied in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together material respects with all other rightsobligations, interestscovenants, assets and/or properties assignedagreements and conditions required by this Agreement to be performed, leased, sold, transferred satisfied or otherwise disposed of complied with by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:date hereof.

Conditions. The CompanyIn addition to Purchaser’s interest in absolute right to terminate this Agreement Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be assigned as a whole or waived in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part by Purchaser by written waiver at or prior to the Closing Date: A. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price and with such endorsements as Purchaser shall require. B. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. C. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. D. The physical condition of the Property shall not have materially changed since the Effective Date. E. All tenants of the Leases shall be occupying the Property and operating its business at the Property and none of them shall be in default in the payment of rent or performance of any other material obligation under the Leases. F. Purchaser shall have made application to a lender of Purchaser’s choice for a loan upon terms and in an amount which shall be to the complete subjective satisfaction of Purchaser, such loan application shall have been accepted by the lender of Purchaser’s choice, and such lender shall have given final approval of such loan, all loan conditions shall be met, and such loan shall be fully funded at closing. G. Notwithstanding that certain of Seller's representations and warranties may be limited to the extent of actual knowledge of the facts stated therein, it shall be a condition precedent to Purchaser's obligation to conduct Closing that the facts stated in all such representations and warranties shall be correct as of the time of Closing. H. Seller will deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (whether an interest the “Estoppel Certificates”) from Ingles, C. S. Services and Amedisys hereinafter referred to as the “Key Tenants” and from other tenants representing at least seventy percent (70%) of leased area of the Property, exclusive of the area of the Property leased to the Key Tenants under the Leases, in a specific element the form attached hereto as Exhibit “D” or unit or an undivided interest), upon any similar form required by any lender to any PersonPurchaser; provided, however, that no if a form of estoppel certificate is attached to or otherwise prescribed in an applicable Lease, then such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) form shall be made unless deemed to be acceptable to Purchaser. Seller shall deliver all of the assigneerequired Estoppel Certificates to Purchaser prior to Closing in the required form, lesseewithout modification, purchaser each Estoppel Certificate shall not be dated more than sixty (60) days before Closing, and each such Estoppel Certificate shall state no claim of offset by the tenant, no default by Seller under the Leases and no circumstance which would with the giving of notice or other transferee, as passing of time be a default by Seller under any Lease within the case may beaforesaid time period. Seller will deliver to Purchaser, prior to or simultaneously with such assignmentClosing, duly executed originals of guarantee estoppels from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ (guarantors of La Vaquerita Mexican Restaurant lease), sale▇▇▇▇ ▇▇▇▇▇ (guarantor of My Kidz Dentist lease), transfer or other disposition, assumes, by delivery ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (guarantor of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed ofConnie’s Creative Hair Salon lease), and the Company shall be released ▇▇▇▇▇ ▇▇▇▇▇▇▇ (guarantor of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoingGiovanni’s lease), (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased form attached hereto as Exhibit “E” without material modification. I. Seller will deliver to Purchaser, prior to Closing, duly executed originals of subordination, nondisturbance agreements (the “SNDA Agreements”) from each Key Tenant and any tenant that has recorded a whole memorandum of lease or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest similar document in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) land records under the Leases in the event that the assignee, lessee, purchaser form attached hereto as Exhibit “F” or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, upon any similar form required by any lender to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent)Purchaser; provided, however, that the release and discharge if a form of the Company pursuant SNDA Agreement is attached to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed ofprescribed in an applicable Lease, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that then such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee form shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part acceptable to Purchaser. Seller shall deliver all of the Facilities for SNDA Agreements without material modification prior to Closing. J. Seller will deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (“REA Estoppel”) from the purposes owners of this the adjacent parcels that currently are occupied by Waffle House, ▇▇▇▇ Car Wash, McDonald’s and Carrolton Beverage (the “REA Parties”) which are subject to any Reciprocal Easement Agreement or Easement with Covenants and Restrictions or similar agreement (the “Restrictive Agreement”), if any, in the form attached hereto as Exhibit “G”, by delivering which the REA Parties shall certify that the Restrictive Agreement is in full force and effect, has not been modified or amended in any way, and to the Authority best knowledge of the party giving the estoppel, the Seller is not in default under the applicable instrument and all amounts, if any, owing under the Restrictive Agreement have been paid in full by Seller. K. Seller will deliver to Purchaser the Notice of Waiver or Termination by Ingles no later than February 1, 2016. In the event that Seller does not deliver to Purchaser the Notice of Waiver or Termination by Ingles by February 1, 2016, this Contract shall automatically terminate and neither Purchaser nor Seller shall have any further responsibility to each other under this Contract. Except with respect to the condition in Section 8 (K) herein, in the event any of the foregoing conditions to the Closing are not satisfied or waived in writing by Purchaser as of the Closing Date, then Purchaser may either (i) extend the date for Closing for a maximum of thirty (30) days until such conditions are satisfied, or (ii) terminate this Contract and have the Deposit refunded together with accrued interest or (iii) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed; provided, however that, if such failure of condition also constitutes or is accompanied by a default by Seller hereunder, Purchaser shall have all rights and remedies as set forth in Section 13 herein. If Purchaser has extended the date for Closing for a maximum of thirty (30) days and the Trustee condition(s) are still not satisfied as of the agreements extended date for Closing, then Purchaser may (i) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed or other documents required pursuant to Section 7.02 hereof (ii) terminate this Contract and have the Deposit refunded together with an instrument signed accrued interest; provided, however, that if such failure of condition also constitutes or is accompanied by an Authorized Company Representative stating that such element or unita default by Seller hereunder, or interest therein, Purchaser shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this have all rights and remedies as set forth in Section 7.01:13 herein.

