Common use of General Representations and Warranties Clause in Contracts

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals permits necessary to constructinstall, operate and maintain the Project and related interconnection facilities in the case of Seller; ; (iii) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable Law; to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (vii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (ix) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party hereby represents and warrants to the other Party that: it : (i) It is a duly organized, validly existing existing, and in good standing under the Laws laws of the jurisdiction State of its formation; it formation and has all Governmental Approvals necessary for it requisite power and authority to perform own, use, lease, and operate its obligations under this Agreement, except for properties and to carry on its business as of the Execution Date (i) CPUC Approval now being conducted. It is duly qualified to do business and is in good standing in the case State of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement formation and each other document executed and delivered jurisdiction in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its termswhich the properties owned, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending leased, or being contemplated operated by it oror the nature of the business conducted by it makes such qualification necessary, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may would not, individually or in the aggregate, reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under hereunder. (ii) It has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement; no Event . The execution and delivery by it of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as the performance of its obligations hereunder have been duly and validly authorized by all necessary [limited liability company] action required and no other [limited liability company] acts, approvals, or proceedings on its part or on the part of the holders of any of its equity or debt securities or any other Person are necessary to whether this Agreement is appropriate or proper for it based upon its own judgmentauthorize the same. Assuming the due authorization, is not relying upon the advice or recommendations of execution, and delivery by the other Party of this Agreement, this Agreement constitutes the valid and legally binding obligations of the representing Party, enforceable against the representing Party in so doingaccordance with the terms hereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws of general application relating to or affecting the enforcement of creditors’ rights and is capable by general equitable principles. (iii) None of assessing the merits execution and delivery by the representing Party of and understandingthis Agreement or the representing Party’s compliance with any provision hereof or thereof will: (A) violate, and understands and acceptsconflict with, or result in a breach of any of the provisions of its organizational document, (B) result in a violation or breach, conflict in terms or rights, constitute (with due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation, acceleration, or guaranteed payment, in each case under the terms, conditions and risks conditions, or provisions of this Agreement; and any contract or instrument to which the representing Party is a party or by which the representing Party is bound, or (C) violate, conflict with, or result in a breach in any material respect of any Applicable Law or Permit applicable to the representing Party or any of its assets. (iv) No authorization, approval, exemption, or consent of or by any Person is required by it has entered into this Agreement in connection with the conduct execution, delivery, and performance of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Original Pledgor represents and warrants to the other Party that: it : (a) Such Pledgor is (i) duly organized, validly existing and in good standing under the Laws laws of the jurisdiction identified as its jurisdiction of its formation; it organization in Schedule 1, (ii) has all Governmental Approvals necessary for it requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect, and (iv) has the power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date Agreement and each other agreement contemplated hereby to which it is or will be a party. (ib) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the The execution, delivery and performance by each Pledgor of this Agreement is within its powers, and each other Loan Document executed and delivered by each Pledgor on the Effective Date have been duly authorized by all necessary requisite corporate and, if required, stockholder action and do will not (i) violate (A) any provision of law, statute, rule or regulation, or of the terms and conditions in its governing documentscertificate or articles of incorporation or other constitutive documents or by-laws of such Pledgor, (B) any contracts order of any Governmental Authority or (C) any provision of any material indenture, agreement or other instrument to which it such Pledgor is a party or by which any applicable Law; this of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such material indenture, agreement or other instrument or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by such Pledgor (except a Transaction Lien). (c) This Agreement and each other document has been duly executed and delivered in accordance with this Agreement by such Pledgor and constitutes a legally legal, valid and binding obligation of such Pledgor enforceable against it such Pledgor in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors rights generally and (ii) general principles of equity. (d) Schedule 2 lists all Equity Interests (excluding Excluded Property) in any Subject Issuer directly owned by such Pledgor as of the Effective Date. Schedule 3 lists, as of the Effective Date, (i) all Securities (excluding Excluded Property) issued by any Subject Issuer directly owned by such Pledgor (and not listed in Schedule 2), (ii) all Instruments (excluding Excluded Property) directly owned by such Pledgor evidencing indebtedness of any Subject Issuer in a principal amount of $50,000,000 or more and (iii) all Securities Accounts to which Financial Assets are credited in respect of which such Pledgor owns Security Entitlements to any of the foregoing investment property. Such Pledgor holds all such Equity Interests, Securities and Instruments directly (i.e., not through a Subsidiary, a Securities Intermediary, Depository Trust Company or any other Person). (e) All Collateral owned by such Pledgor is owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) Permitted Liens. Schedule 5 lists all Permitted Liens (other than inchoate tax liens and other similar statutory liens) with respect to the Collateral consisting of Equity Interests and intercompany indebtedness existing on the date hereof. All shares of capital stock included in its Pledged Equity Interests (including shares of capital stock in respect of which such Pledgor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any Equitable Defenses; it option to purchase or similar right of any Person. Such Pledgor is not Bankrupt and there are will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (f) Such Pledgor has not performed any acts that might prevent the Secured Party from enforcing any of the provisions of the Security Documents or that would limit the Secured Party in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Pledgor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, all Collateral consisting of certificated securities or instruments owned by such Pledgor and required to be delivered to the Secured Party will have been delivered in the Secured Party in accordance with the delivery instructions provided to the Pledgor by the Secured Party free and clear of the claims of any other Person or security interest therein, other than the Secured Party or any other Permitted Lien and no proceedings pending Pledged Investment Property, Pledged Deposit Account or being contemplated Pledged Electronic Chattel Paper owned by it such Pledgor will be under the Control of any other Person having a claim thereto or a security interest therein other than a Permitted Lien. (g) The Transaction Liens on all Collateral owned by such Pledgor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Pledgor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, subject to its knowledgeclause (ii) of the proviso to Section 3(a), threatened against it which would result will secure all the Secured Obligations or such Pledgor s Secured Guarantee, as the case may be. (h) The information set forth in it being or becoming Bankrupt; Schedule 1 as to such Pledgor is correct and complete as of the Effective Date. (i) When UCC financing statements describing the Collateral as all personal property have been filed in the central UCC filing offices of the jurisdictions specified in Schedule 1, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Pledgor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such (i) UCC financing statements, (ii) Intellectual Property Filings and (iii) other filings as may be set forth in its reports filed necessary to limit or avoid the application of Section 3(d), no registration, recordation or filing with the SEC, there any Governmental Authority is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement required in connection with the conduct of its business and it has the capacity execution or the ability to make or take delivery of the Product as provided Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or (except with respect to Equity Interests in this Agreementany Regulated Subsidiary) for the enforcement of the Transaction Liens.