Conditions. 5.01 Conditions for the Benefit of the Licensee (1) The Company’s interest closing of the transactions contemplated herein is subject to the following conditions which are for the exclusive benefit of the Licensee to be performed or complied with at or prior to the Closing Date: (a) the representations and warranties of the Vendor set forth in Section 3.01 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Vendor and all directors, officers of the Vendor or any member thereof shall release the Licensee or any member thereof from any and all possible claims against the Vendor or any member thereof arising from any act, matter or thing arising at or prior to the Time of Closing; (d) there shall be a comprehensive pro forma non-competition agreement with objectively reasonable terms entered into between the Licensee, the Vendor or any member thereof preventing the Vendor from competing, detracting or undermining the Licencee’s rights and interests in the Licenced Product; (e) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Licensee at or prior to the Time of Closing shall not have been performed or complied with at or prior to the Time of Closing, the Licensee may, without limiting any other right that the Licensee may be assigned as a whole or in parthave, at its sole option: (i) rescind this Agreement by notice to the Vendor, and in such event the Licensee shall be released from all obligations hereunder at which time the Vendor agrees to pledge and assign its interest Consideration Shares back to the Licensee; or (ii) waive compliance with any such term, covenant or condition in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), on such terms as may be agreed upon without prejudice to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from of its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery rights of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) rescission in the event that the assigneeof non-performance of any other term, lessee, purchaser covenant or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, condition in whole or in part, at . (2) The Vendor shall indemnify and save harmless the Licensee from and against any time and liabilities whatsoever arising from time any breach of this Agreement. The Vendor agrees to time, and, grant a first priority security interest to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in Licensee with respect of such obligations. Anything herein to the contrary notwithstanding, the Company Consideration Shares and this Agreement shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities constitute a security agreement for the purposes of this Agreement by delivering the Licensee perfecting its security interest in the Consideration Shares. The Vendor further pledges and agrees to surrender and assign all Consideration Shares to the Authority and Licensee in the Trustee event the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes Vendor commits any breach of this Agreement. For purposes of this Section 7.01:.

Conditions. The several obligations of the Selling Stockholder to sell the Shares, to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the conditions that the Registration Statement shall have become effective prior to the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date (i) a certificate, dated the Closing Date and signed by an executive officer of the Company’s interest , to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (ii) a certificate, dated the Closing Date and signed by an executive officer of GE, to the effect that the representations and warranties of GE contained in this Agreement are true and correct as of the Closing Date and that GE has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. Each officer signing and delivering each such certificate may be assigned rely upon the best of his or her knowledge as a whole or to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Closing Date, in partform and substance reasonably satisfactory to the Representatives. (d) The Underwriters shall have received on the Closing Date an opinion of ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for GE, dated the Closing Date, in form and its interest substance reasonably satisfactory to the Representatives. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. With respect to the negative assurance letter referenced in Section 6(c) above, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may state that their opinions and beliefs in such letter are based upon their participation in the Facilities preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(d) above, ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely upon an opinion or opinions of counsel for the Selling Stockholder and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Selling Stockholder contained herein and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholder is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of any such other documents and instruments shall be leaseddelivered to you and shall be in form and substance satisfactory to your counsel and (D) ▇▇▇▇, sold▇▇▇▇▇, transferred or otherwise disposed Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions and negative assurance letters, as applicable, of by ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP described in Sections 6(c) and 6(d) above (and any opinions of counsel for the Company as a whole or Selling Stockholder referred to in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (bimmediately preceding paragraph) shall be made unless rendered to the assignee, lessee, purchaser Underwriters at the request of the Company or other transfereethe Selling Stockholder, as the case may be, prior to and shall so state therein. (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, from Deloitte & Touche LLP, independent registered public accountants for the Company, one or simultaneously with such assignmentmore letters dated the date hereof or the Closing Date, leaseas the case may be, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form and substance satisfactory to the Trustee Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreements, each substantially in the forms attached as Exhibit A hereto, between (i) you and GE and (ii) you and certain officers and directors of the Company each listed in Schedule III hereto, relating to sales and certain other dispositions of shares of Common Stock and/or certain other securities, delivered to you on the date hereof, shall be in full force and effect on the Closing Date. (h) The Underwriters shall have received such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Firm Shares and other matters related to the issuance of such Firm Shares. (i) The Debt-for-Equity Exchange shall have been consummated (i) in accordance with the terms and conditions of the Exchange Agreement and (ii) consistent with the description thereof set forth in the Time of Sale Prospectus and the Prospectus. (j) The Financial Industry Regulatory Authority, all other Inc. has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Shares. (k) The several obligations of the Company Underwriters to purchase Additional Shares hereunder are subject to the extent delivery to you on the applicable Option Closing Date of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if following: (i) (A) a certificate, dated the Option Closing Date and signed by an executive officer of the Company’s interest in this Agreement shall be assigned , confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(i) above remains true and correct as of such Option Closing Date and (B) a whole or in undivided partcertificate, dated the Option Closing Date and signed by an executive officer of GE, confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(ii) above remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company’s interest , each dated the Option Closing Date, in connection with the Facilities shall Additional Shares to be leased purchased on such Option Closing Date and otherwise to the same effect as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or opinion required by Section 6(c) above; (iii) an opinion of ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for GE, dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) an opinion and negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (v) one or more letters dated the Option Closing Date, in form and substance satisfactory to the Representatives, from Deloitte & Touche LLP, independent registered public accountants for the Company’s interest , substantially in the Facilities same form and substance as the letter furnished to the Underwriters pursuant to clause 6(f) hereof; provided that each such letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be soldsold on such Option Closing Date and other matters related to the issuance of such Additional Shares. In addition to the above, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof Underwriters to purchase and pay for the remaining term of Shares pursuant to this Agreement, Agreement are subject to the extent Selling Stockholder having received a counterpart of such assignmentthe Exchange Agreement that shall have been executed and delivered by a duly authorized officer of GE, lease, sale, transfer or other disposition, and GE having delivered the Company shall be released from and discharged of all liability in respect of such obligations Shares to the extent so assumed (but only to such extent); provided, however, that Selling Stockholder in accordance with the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Exchange Agreement. For purposes of this Section 7.01:.

Conditions. In addition to being subject to the satisfaction of the conditions contained in Article III, the obligation of Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions: (i) The Company’s interest requested Letter of Credit has an expiration date that is not more than 365 days after the date of issuance and is at least 5 Business Days prior to the Termination Date, unless the Undrawn Amount of such Letter of Credit is Cash Collateralized in this a manner reasonably satisfactory to Issuing Bank; (ii) Borrower Agent has delivered to Issuing Bank, at such times and in such manner as Issuing Bank may prescribe, an LC Application Agreement and such other documents and materials as may be assigned as a whole or required pursuant to the terms thereof, all satisfactory in partform and substance to Issuing Bank, and the terms of the proposed Letter of Credit shall be satisfactory in form and substance to Agent and Issuing Bank; (iii) as of the date of issuance, no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its interest in terms to enjoin or restrain Issuing Bank from issuing the Facilities may be leasedLetter of Credit and no law, sold, transferred rule or otherwise disposed of by the Company as a whole regulation applicable to Issuing Bank and no request or in part directive (whether an interest or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit or request that Issuing Bank refrain from issuing letters of credit generally or the issuance of that Letter of Credit; (iv) after the issuance of the requested Letter of Credit, the aggregate maximum amount then available for drawing under Letters of Credit shall not exceed any limit imposed by Applicable Law upon Issuing Bank, the aggregate LC Obligations shall not exceed $15,000,000 and the conditions set forth in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b2.01(a) shall be made unless satisfied; and (v) the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder proposed Letter of Credit is satisfactory to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, Agent and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest Issuing Bank in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:their discretion.

Conditions. The Company’s interest obligations of the Initial Purchaser to purchase the Notes under this Agreement are subject to the satisfaction of each of the following conditions or waiver thereof by the Initial Purchaser: (a) All the representations and warranties of the Company and its Subsidiaries contained in this Agreement may and in each of the Documents shall be assigned true and correct as a whole of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in partthe aggregate, have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and its interest (B) would not, individually or in the Facilities may be leasedaggregate, soldhave a Material Adverse Effect, transferred or otherwise disposed except as disclosed in the Final Offering Circular. (d) Subsequent to the respective dates as of which data and information is given in the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a whole lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or in part (whether an interest in a specific element or unit or an undivided interest)accounting officer of the Company, on behalf of the Company, to any Person; provided, however, the effect that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under representations and warranties set forth in Section 5.01 4 hereof or and in each of the Documents, are true and correct in all respects, as of the date hereof and at the Closing Date, (b) shall be made unless the assignee, lessee, purchaser or Company and each other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form party to the Trustee Documents (other than the Initial Purchaser) have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the AuthorityDocuments (other than conditions to be satisfied by such other parties, all which failure to satisfy would not, individually or in the aggregate, have a Material Adverse Effect), (c) at the Closing Date or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other obligations than as disclosed in the Final Offering Circular or contemplated hereby, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circular or contemplated hereby, neither the Company nor any Subsidiary of the Company hereunder has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the extent Company and its Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the interest assignedCompany and its Subsidiaries, leasedtaken as a whole, soldand there has not been any change in the Capital Stock or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, transferred condition (financial or otherwise disposed ofotherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and the Guarantors, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in a form satisfactory to the Initial Purchaser. (iv) the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Company, and local counsel for the Company and the Guarantors, dated the Closing Date, in form reasonably satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (v) an opinion, dated the Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received (I) from E&Y, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary "bring down" comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that E&Y reaffirms the statements made in its letter furnished pursuant to clause (I)(A) above and (II) from KPMG LLP, independent auditors, with respect to Target, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular relating to Target, and (B) a customary "bring down" comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that E&Y reaffirms the statements made in its letter furnished pursuant to clause (II)(A) above. (i) Each of the Documents shall have been executed and delivered by all parties thereto, and the Company Initial Purchaser shall have received a fully executed original of each Document. (j) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (k) The Initial Purchaser shall have received the Final Offering Circular, and the terms of each Document shall conform in all material respects to the description thereof in the Final Offering Circular. (l) None of the parties to any of the Documents are in breach or default in any material respect under their respective obligations thereunder. (m) The Collateral Agent and its counsel shall be released satisfied that, concurrent with the purchase of and discharged from such obligations to the extent so assumed. Notwithstanding Notes hereunder by the foregoingInitial Purchaser, (a) if (i) the Company’s interest Lien granted to the Collateral Agent, for the benefit of the Secured Parties in this Agreement shall be assigned as a whole or the collateral is of the priority described in undivided part, the Final Offering Circular; and (ii) no Lien exists on any of the Company’s interest collateral other than the Lien created in favor of the Facilities shall be leased as Collateral Agent, for the benefit of the Secured Parties, pursuant to a whole or Collateral Agreement, in undivided part and each case subject to the term of such leasehold or the term of any extension or extensions thereof at the option Permitted Liens. (n) All information certified to by an officer of the Company shall extend beyond in the maturity date Perfection Certificate, to be dated as of the Bonds or (iii) the Company’s interest in the Facilities Closing shall be sold, transferred or otherwise disposed of true and correct as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Closing Date. (o) The Company shall be released from and discharged of have deposited all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon gross proceeds received from the delivery by Offering into the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed ofEscrow Account, together with all other rightssufficient cash to yield the Escrow Redemption Price, interestsplus accrued but unpaid interest to, assets and/or properties assignedbut excluding, leased, sold, transferred or otherwise disposed of by the Company to the same Person Escrow Redemption Date (both as defined in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities Offering Circular and for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:7(o), assuming an Escrow Redemption Date of January 31, 2005) for all of the Notes and shall have provided to the Initial Purchaser evidence thereof reasonably satisfactory to the Initial Purchaser. (p) The Company shall have paid all fees payable to the Initial Purchaser under Section 3 hereof.