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (iA) CPUC Approval in the case of Buyer, and (iiB) all Governmental Approvals permits necessary to constructinstall, operate and maintain the Project and related interconnection facilities in the case of Seller; ; (iii) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws applicable Law; to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates Affiliates, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (vii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (ix) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction DateUnless otherwise specified in Section B of Part I (Individual Terms), each Party hereby represents and warrants to the other Party that: upon entering into this Agreement and throughout the Term as follows: (a) it is an Entity duly organizedorganised, validly existing and in good standing under the Laws laws of the its jurisdiction of incorporation or organisation; (b) the signing and the entering by it into of this Agreement, and any Credit Support Document to which it is a party, shall not violate any provision of its formation; constitutional documents; (c) it has all Governmental Approvals necessary for it the power and is authorised to execute, deliver and perform its obligations under this AgreementAgreement and any Credit Support Document to which it is a party and has taken all necessary action to authorise that execution, except for as of the Execution Date (i) CPUC Approval in the case of Buyerdelivery, performance and (ii) all Governmental Approvals necessary to construct, operate its entry into this Agreement and maintain the Project and related interconnection facilities in the case of Seller; the its execution, delivery and the performance of this Agreement is within its powers, have been duly authorized by all necessary action and any Credit Support Document do not violate or conflict with any other term or condition of the terms and conditions in its governing documents, any contracts contract to which it is a party or any constitutional document, rule, law or regulation applicable Law; this Agreement and each other document executed and delivered to it; (d) no Material Reason for termination as outlined in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms§ 18.5 (Definition of Material Reason), subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (e) it has all Governmental Approvals necessary for it to legally perform its obligations under this Agreement and any Credit Support Document to which it is party; (f) it has negotiated, entered into and executed this Agreement and any Credit Support Document to which it is a party as principal (and not as agent or in any other capacity, fiduciary or otherwise); (g) it regularly enters into agreements for the trading of electricity and Certificates as contemplated by this Agreement, and does so on a professional basis in connection with its principal line of business, and may be reasonably characterised as a professional market party; (h) it is acting for its own accountaccount (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgmentjudgement, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understandingof, and understands and accepts, the terms, conditions and risks of this Agreement; and ; (i) the other Party is not acting as its fiduciary or adviser; (j) it has entered into is not relying upon any representation made by the other Party other than those expressly set forth in this Agreement in connection or any Credit Support Document to which it is a party; (k) with respect to a Party that is a governmental Entity or public power system, such governmental Entity or public power system represents and warrants to the conduct other Party as follows: (i) all acts necessary for the valid execution, delivery and performance of this Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures have or shall be taken and performed; (ii) entry into and performance of this Agreement by a governmental Entity or public power system are for a proper public purpose within the meaning of relevant constitutional or other governing documents and applicable law; and (iii) the Term of this Agreement does not extend beyond any applicable limitation imposed by any relevant constitutional or other governing documents and applicable law; and (l) with respect to a Party, it is not insolvent, and there are no pending or threatened legal or administrative proceedings to which it is a party which to the best of its business and it has the capacity or the knowledge would materially adversely affect its ability to make perform its obligations under this Agreement or take delivery of the Product as provided in this Agreementany Credit Support Document to which it is party, such that it could become insolvent.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation; it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (iA) CPUC Approval in the case of Buyer, and (iiB) all Governmental Approvals permits necessary to constructinstall, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable Lawto it; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates Affiliates, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: that:‌ (a) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; ; (b) it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; ; (c) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable Law; ; (d) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (e) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; ; (f) except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (g) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (h) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (i) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (iA) CPUC Approval in the case of Buyer, and (iiB) all Governmental Approvals permits necessary to constructinstall, operate and maintain the Project and related interconnection facilities in the case of Seller; ; (iii) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (iv) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws applicable Law; to it; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (vi) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vii) there is not pending or, to its knowledge, threatened against it or any of its Affiliates Affiliates, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (ix) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each party represents and warrants to the other Party that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; (a) it has all Governmental Approvals necessary for it the full power and authority to execute and deliver this Lease and to perform its obligations under this Agreement, except for as of the Execution Date Lease; (ib) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have Lease has been duly and validly authorized by all necessary action requisite organizational and do statutory action, and (iii) this Lease will not violate result in the breach of any term or provision of the terms charter, by-laws, partnership or trust agreement, articles of organization, operating agreement or other governing instrument of Tenant or Landlord, as applicable; (c) execution and conditions compliance with this Lease will not result in its governing documentsthe breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any contracts obligation under any agreement, indenture or loan or credit agreement or other instrument to which it Tenant or Landlord, as applicable, is a party subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Tenant or landlord, as applicable Lawis subject; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms(d) there is no action, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings suit, proceeding or investigation pending or being contemplated by it or, to its knowledge, threatened against it which, either in any one instance or in the aggregate, may result in any material impairment of the right or ability of Tenant or Landlord, as applicable, to carry on its business substantially as now conducted, or which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with draw into question the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks validity of this Agreement; and it has entered into this Agreement Lease or of any action taken or to be taken in connection with the conduct obligations of its business and it has the capacity Tenant or Landlord, as applicable, contemplated in this Lease, or which would be likely to impair materially the ability of Tenant to make perform under the terms of this Lease; and (e) no approval, authorization, order, license or take delivery of the Product as provided consent of, or registration or filing with, any other party or any governmental authority, agency, or body is required in connection with this AgreementLease.