Conditions. The Company’s interest obligation of the Initial Purchaser to purchase the Notes or the Offered Shares, under this Agreement is subject to the satisfaction of each of the following conditions or waiver thereof by the Initial Purchaser: (a) All the representations and warranties contained in this Agreement may and in each of the Documents shall be assigned true and correct as a whole of the date hereof and at the First Closing Date as though then made and, with respect to the Optional Additional Shares, as of each Option Closing date as though then made. On or prior to the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied in all material respects with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in partthe aggregate, have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes or the Offered Shares, in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, prevent the consummation of the Offerings or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes or the Offered Shares, and its interest (B) would not, individually or in the Facilities may be leasedaggregate, soldhave a Material Adverse Effect, transferred or otherwise disposed except as disclosed in the Final Offering Circulars. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Circulars and the Final Offering Circulars, there shall not have been any Material Adverse Change. (e) The Notes and the Offered Shares shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the Company as a whole or National Association of Securities Dealers, Inc. relating to trading in part the PORTAL market. (whether an interest in a specific element or unit or an undivided interest)f) The Underlying Securities shall have been approved for listing on the American Stock Exchange, to the extent required by such exchange, subject only to notice of issuance. (g) On or after the date hereof, (i) there shall not have occurred any Person; provideddowngrading, howeversuspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or the Goldking Entities or any securities of the Company or the Goldking Entities (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or the Goldking Entities or any securities of the Company or the Goldking Entities by any such rating organization and (iii) no such assignmentrating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes or the Offered Shares than that on which the Notes or Offered Shares were marketed. (h) The Initial Purchaser shall have received on the applicable Closing Date: (i) certificates dated the First Closing Date and, leasewith respect to the Optional Additional Shares, saleeach Option Closing Date, transfer signed by (1) the Chief Executive Officer and (2) the principal financial or other disposition accounting officer of the Company, on behalf of the Company, to the effect that (a) shall relieve the Company from its primary liability for its obligations under representations and warranties set forth in Section 5.01 5 hereof or and in each of the Documents, are true and correct in all respects, as of the date hereof and at the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, (b) the Company and each other party to the Documents (other than the Initial Purchaser) have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which failure to satisfy would not, individually or in the aggregate, have a Material Adverse Effect), (c) at First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date or since the date of the most recent financial statements in the Final Offering Circulars (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circulars or contemplated hereby, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circulars (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circulars or contemplated hereby, neither the Company, the Goldking Entities nor the Guarantors have incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Guarantors, taken as a whole, or the Goldking Entities or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations of the Company and the Guarantors, taken as a whole, or the Goldking Entities and there has not been any change in the Capital Stock or long-term indebtedness of the Company or the Guarantors of the Company or the Goldking Entities that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Guarantors, taken as a whole, or the Goldking Entities and (e) the sale of the Notes or the Offered Shares has not been enjoined (temporarily or permanently). (ii) a certificate, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, executed by the Secretary of the Company and the Guarantors, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, executed by the principal financial or accounting officer of the Company substantially in a form reasonably satisfactory to the Initial Purchaser. (iv) the opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of Eaton & Van Winkle LLP, counsel to the Company and the Guaranto▇▇ ▇▇bst▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ form attached hereto as Exhibit D. (v) the opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of Jackson Walker L.L.P., counsel to the Company and the Guarantor▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ the form attached hereto as Exhibit E. (vi) the opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of Thompson & Knight LLP, counsel to the Initial Purchaser, in for▇ ▇▇▇▇▇▇actory to the Initial Purchaser. (vii) the opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of Louisiana counsel to the Company and the Guarantors, substantially in the form attached hereto as Exhibit F. (viii) an opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of White & Case LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (ix) The "lock-up" agreements, each substantially in the form of Exhibit G-1 hereto, from the persons identified on Exhibit G-2 relating to sales and certain other dispositions of shares of Common Stock or certain other securities shall be made unless in full force and effect on the assigneeFirst Closing Date and, lesseewith respect to the Optional Additional Shares, purchaser each Option Closing Date. (i) The Initial Purchaser shall have received from each Malone & Bailey P.C. and Hein and Associates LLP, independent public ▇▇▇▇▇▇tan▇▇ ▇▇▇er the sta▇▇▇▇ds established by the American Institute of Certified Public Accountants, with respect to the Company and the Goldking entities, respectively, (A) customary comfort letters, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Preliminary Offering Circulars, (B) customary comfort letters, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circulars and (C) customary "bring down" comfort letters, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that each of Malone & Bailey P.C. and Hein and Associates LLP reaffirms the statem▇▇▇▇ ▇ade ▇▇ ▇▇s respecti▇▇ ▇etters furnished pursuant to clause (A) and (B). (j) On the date hereof and also at the Closing Date, the Initial Purchaser shall have received from the principal financial or accounting officer of the Company a certificate in form and substance reasonably satisfactory to the Initial Purchaser as to the accuracy of certain numbers contained or incorporated by reference in the Time of Sale Circulars and the Offering Circulars, which numbers shall be set forth in a schedule attached to such certificate. (k) Each of the Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (l) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (m) The Initial Purchaser shall have received the Final Offering Circulars, and the terms of each Document shall conform in all material respects to the description thereof in the Time of Sale Circulars. (n) Prior to the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, each of DeGloyer and MacNaughton, the Company's independent petroleum engineer and Cawley, ▇▇▇▇▇▇▇▇▇ & Associates, Goldking's independent petroleum engi▇▇▇▇, sh▇▇▇ ▇▇▇▇ furnished to the Initial Purchaser a letter or letters, dated the respective date of delivery thereof, in form and substance satisfactory to the Initial Purchaser. (o) None of the parties to any of the Documents are in breach or default in any material respect under their respective obligations thereunder. (p) The Collateral Agent shall have received on the applicable Closing Date: (i) appropriately completed copies of Uniform Commercial Code UCC-1 financing statements naming each of the Company and the Guarantors as the debtor and the Collateral Agent as the secured party, or other transfereesimilar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the Lien of the Collateral Agent pursuant to the Security Agreement; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, listing all effective financing statements which name the Company (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (iv) fully executed counterparts of a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Deed of Trust"), in form and substance reasonably satisfactory to Collateral Agent, which Deed of Trust shall cover the real and personal property relating to the Obligors' facilities in the locations to be listed on Schedule I to the Indenture; and (v) such other approvals or documents as the Collateral Agent or the Initial Purchaser may reasonably request in form and substance reasonably satisfactory to the Collateral Agent or Initial Purchaser, as the case may be. (q) The Collateral Agent and its counsel shall be satisfied that, prior to concurrent with the purchase of the Notes or simultaneously with such assignmentthe Offered Shares hereunder by the Initial Purchaser, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form (A) the Lien granted to the Trustee Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Final Offering Circulars; and (B) no Lien exists on any of the Authoritycollateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (r) All steps, other than the payment of consideration, shall have been completed in connection with the Acquisition. In the case of the Preferred Stock, all steps, other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that than the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) funds by the aggregate principal amount of the Bonds then Outstanding Initial Purchaser and (y) shares of Preferred Stock to the outstanding principal amount of all other obligations Initial Purchaser shall have been consummated in connection with the sale and purchase of the Company representing indebtedness for borrowed money or for Preferred Stock. In the deferred purchase price case of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaidthe Notes, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent offering of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it Preferred Stock shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:been consummated.

Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) The obligations of Sellers and Purchaser to consummate the transactions contemplated by this Agreement shall relieve be subject to the Company from satisfaction or waiver, on or before the Closing Date, of the following conditions: (i) All waiting periods (and any extension thereof) under laws applicable to the transactions contemplated by this Agreement shall have expired or been earlier terminated. (ii) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement or imposes conditions on such consummation not otherwise provided for herein. (iii) Neither Purchaser nor any Seller shall have been advised by any United States federal government agency (which advisory has not been officially withdrawn on or prior to the Closing Date) that such government agency is investigating the transactions contemplated by this Agreement to determine whether to file or commence any litigation that seeks or would seek to enjoin, restrain or prohibit the consummation of the transactions contemplated by this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, either Forestar Petroleum, Forestar (USA) or Purchaser will have the right, exercisable at its primary liability for its sole election, to terminate this Agreement by delivering written notice to the other Parties before the Closing, whereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to Purchaser, and the Parties will have no further rights or obligations under Section 5.01 hereof or hereunder (except as otherwise expressly provided herein). (b) shall be Unless waived by Purchaser, the obligations of Purchaser under this Agreement are expressly made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form subject to the Trustee and the Authority, fulfillment in all other obligations respects of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if following conditions precedent: (i) the Company’s interest truth and accuracy as of the Closing Date, in this Agreement shall be assigned as a whole or in undivided partall material respects, of each and every warranty and representation herein made by any Seller; and (ii) the CompanyEach Seller’s interest timely performance of and compliance with, in the Facilities shall all material respects, each and every term, condition, agreement, restriction and obligation to be leased as a whole or in undivided part performed and the term of complied with by such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or Seller under this Agreement; and (iii) Title Company delivering to Purchaser at Closing its Marked Commitment to issue an Owner’s Policy to Purchaser insuring Purchaser’s marketable, fee simple title to the CompanyReal Property. In the event any of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser’s interest sole election, to exercise the remedies described in Section 15(b). Notwithstanding the Facilities shall be soldforegoing sentence, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that of either Seller’s failure to fulfill any condition precedent set forth in Section 14(b)(ii), Purchaser shall provide written notice to such Seller and such Seller shall have seven (7) days from receipt of such notice to fulfill the assigneecondition precedent before Purchaser may exercise any remedies described in Section 15(b). (c) Unless waived by a Seller, lessee, purchaser or other transferee shall assume the obligations of such Seller under this Agreement are expressly made subject to the Company fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy as of the Closing Date, in all material respects, of each and every warranty and representation herein made by Purchaser; and (ii) Purchaser’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser under Section 5.01 hereof for the remaining term of this Agreement. (iii) The aggregate acreage of all Title Objection Property shall not exceed ten percent (10%) of the acreage of the Timberlands In the event any of the above conditions is not satisfied on or before the Closing, either Seller will have the right, exercisable at such Party’s sole election, to exercise the extent of remedies described in Section 15(a), provided that if either Seller elects to exercise such assignment, lease, sale, transfer or other dispositionremedy, the Company other Seller shall be released from and discharged of all liability in respect of such obligations deemed to have made an identical election. Notwithstanding the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating thatforegoing sentence, in the opinion event of Purchaser’s failure to fulfill any condition precedent set forth in Section 14(c)(ii), Sellers shall provide written notice to Purchaser and Purchaser shall have seven (7) days from receipt of such Independent Expert, notice to fulfill the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after condition precedent before Seller may exercise any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under remedies described in Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent15(a), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.