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (iA) CPUC Approval in the case of Buyer, and (iiB) all Governmental Approvals permits necessary to constructinstall, operate and maintain the Project and related interconnection facilities in the case of Seller; ; (iii) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable Law; to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates Affiliates, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (vii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (ix) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date Each Loan Party hereby jointly and the CP Satisfaction Date, each Party severally represents and warrants to the other Party that: it is duly organized, validly existing Agent and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date Lenders that (ia) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all necessary requisite organizational action on the part of such Loan Party and do will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement are true and each other document executed and delivered correct in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementall respects.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party represents and warrants to the other Party that: , as of the date hereof: (a) it is duly organized, organized and validly existing and in good standing under the Laws of the jurisdiction laws of its formation; state or country of incorporation, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) it has all Governmental Approvals necessary for it is duly authorized to execute and deliver this Agreement and to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyerhereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action; (iic) all Governmental Approvals necessary to construct, operate this Agreement is legally binding upon it and maintain the Project and related interconnection facilities enforceable in the case of Seller; the accordance with its terms. The execution, delivery and performance of this Agreement is within its powersby it does not conflict with any agreement, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documentsinstrument or understanding, any contracts oral or written, to which it is a party or by which it may be bound, nor violate any applicable Law; material law or regulation of any Governmental Authority having jurisdiction over it; (d) it is aware of no action, suit or inquiry or investigation instituted by any governmental agency that questions or threatens the validity of this Agreement; (e) all necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such Party to enter into, or perform its obligations under, this Agreement have been obtained (provided, however, that the foregoing shall not be construed as a representation or warranty concerning governmental authorizations and each other document executed non-infringement of intellectual property rights of Third Parties disclaimed in Section 10.3 below). (f) it has not granted, and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its termswill not grant during the Term of the Agreement, subject any right to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which Third Party that would result in it being or becoming Bankrupt; except as may be set forth in its reports filed conflict with the SEC, there rights granted to the other Party hereunder. It has (or will have at the time the performance is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability due) maintained and will maintain and keep in full force and effect all agreements necessary to perform its obligations hereunder; (g) all products, materials and Information created by the Parties under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgmentcurrent and accurate, is such Party's original work (except for identified third-party materials), and, to such Party's knowledge, will not relying upon infringe upon, violate or misappropriate any intellectual property right of any third party; and (h) to the advice or recommendations of extent any third-party materials are incorporated in the other products, such Party in so doing, and is capable of assessing has obtained from such third party rights (if any) reasonably sufficient to enable the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection such Party to comply with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction DateUnless otherwise specified in Section B of Part I (Individual Terms), each Party hereby represents and warrants to the other Party that: upon entering into this Agreement and throughout the Term as follows: (a) it is an Entity duly organizedorganised, validly existing and in good standing under the Laws laws of the its jurisdiction of incorporation or organisation; (b) the signing and the entering by it into of this Agreement, and any Credit Support Document to which it is a party, shall not violate any provision of its formation; constitutional documents; (c) it has all Governmental Approvals necessary for it the power and is authorised to execute, deliver and perform its obligations under this AgreementAgreement and any Credit Support Document to which it is a party and has taken all necessary action to authorise that execution, except for as of the Execution Date (i) CPUC Approval in the case of Buyerdelivery, performance and (ii) all Governmental Approvals necessary to construct, operate its entry into this Agreement and maintain the Project and related interconnection facilities in the case of Seller; the its execution, delivery and the performance of this Agreement is within its powers, have been duly authorized by all necessary action and any Credit Support Document do not violate or conflict with any other term or condition of the terms and conditions in its governing documents, any contracts contract to which it is a party or any constitutional document, rule, law or regulation applicable Law; this Agreement and each other document executed and delivered to it; (d) no Material Reason for termination as outlined in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms§ 18.5 (Definition of Material Reason), subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (e) it has all Governmental Approvals necessary for it to legally perform its obligations under this Agreement and any Credit Support Document to which it is party; (f) it has negotiated, entered into and executed this Agreement and any Credit Support Document to which it is a party as principal (and not as agent or in any other capacity, fiduciary or otherwise); (g) it regularly enters into agreements for the trading of electricity and Certificates as contemplated by this Agreement, and does so on a professional basis in connection with its principal line of business, and may be reasonably characterised as a professional market party; (h) it is acting for its own accountaccount (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgmentjudgement, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understandingof, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with ; (i) the conduct of other Party is not acting as its business and it has the capacity fiduciary or the ability to make or take delivery of the Product as provided in this Agreement.adviser;

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party hereby represents and warrants to the other Party that: it Parties as follows: (1) It is a duly organizedorganized entity pursuant to applicable Laws of its jurisdiction, validly existing and in a good standing under the Laws of the jurisdiction of its formation; it standing; (2) It has all Governmental Approvals necessary for it full legal rights, powers and authorizations to execute, deliver and perform its obligations under this Agreement, and it has taken all necessary corporate actions to authorize, execute, deliver this Agreement and perform all obligations hereunder, except for as otherwise agreed herein; (3) At the time of the Execution Date (i) CPUC Approval execution hereof or the fulfilment of obligations hereunder, it has obtained all necessary approvals and fulfilled all necessary procedures pursuant to the applicable Laws and agreements to which it is subject to, and it has the power to execute this Agreement or to perform the obligations hereunder pursuant to the Laws, except where otherwise agreed herein or where agreed in the case of BuyerEquity Interest Transfer Agreement or the Parties have otherwise agreed; (4) From the Effective Date, this Agreement becomes an effective and legally binding document; (ii5) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the The execution, delivery and performance of this Agreement shall not: (i) constitute any violation or non-performance of any charter documents; (ii) result in any violation, breach or non-performance of any Laws, regulations, rules, or authorizations or approvals issued by any Governmental Authority or institution; (iii) constitute any violation or non-performance of any binding contracts or agreements; or (iv) constitute any violation of any held license, authorization or permit; (6) There is within its powersno pending, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being lawsuit, arbitration or becoming Bankrupt; except as other judicial, administrative or other proceeding or investigation from the government that may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to execute, deliver or perform its obligations under this Agreement; no Event of Default with respect and (7) It will cause the Person it appoints or nominates to it has occurred the Board and is continuing the Company to take all necessary actions and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision execute all necessary documents to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in perform this Agreement.