Conditions. The obligation of any Agent, as agent of the Company’s interest in this Agreement may be assigned as a whole or in part, at any time ("Solicitation Time") to solicit offers to purchase the Notes, the obligation of any Purchaser to purchase Notes pursuant to any Terms Agreement, and its interest the obligation of any other purchaser to purchase Notes shall in each case be subject (1) to the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are true and correct (i) in the Facilities may be leasedcase of an Agent's obligation to solicit offers to purchase Notes, soldat and as of such Solicitation Time and (ii) in the case of any Purchaser's or any other purchaser's obligation to purchase Notes, transferred or otherwise disposed at and as of by the time the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), accepts the offer to any Person; provided, however, that no purchase such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transfereeNotes and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or simultaneously time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder; and (3) to the following additional conditions when and as specified (it being understood that under no circumstance shall any Agent have any duty or obligation to exercise discretionary judgment on behalf of the Company or any purchaser in respect of the fulfillment of any such assignmentcondition): (a) Prior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission; (ii) there shall not have been any downgrading, nor shall any notice have been given of any intended or potential downgrading or any review or possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act subsequent to the date hereof; (iii) there shall not have been any change, or any development involving a prospective adverse change, in the capital stock or in the long-term debt of the Company or any of its Subsidiaries from that set forth or incorporated by reference in the Registration Statement and Prospectus which would, in the opinion of the Agents, materially impair the investment quality of the Notes; (iv) the Company and its Subsidiaries shall have no liability or obligation, direct or contingent, which is material to the Company and its Subsidiaries, taken as a whole, other than those reflected or incorporated by reference in the Registration Statement and the Prospectus; (v) there shall not have been any adverse change or development involving a prospective adverse change, in the condition, financial or otherwise, of the Company or any of its Subsidiaries or the earnings, affairs, or business prospects of the Company or any of its Subsidiaries, whether or not arising in the ordinary course of business, which would, in the opinion of the Agents, materially impair the investment quality of the Notes; and (vi) there shall not have been any (A) outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the applicable Agent, is material and adverse and would, in the judgment of the applicable Agent, make it impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus, (B) suspension or material limitation of trading in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System or limitation on prices for securities on any such exchange or National Market System, (C) enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Agents materially and adversely affects, or will materially and adversely affect, the business or operations of the Company or any Subsidiary, (D) declaration of a banking moratorium by either federal or New York State authorities or (E) taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the opinion of the Agents has a material adverse effect on the financial markets in the United States. (b) On the Commencement Date, and in the case of a purchase of Notes by a Purchaser pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Company, or such other counsel acceptable to the Agents, shall have furnished to the Agents or the Purchaser, as the case may be, his written opinion, dated the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agents or such Purchaser, as the case may be, to the effect that: (i) the Company and each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority required to carry on its business as described in the Prospectus and to own, lease and operate its properties; (ii) each of the Company and the Subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; (iv) all of the outstanding shares of capital stock of, or other ownership interests in, each of the Subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned by the Company, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature; (v) the statements (A) incorporated by reference in the Prospectus from Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998 and (B) incorporated in the Prospectus from Item 1 of Part II of the Company's Quarterly Reports on Form 10-Q filed since such Annual Report, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (vi) to the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject that are required to be described in the Registration Statement or the Prospectus and are not so described or incorporated by reference, or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or are required to be filed as an exhibit to the Registration Statement that are not so described or filed or incorporated by reference as required; (vii) to the best of such counsel's knowledge, neither the Company nor any of the Subsidiaries is in violation of its respective certificate of incorporation or by-laws except for such violations that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, and, neither the Company nor any of its Subsidiaries is in default in the performance of any obligation, agreement, covenant or condition contained in any bond, debenture, indenture, loan agreement, mortgage, lease or any other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound; (viii) neither the Company nor any of the Subsidiaries has violated any Environmental Law or any provisions of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated thereunder, except for such violations which, singly or in the aggregate, would not have a material adverse effect on the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole; (ix) each of the Company and the Subsidiaries has such Authorizations of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, as are necessary to own, lease, salelicense and operate its respective properties and to conduct its business, transfer except where the failure to have any such Authorization or other dispositionto make any such filing or notice would not, assumessingly or in the aggregate, by delivery have a material adverse effect on the business, prospects, financial condition or results of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations operations of the Company hereunder and its Subsidiaries, taken as a whole; each such Authorization is valid and in full force and effect and each of the Company and its Subsidiaries is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization; and such Authorizations contain no restrictions that are materially burdensome to the extent Company and its subsidiaries, taken as a whole; except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or results of operations of the interest assignedCompany and its subsidiaries, leasedtaken as a whole; (x) the execution, solddelivery and performance by the Company of this Agreement, transferred any applicable Terms Agreement, the Indenture and the Notes and compliance by the Company with all the provisions hereof and thereof will not conflict with or otherwise disposed constitute a breach of any of the terms or provisions of, or a default under, the certificate of incorporation or by-laws of the Company or any of its Subsidiaries or any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound, except for any such conflict, breach or default which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company, any of its Subsidiaries or their respective property; (xi) to the best of such counsel's knowledge, all leases to which the Company or any of its Subsidiaries is a party are valid and binding and no default has occurred or is continuing thereunder which might result in any material adverse change in the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole, and the Company shall and its Subsidiaries enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or such Subsidiary; (xii) each document incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements included therein as to which no opinion need be released expressed) complied as to form when filed with the Commission in all material respects with the Securities Exchange Act of 1934, as amended. (1) the Registration Statement and discharged from such obligations the Prospectus (except for the financial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the Trustees on Form T-1, as to which no opinion need be expressed) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission (2) nothing has come to the extent so assumed. Notwithstanding attention of such counsel that would lead such counsel to