General Representations and Warranties. On You represent and warrant to NAB that, at the Execution Date date of this Letter of Offer, and the CP Satisfaction Dateat times thereafter: (a) if you are a company, each Party represents you are duly incorporated and warrants to the other Party that: it is duly organized, validly existing and in good standing under the Laws laws of your place of incorporation; (b) you have full capacity and power to enter into and comply with, and have taken all necessary action to authorise you to enter into and comply with each Facility, the Transaction Documents, and to make a Drawing under, or otherwise utilise, a Facility; (c) you have full power and authority and legal right to own your assets and to carry on your business as presently conducted; (d) neither you nor any of your assets are immune from the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of a court or from legal process; (e) the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts Transaction Documents to which it is you are expressed to be a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally constitute your legal, valid and binding obligation enforceable against it in accordance with its termsobligations and, subject to any Equitable Defenses; necessary stamping and registration, are enforceable in accordance with their terms (subject to any law generally affecting creditors’ rights and to principles of equity); (f) the most recent financial accounts, reports and factual information provided to NAB by you (or on your behalf) at any time: (i) are true and accurate and not misleading in any material respect; (ii) are prepared in accordance with applicable law and accounting standards generally applicable in Australia at the time of preparation; (iii) give a true and fair view of your state of affairs and the result of your operations at the date, and for the period ending on the date, to which those statements are prepared, and (iv) no material change has taken place in respect to any of them since the date they were presented to NAB; (g) you have not withheld any material information in connection with this Agreement or the Facility which may have caused NAB not to provide this Facility or not to provide it is on these terms; (h) you are not Bankrupt in breach of any law or any agreement, deed, Security Interest or instrument binding on you or your assets, and there you are not in default in respect of any material monetary obligation contracted by or imposed upon you; (i) no material litigation, arbitration or administrative proceedings are current or pending or being contemplated by it or, to its your knowledge, threatened against it which would result in it being you before any court or becoming Bankrupt; except as may be set forth in its reports filed government agency; (j) complying with the SEC, there Transaction Documents to which you are expressed to be a party is are for your commercial benefit and is are in your commercial interests; (k) you are not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; Insolvent; (l) no Event of Default with respect to it or Potential Event of Default has occurred and under or in respect of any Transaction Document that is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.unremedied;

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party hereby represents and warrants to the other Party that: it : (a) It is duly organized, validly existing and in good standing under the Laws of the jurisdiction state of its formation; it formation and is duly qualified to do business in the jurisdiction where the Site is located. (b) It has all Governmental Approvals necessary for it power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the its execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary corporate or other action on its part; and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement has been duly and each other document validly executed and delivered in accordance with this Agreement by it and constitutes a legally its legal, valid and binding obligation enforceable against it in accordance with its terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar Laws relating to any Equitable Defenses; it the enforcement of creditors’ rights generally and by general equitable principles. (c) It is not Bankrupt and there in violation of any applicable Law, or any judgment entered by any federal, state, local or other Governmental Authority, which violations, individually or in the aggregate, would adversely affect its performance of any obligations under this Agreement. There are no legal or arbitration proceedings or any proceeding by or before any Governmental Authority, now pending or being contemplated by it or, (to its best knowledge, ) threatened against it which would result in it being which, if adversely determined, could have a material adverse effect upon its financial condition, operations, prospects or becoming Bankrupt; except business, as may be set forth in its reports filed with the SECa whole, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred . (d) The execution and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks delivery of this Agreement; , the consummation of the transactions herein contemplated and it has entered into this Agreement in connection compliance with the conduct terms and provisions hereof by it will not conflict with or result in a material breach of, or require any consent under, any of its business and constitutive documents, or any applicable Law, or any agreement or instrument to which it has the capacity is a party or the ability by which it is bound or to make which it is subject, or take delivery of the Product as provided in this Agreementconstitute a material default under any such agreement or instrument.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date12.1. NOVODX represents, each Party represents and warrants to CARING that as of the other Party that: it Effective Date as follows: 12.1.1. It is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its formation; it Delaware; 12.1.2. It has all Governmental Approvals necessary for it the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the hereunder; 12.1.3. Its execution, delivery and performance of this Agreement is within its powers, have has been duly authorized by all necessary action applicable corporate power and do not violate any of the terms authority, and conditions in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally it legal, valid and binding obligation enforceable against it in accordance with its terms, subject except as enforceability may be limited by applicable bankruptcy and insolvency laws and general principles of equity applicable to creditors rights: and 12.1.4. Its execution, deliver and performance of this Agreement does not and will not violate its By-laws or cause a violation or breach any Equitable Defenses; agreement, contract, court order or similar restriction to which it is not Bankrupt a party or is otherwise bound or subject. 12.2. CARING represents and there are no proceedings pending or being contemplated by it orwarrants to NOVODX that: 12.2.1. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; 12.2.2. It has the power and authority to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability execute and deliver this Agreement and to perform its obligations under hereunder enter into and agree the terms of this Agreement; no Event ; 12.2.3. Its execution and delivery of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and the performance of its obligation hereunder have been duly authorized by all applicable corporate power and authority, and this Agreement constitutes its legal, valid and binding obligation, enforceable against in it accordance with its terms, except as enforceability may be limited by applicable bankruptcy and insolvency laws and general principles of equity applicable to creditors rights; and 12.2.4. Its execution, delivery and performance of this Agreement does not and will not violate of contravene it By-Laws or cause a violation or breach of any contract, court order or other similar restriction to which it is a party or is otherwise bound or subject; 12.2.5. It shall at all times use the Research License and the Commercial License granted to it under the Agreement in compliance with all applicable laws and regulations; and 12.2.6. Its marketing and sale of Licensed Products shall comply with all applicable laws and regulations. 