believe that (except for the foregoingfinancial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the Trustees on Form T-1 as to which no belief need be expressed) (ax) if any part of the Registration Statement when such part became effective or on the date of this Agreement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (iy) the Company’s interest Prospectus on the date hereof contains any untrue statement of a material fact or omits to state a material fact necessary in this Agreement shall be assigned as a whole or in undivided partorder to make the statements therein, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option light of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be soldcircumstances under which they were made, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent)not misleading; provided, however, that the release opinion and discharge belief set forth in clauses (1) and (2) above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Prospectus. The opinion described in Section 6 (b) above shall be rendered to you at the request of the Company and shall so state therein. (c) On the Commencement Date, and in the case of a purchase of Notes by a Purchaser pursuant to clause (b) shall be conditioned upon the delivery a Terms Agreement or otherwise, if called for by the Company applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assignedAgents, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and Agents or such Purchaser, as the Trustee an opinion case may be, their opinion, dated the Commencement Date or Time of Bond Counsel Delivery, as the case may be, to the effect that that: (i) the proposed assignment, lease or sale will not impair the validity under the Act forms of the Bonds Notes have been duly authorized and, when the terms of a particular Note and will not adversely affect its issuance and sale have been duly established in conformity with the exclusion of interest on Indenture, and when such Note has been duly executed and authenticated in accordance with the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit provisions of the Facilities, or any interest therein, Indenture and delivered to and paid for by the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of purchasers thereof in accordance with the Facilities for the purposes terms of this Agreement by delivering and any applicable Terms Agreement, such Note will be entitled to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part benefits of the Facilities for Indenture and will be a valid and binding obligation of the purposes Company, enforceable against the Company in accordance with its terms except (a) as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally and (b) as such enforcement may be limited by general principles of this Agreement. For purposes equity, regardless of this Section 7.01:whether enforcement i

Conditions. The Company’s interest obligations of the Initial Purchaser to purchase the Notes under this Agreement are subject to the satisfaction (or waiver by the Initial Purchaser) of each of the following conditions: (a) All the representations and warranties of the Company contained in this Agreement may and in each of the Documents shall be true and correct as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, have or result in a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have or result in a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Circular and the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in PORTAL. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Section 3 hereof and in each of the Documents and the information in the Perfection Certificate are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), to the knowledge of such officers, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have or result in a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Final Offering Circular or contemplated hereby, the Company has not incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and its Subsidiaries, taken as a whole whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser. (iv) the opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date, in the form of Exhibit A attached hereto. (v) an opinion, dated the Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received from ▇▇▇▇▇ ▇▇▇▇▇▇ & Company LLC, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company, (A) a customary comfort letter, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to certain financial statements and certain financial information contained in the Time of Sale Circular and the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that ▇▇▇▇▇ ▇▇▇▇▇▇ & Company LLC reaffirms the statements made in its letter furnished pursuant to clause (A). (i) The Initial Purchaser shall have received from Deloitte & Touche LLP, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company, (A) a customary comfort letter, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to certain financial statements and certain financial information contained in the Time of Sale Circular and the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that Deloitte & Touche LLP reaffirms the statements made in its letter furnished pursuant to clause (A). (j) Each of this Agreement, the Indenture, the Collateral Agreements, the Intercreditor Agreement, and the Notes shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each of the Documents. (k) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in partconnection with the Offering or any transaction contemplated in the Documents. (l) The terms of each Document shall conform in all material respects to the description thereof in the Time of Sale Circular. (m) The Credit Agreement Amendment shall have been executed and delivered by all parties thereto, and its interest the Initial Purchaser shall have received a fully executed original of such document which shall be in form and substance reasonably satisfactory to the Facilities may be leasedInitial Purchaser. (n) On the Closing Date, soldthe Company shall have paid or caused to have been paid in cash the reasonable fees and expenses of Mayer, transferred or otherwise disposed Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser. (o) The Collateral Agent shall have received (with a copy for the Initial Purchaser) on the Closing Date: (i) appropriately completed copies of by Uniform Commercial Code financing statements naming the Company as a whole debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in part the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Security Agreement; (whether an interest ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in a specific element any collateral described in any security agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or unit or an undivided interestCopies (Form UCC-11), or a similar search report certified by a party acceptable to any Person; providedthe Collateral Agent, howeverdated a date reasonably near to the Closing Date, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve listing all effective financing statements which name the Company from (under its primary liability for present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its obligations under Section 5.01 hereof or (b) counsel shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if satisfied that (i) the CompanyLien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral is a valid and enforceable Lien; and (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, or Permitted Liens. (p) All Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (m)(ii) and (iii) above (collectively, the “Filing Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Collateral Agent (the “Filing Agent”). The Filing Agent shall have acknowledged in a writing reasonably satisfactory to the Collateral Agent and its counsel (i) the Filing Agent’s interest in this Agreement shall be assigned as a whole or in undivided partreceipt of all Filing Statements, (ii) that the Company’s interest Filing Statements have either been submitted for filing in the Facilities shall appropriate filing offices or will be leased as a whole or submitted for filing in undivided part the appropriate offices within ten days following the Closing Date and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) that the Filing Agent will notify the Collateral Agent and its counsel of the results of such submissions within 30 days following the Closing Date. (q) The Company, CitiSteel and CitiSteel PA, Inc. shall have entered into a Tax Sharing Agreement, and CitiSteel shall have obtained a favorable opinion as to the fairness of the financial terms of the Tax Sharing Agreement from Innovation Capital, LLC in satisfaction of the requirements of Section 4.14(a) of the indenture governing CitiSteel’s interest in the Facilities senior secured floating rate notes due 2010, which opinion shall be sold, transferred or otherwise disposed of as a whole or in undivided part, form and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, substance reasonably satisfactory to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Initial Purchaser.