12.3. Except as otherwise expressly set forth in Section 12.1, NOVODX makes no other representations and warranties regarding the GoldN™ Ebola Rapid Diagnostic Test, Licensed Patents or Licensed Product, whether express or implied, including without limitation any warranty regarding their use, safety, efficacy, performance, or fitness for a particular purpose, any warranty of merchantability or any warranty or representation that the GoldN™ Ebola Rapid Diagnostic Test, Equipment and anything made, used, sold, or otherwise disposed of under the Research License and the Commercial License granted under this Agreement is appropriate or proper will be free from infringement of patents, copyrights, and other rights of Third Parties or any other express or implied legal or contractual warranty. In no event shall NOVODX be liable for it based upon its own judgmentincidental or consequential damages of any kind, is not relying upon the advice including economic damage or recommendations injury to property and lost profits, regardless of whether NOVODX shall be advised, shall have other reason to know, or in fact shall know of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery possibility of the Product as provided foregoing. NOVODX shall not incur any liability to CARING resulting from the supply or use of the GoldN™ Ebola Rapid Diagnostic Test and/or the Equipment. 12.4. CARING hereby release NOVODX and its regents, employees and agents forever from any and all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorney’s and investigative expenses) relating to the use or other disposition of a GoldN™ Ebola Rapid Diagnostic Test. 12.5. Throughout the Term, CARING shall maintain, in this Agreementfull force and effect comprehensive general liability (“CGL”) insurance, with single and aggregate claim limits reasonably acceptable to NOVODX.

General Representations and Warranties. On the Execution Date To induce Lender to enter into this Agreement and the CP Satisfaction Dateto make advances hereunder, each Party Borrower warrants, represents and warrants covenants to the other Party that: it Lender as follows: (A) Borrower is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of Texas; has duly qualified and is authorized to do business and is in good standing as a foreign corporation in all states and jurisdictions where the character of its formationProperties or the nature of its activities make such qualification necessary; it and has all Governmental Approvals necessary for it not been known as or used any corporate, fictitious or trade names in the past seven years except as disclosed on Exhibit C attached hereto and made a part hereof. (B) Borrower has the right and power and is duly authorized to enter into, deliver and perform its obligations under this Agreement, except for as Agreement and each of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts Other Agreements to which it is a party or any applicable Law; party, and this Agreement is, and each other document executed and of the Other Agreements when delivered in accordance with under this Agreement constitutes will be, a legally legal, valid and binding obligation of Borrower enforceable against it in accordance with its their respective terms, subject to any Equitable Defenses; it . (C) Borrower is not Bankrupt engaged principally, or as one of its important activities, in the business of purchasing or carrying "margin stock" (within the meaning of Regulation G or U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loans to Borrower will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, or be used for any purpose which violates or is inconsistent with the provisions of Regulations G, T, U or X of said Board of Governors. (D) Borrower has, and is in good standing with respect to, all governmental consents, approvals, authorizations, permits, certificates, inspections, and franchises which materially affect its ability to conduct its business as heretofore or proposed to be conducted by it and to own or lease and operate its Properties as now owned or leased by it. (E) Borrower owns or possesses all the patents, trademarks, service marks, trade names, copyrights and licenses necessary for the present and planned future conduct of its business without any known conflict with the rights of others. (F) Except as set forth on Exhibit D attached hereto and made a part hereof, there are no actions, suits, proceedings pending or being contemplated by it orinvestigations pending, or to its knowledgethe knowledge of Borrower, threatened threatened, against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it affecting Borrower or any of its Affiliates Properties in any legal proceedings court or before any governmental authority or arbitration board or tribunal, and no action, suit, proceeding or investigation shown on Exhibit D involves the possibility of materially and adversely affecting (G) Borrower has good, indefeasible and marketable title to and fee simple ownership of, or valid and subsisting leasehold interests in, all of its real Property, and good title to all of its other Property, in each case, free and clear of all Liens except Permitted Liens. (H) The balance sheet of Borrower and such other Persons described therein as of March 31, 1994, and the related statements of income, for the periods ended on such dates, have been prepared, to the best of Borrower's knowledge, in accordance with GAAP (except for changes in application in which Borrower's independent certified public accountants concur), and present fairly the financial positions of Borrower at such dates and the results of Borrower's operations for such periods. Since March 31, 1994, there has been no material change in the condition, financial or otherwise, of Borrower and such other Persons as shown on the balance sheet as of such date and no change in the aggregate value of Equipment and real Property owned by Borrower or such other Persons, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse. The fiscal year of Borrower for accounting purposes ends on December 31 of each year. (I) There is no fact which Borrower has failed to disclose to Lender in writing which materially affects adversely or, so far as Borrower can now foresee, will materially affect adversely the Properties, business, prospects, profits, or condition (financial or otherwise) of Borrower or the ability of Borrower to perform this Agreement. (J) Borrower has not received any notice to the effect that it is not in full compliance with any of the requirements of ERISA and the regulations promulgated thereunder. No fact or situation that could materially adversely affect result in a material adverse change in the financial condition of Borrower (including, but not limited to, any Reportable Event or Prohibited Transaction) exists in connection with any Plan. Borrower has no withdrawal liability in connection with a Multi-Employer Plan. (K) Borrower has filed all federal, state and local tax returns and other reports it is required by law to file and has paid, or made provision for the payment of, all taxes, assessments, fees and other governmental charges that are due and payable. (L) Borrower has duly complied with, and its ability Properties, business operations and leaseholds are in compliance in all material respects with, the provisions of all federal, state and local laws, rules and regulations applicable to perform Borrower, its obligations under this Agreement; no Properties or the conduct of its business. (M) No Default or Event of Default with respect to it has occurred will exist or result from the execution and is continuing and no such event or circumstance would occur as a result delivery of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper Borrower's performance hereunder. (N) There are no claims for it based upon its own judgmentbrokerage commissions, is not relying upon the advice finder's fees or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement investment banking fees in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in transactions contemplated by this Agreement.

General Representations and Warranties. On (a) Each of Zeotech, Hemsted, Groves, KJM, ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ (referred to hereinafter separately as a "Representor" and collectively as the Execution Date and the CP Satisfaction Date"Representors"), each Party severally but not jointly, hereby represents and warrants to the LS Capital and ▇▇▇▇▇▇▇ that such Representor has full right, power and authority to execute and deliver this Agreement and all other Party that: it is agreements, documents and instruments to be executed in connection herewith and perform such Representor's obligation hereunder and thereunder; each corporate Representor has been duly organized, is validly existing and is in good standing under the Laws of in the jurisdiction of its formation; in which it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Sellerwas incorporated; the execution, execution and delivery and performance by a corporate Representor of this Agreement is within its powersand all other agreements, documents and instruments to be executed by such Representor in connection herewith have been duly authorized by all necessary corporate action by such Representor; when this Agreement and do not violate all other agreements, documents and instruments to be executed by such Representor in connection herewith are executed by such Representor and delivered to LS Capital and ▇▇▇▇▇▇▇, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of such Representor enforceable against such Representor in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms of, any contract to which such Representor is a party or by which such Representor is bound or by which any of the assets of such Representor is bound or affected, (ii) violate any judgment against, or binding upon, such Representor or upon the assets of such Representor, (iii) result in the creation of any lien, charge or encumbrance upon any assets of such Representor pursuant to the terms and conditions of any such contract, or (iv) violate any provision in its governing the charter documents, bylaws or any contracts other agreement affecting the governance and control of any corporate Representor; there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of the assets of such Representor, this Agreement, or the transactions contemplated hereby, and there are no outstanding orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against, involving or affecting any assets of such Representor, this Agreement, or the transactions contemplated hereby; no consent or approval from any person is required in connection with the execution and delivery of this Agreement other than board of director approval of each corporate Representor, which has already been obtained; and the representations and warranties made immediately above and elsewhere herein are material to LS Capital and ▇▇▇▇▇▇▇ and are being relied upon by LS Capital and ▇▇▇▇▇▇▇ in connection with their decisions to enter into the transactions provided for by this Agreement. (b) Each of LS Capital and ▇▇▇▇▇▇▇, severally but not jointly, hereby represents and warrants to each Representor that it has full right, power and authority to execute and deliver this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith and perform its obligation hereunder and thereunder; it has been duly organized, is validly existing and is in good standing in the jurisdiction in which it was incorporated; the execution and delivery by it of this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith have been authorized by all necessary corporate action; when this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith are executed by it and delivered to the Representors, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of it enforceable against it in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms of, any contract to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; by which it is not Bankrupt bound or by which any of the assets of it is bound or affected, (ii) violate any judgment against, or binding upon, it or upon its assets, (iii) result in the creation of any lien, charge or encumbrance upon any of its assets pursuant to the terms of any such contract, or (iv) violate any provision in the charter documents, bylaws or any other agreement affecting the governance and control of it; there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of its assets, this Agreement, or the transactions contemplated hereby, and there are no proceedings pending outstanding orders, writs, injunctions or being contemplated by it ordecrees of any court, to its knowledgegovernmental agency or arbitration tribunal against, threatened against it which would result in it being involving or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or affecting any of its Affiliates assets, this Agreement, or the transactions contemplated hereby; no consent or approval from any legal proceedings that could materially adversely affect its ability to perform its obligations under person is required in connection with the execution and delivery of this Agreement; no Event the outstanding capital stock of Default ▇▇▇▇▇▇▇ consists of 5,000,000 ▇▇▇▇▇▇▇ Shares, all of which are owned by LS Capital; the ▇▇▇▇▇▇▇ Shares and the LS Capital Shares to be issued to the Contributors pursuant to this Agreement shall be duly authorized, validly issued, fully paid and non-assessable at the time that they are issued; and the representations and warranties made immediately above and elsewhere herein are material to each Representor and are being relied upon by each Representor in connection with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent Representor's decision to enter into this Agreement and as to whether this Agreement is appropriate or proper the transactions provided for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in by this Agreement.