Conditions. (a) The Company’s interest obligations of the Note Purchasers to purchase the Initial Notes on the Initial Issue Date shall be subject to the following conditions: (i) On or before the Initial Issue Date, the Agent has received or waived (only with the consent of each of the Note Purchasers) the receipt of all of the documents and other evidence listed on Schedule 5 (Conditions Precedent) hereto in this Agreement may be assigned as a whole form and substance satisfactory to the Agent (acting on the instructions of each of the Note Purchasers (acting reasonably)). (ii) No Default or in part, and its interest in Event of Default is continuing or would result from the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, leaseoffer, sale, transfer purchase or other disposition use of the proceeds of the Initial Notes. (aiii) shall relieve All the Company from its primary liability for its obligations under representations and warranties in Section 5.01 hereof 1 on the Initial Issue Date are true and accurate in all material respects. (iv) Delivery of a 6-month cash flow and liquidity forecast by or on behalf of the Issuer. (b) The Obligations of the relevant Note Purchasers to purchase the Delayed Draw Notes on any Delayed Draw Date shall be subject to the following conditions: (i) No Default or Event of Default is continuing or would result from the offer, sale, purchase or use of the proceeds of the Delayed Draw Notes and Condition 12.2 of the Conditions is satisfied pro forma for the drawdown (if tested on the date of drawdown). (ii) All the representations and warranties in Section 1 on the Delayed Draw Date are true and accurate in all material respects. (iii) The issue to each of the relevant Note Purchasers, prior to or on the Delayed Draw Date, of additional Warrants in the same proportion and bearing the same terms as the Warrants first issued to the relevant Note Purchasers purchasing those Delayed Draw Notes, as Initial Warrantholders (as defined in the Warrant Agreement) under the Warrant Agreement, provided that the additional Warrants to be issued pursuant to this provision shall not exceed the maximum amount that would trigger a change of control as provided under the Note Documents or any other Indebtedness of the Company or its Subsidiaries. (iv) Delivery of a solvency certificate of the Issuer dated as of the Delayed Draw Date (signed by an authorized signatory) in form and substance satisfactory to the Note Purchasers purchasing the Delayed Draw Notes, certifying that it is not subject to nor, as applicable, does it meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, or similar proceedings affecting the rights of creditors generally and no application has been made unless the assignee, lessee, purchaser or other transfereeis to be made by its manager or directors, as the case may be, prior to or simultaneously with such assignmentor, lease, sale, transfer or other disposition, assumesas far as it is aware, by delivery any other person for the appointment of an instrument in writing satisfactory a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings. (v) Delivery of a solvency certificate of each other Obligor in form and substance satisfactory to the Trustee and Note Purchasers purchasing the Authority, all other obligations Delayed Draw Notes dated as of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, Delayed Draw Date (signed by an authorized signatory) and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event certifying that the assignee, lessee, purchaser or other transferee shall assume the obligations applicable Obligor is not insolvent under applicable law. (vi) Delivery of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the Company shall be released from a six-month prospective cash flow and discharged of all liability liquidity forecast in respect of the Group (in form and substance consistent in all material respects with such obligations forecast delivered to the extent so assumed (but only Note Purchasers prior to the Initial Issue Date) satisfactory to such extent); provided, however, that the release and discharge of the Company pursuant to clause Note Purchasers in their sole discretion. (bvii) shall be conditioned upon the delivery by the Company to the Authority and the Trustee Delivery of a certificate of Holdco and each Obligor (signed by an Independent Expert authorised signatory): (A) confirming that issuing or guaranteeing or securing (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter definedappropriate) of such rightsDelayed Draw Notes or the Warrants (as applicable) on such Delayed Draw Date would not breach any borrowing, interestsguarantee, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money security or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease or sale as provided in the immediately preceding paragraph unless similar limit binding on it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part exceeded; (B) certifying that each copy document relating to it listed in paragraphs 1 to 5 (inclusive, and as applicable) of Schedule 5 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Facilities for the purposes date of this Agreement by delivering (or, if amended or superseded, delivered as part of this certification); and (C) with respect to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating Issuer’s certificate, a certification that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:Condition