General Representations and Warranties. On We represent and warrant that: 3.1 where we are subscribing for the Execution Date Shares from outside Singapore, the Fund Documents were provided to us by the Manager and/or the Fund solely in response to our unsolicited enquiry or application, and we are entering into this Subscription Agreement solely out of our own initiative, and not in response to any advertisement or solicitation by the CP Satisfaction DateManager and/or the Fund; 3.2 the acquisition, each Party represents holding and warrants disposition by us of any investment in the Fund and that the offer to subscribe for the Shares has not been offered or promoted to us in violation of any securities laws applicable to us; 3.3 we are and we will acquire the Shares as principal for investment purposes only, and not with a view to or for the re-sale, distribution or fractionalisation of the Shares, in whole or in part; 3.4 we are in compliance with all regulatory and legal requirements applicable to us to hold any Shares to which we may become entitled pursuant to this Subscription Agreement; 3.5 we are an Eligible Investor as defined in the Private Placement Memorandum and that we are not acting on behalf of or for the benefit of nor do we intend to transfer any Shares which we may subscribe for or purchase to any person who is not an Eligible Investor. We agree to notify the Fund immediately in the event that we become aware that we or any person for whom we hold the Shares has ceased to be an Eligible Investor or if any of the representations, declarations or statements contained herein are no longer accurate and complete in all respects. We acknowledge and understand that in such event any or all of such Shares held by us may be compulsorily redeemed by the Fund; 3.6 we have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits of our investment in the Fund; 3.7 we have been given the opportunity of asking questions of, and have received answers from, the Fund and/or the Manager relati ng to the other Party that: it is duly organizedbusiness to be conducted by the Fund, validly existing the financial condition and in good standing under the Laws capital of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this AgreementFund, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions of the offering and other matters relating to an investment in its governing documentsthe Fund, and we have evaluated the merits and risks of an investment in the Fund; 3.8 we have read carefully, fully considered, and are subscribing for the Shares in reliance on the information contained in the Fund Documents and, save as may be otherwise agreed in writing, have not relied on any other oral or written statement relating to or connected with the offering of Shares by the Fund, the Manager or any placing agent or any partner, officer, director, employee, shareholder or affiliate of any of them; and further that we are not subscribing for Shares as a result of, or pursuant to (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any Internet site whose information about the Fund is not password protected) or broadcast over television or radio, or (ii) any seminar or meeting whose attendees, including us, had been invited as a result of, or pursuant to, any contracts of the foregoing; 3.9 we have the financial ability to bear the economic risk of our investment in the Fund, have adequate means for providing for our current needs and possible contingencies and have no need for liquidity with respect to our investment in the Fund. We understand that our Shares cannot be redeemed or transferred except as expressly provided in the Fund Documents; 3.10 we are aware that an investment in the Fund involves substantial risk, we have determined that the Shares are a suitable investment for us to make and hold and that, at the date of this Subscription Agreement, we are able to bear the complete loss of our investment in the Fund and in particular, we understand that an investment in the Fund is only suitable for investors who understand the risks involved in acquiring such an investment, including but not limited to the risks set out in the section entitled "Risk Factors" in the Private Placement Memorandum and the section entitled "Specific Risk Factors" in the Supplement. We acknowledge that there can be no assurance that targeted returns will be achieved, that the Fund will achieve comparable results to those projected, that the Fund will not incur losses or that the Fund will be able to implement its investment strategy or achieve its investment objectives; 3.11 we have relied exclusively on the advice of, or have only consulted with, our own professional advisers relating to the tax, legal, currency and other economic considerations relating to our investment in the Fund. We confirm neither the Fund nor the Manager has provided, nor will they provide any legal and/or tax advice whatsoever, including but not limited to any structure or contract; 3.12 the monies used to fund the investment in the Shares are (i) not derived, directly or indirectly, from illegal or illegitimat e activities, including but not limited to narcotics trafficking, or activities that would violate any anti-money laundering laws or regulations or any other activities that would be in contravention of the Singapore AML/CFT Requirements; (ii) in no manner related to and will not be in any manner related to any "politically exposed person"; and (iii) from legitimate sources in connection with our regular business activities and which do not constitute the proceeds of criminal conduct or criminal property; 3.13 we are not named on a list of prohibited countries, territories, entities and individuals maintained by OFAC or under the European Union ("EU") and United Kingdom ("UK") Regulations, and is not operationally based or domiciled in a country or territory in relation to which it is current sanctions have been issued by the United Nations, EU or UK; and 3.14 we acknowledge and agree that we are responsible for our own tax affairs, that all of our tax obligations will be met with th e applicable competent authorities and, to the best of our knowledge, we have not committed or been convicted of any serious tax crimes; 3.15 if we are a party corporation, partnership, limited liability company, trust or any applicable Law; other entity, we are duly authorised and qualified to become a Shareholder in, and authorised to subscribe for Shares in, the Fund and the individual or individuals signing this Subscription Agreement and each other document executed giving the representations, warranties, acknowledgments and delivered confirmations contained in this Subscription Agreement, as the case may be, on our behalf has been duly authorised to do so and our application, subject to and in accordance with this Subscription Agreement constitutes a legally and the Fund Documents, to subscribe for the Shares is, and on acceptance by the Fund will be, our legal, valid and binding obligation obligations, enforceable against it in accordance with its terms, (subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened the court’s discretion) against it which would result us in it being or becoming Bankrupt; except as may be set forth in its reports filed accorda nce with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the their respective terms, conditions and risks provisions; 3.16 where we are subscribing for Shares as a nominee, agent or trustee for other person(s), we are duly authorised and qualified to give the representations, warranties, acknowledgments and confirmations contained in this Subscription Agreement on behalf of each of the beneficial holders; 3.17 the execution and delivery of this Subscription Agreement; , our acquisition of Shares and it has entered into this Agreement the consummation of any consequential transactions will not conflict with, or result in any violation of or default under any agreement or other instrument to which we are a party or by which we or any of our properties are bound, or any permit, franchise, judgment, decree, statute, rule or regulation applicable to us or our properties; 3.18 any information that we have furnished and/or may furnish in connection with this Subscription Agreement to the conduct Fund and the Manager (on behalf of its business the Fund), is true, correct and it has complete in all material respects as of the capacity date of the execution by us of this Subscription Agreement, and if there is any change in that information prior to our admission to the Fund as a Shareholder, we will immediately notify the Fund and/or the Manager in writing of that fact; 3.19 we shall at all times keep confidential and not, directly or indirectly, disclose, furnish, copy or make accessible to anyone, or use in any manner that would be adverse to the interests of the VCC, the Fund or the ability Manager, any confidential or proprietary information relating to make the business or take delivery assets of the Product as provided VCC, the Fund or the Manager to which we have been or shall become privy, except:‌ (a) with the prior written approval of the Directors and the Manager; (b) where and only to the extent such information is otherwise publicly available (other than information made publicly available by us relying on this exemption in disclosing such information in breach of this Agreementparagraph 3.19); or (c) where and only to the extent required to be disclosed by law. Before any disclosure of any such information on the grounds that such disclosure is required by law, we shall so inform the VCC and the Manager and shall give the VCC and the Manager, to the greatest extent reasonably practicable, an opportunity to contes t whether such information is required by law to be disclosed.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (iA) CPUC Approval in the case of Buyer, and (iiB) all Governmental Approvals permits necessary to constructinstall, operate and maintain the Project and related interconnection facilities in the case of Seller; ; (iii) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable Law; to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (vii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (ix) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party hereby represents and warrants to the other Party that: it : (a) It is duly organized, validly existing and in good standing under the Laws of the jurisdiction state of its formation; it formation and is duly qualified to do business in the jurisdiction where the Site is located. (b) It has all Governmental Approvals necessary for it power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the its execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action on its part; and do this Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general equitable principles. (c) As of the Effective Date, (i) it is not violate in violation of any applicable Legal Requirement, or any judgment entered by any national, regional or local Governmental Authority, which violations, individually or in the aggregate, would adversely affect its performance of any obligations under this Agreement and (ii) there are no legal or arbitration proceedings or any proceeding by or before any Governmental Authority, now pending or (to its best knowledge) threatened against it which, if adversely determined, could have a material adverse effect upon its financial condition, operations, prospects or business, as a whole, or its ability to perform under this Agreement. (d) No authorization, approval, exemption, or consent of or by any Person is required by it in connection with the execution, delivery, and performance of this Agreement. (e) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms and conditions provisions hereof by it will not conflict with or result in a material breach of, or require any consent under, any of its governing constitutive documents, or any contracts applicable Law, or any agreement or instrument to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; by which it is not Bankrupt and there are no proceedings pending bound or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own accountsubject, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice constitute a material default under any such agreement or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementinstrument.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation; it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under in accordance with this Agreement, except for as of the Execution Date (i) other than CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable Lawto it; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementperform hereunder.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Indemnitor represents and warrants to the other Party that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; : (a) (i) it has all Governmental Approvals necessary for it the full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Sellerhereunder; the execution, delivery and performance of this Agreement is within its powers, have by Indemnitor has been duly and validly authorized by all necessary requisite organizational action and do (ii) this Agreement will not violate result in the breach of any term or provision of the terms and conditions operating agreement or other governing instrument of Indemnitor; (b) intentionally deleted; (c) compliance with this Agreement will not result in its governing documentsthe breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of, any contracts obligation under any agreement, indenture or loan or credit agreement or other instrument to which Indemnitor or the Premises is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Indemnitor or the Premises is subject; (d) there is no action, suit, proceeding or investigation pending or to Indemnitor’s knowledge, threatened against it is a party that, either in any one instance or any applicable Law; in the aggregate, would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Indemnitor described herein, or that would be likely to impair materially the ability of Indemnitor to perform under the terms of this Agreement or have a Material Adverse Effect; (e) no approval, authorization, order, license or consent of, or registration or filing with, any Governmental Authority or other Person, and each no approval, authorization or consent of any other document executed party is required in connection with the execution and delivered delivery of and performance of this Agreement (except for Governmental Authorities in accordance connection with the performance hereof); and (f) this Agreement constitutes a legally valid valid, legal and binding obligation of Indemnitor, enforceable against it in accordance with its termsthe terms hereof, subject to any Equitable Defenses; it is not Bankrupt bankruptcy, insolvency and there are no proceedings pending similar laws of general applicability relating to or being contemplated by it or, affecting creditors’ rights and to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementgeneral equity principles.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party (a) JVWeb hereby represents and warrants to the other Party that: it is Company that JVWeb has been duly organized, is validly existing and is in good standing in the jurisdiction in which it was incorporated; JVWeb has full right, power and authority to execute and deliver this Agreement and all other agreements, documents and instruments to be executed in connection herewith and perform JVWeb's obligation hereunder and thereunder; the execution and delivery by JVWeb of this Agreement and all other agreements, documents and instruments to be executed by JVWeb in connection herewith have been authorized by all necessary corporate action by JVWeb; when this Agreement and all other agreements, documents and instruments to be executed by JVWeb in connection herewith are executed by JVWeb and delivered to the Company, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of JVWeb enforceable against JVWeb in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of; or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms of; any contract to which JVWeb is a party or by which JVWeb is bound or by which any of the assets of JVWeb is bound or affected, (ii) violate any judgment against, or binding upon, JVWeb or upon the assets of JVWeb, (iii) result in the creation of any lien, charge or encumbrance upon any assets of JVWeb pursuant to the terms of any such contract, or (iv) violate any provision in the charter documents, bylaws or any other agreement affecting the governance and control of JVWeb; there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of the assets of JVWeb, this Agreement, or the transactions contemplated hereby, and there are no outstanding orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against, involving or affecting any assets of JVWeb, this Agreement, or the transactions contemplated hereby; no consent or approval from any person on the part of JVWeb is required in connection with the execution and delivery of this Agreement other than board of director approval of JVWeb, which has already been obtained; that JVWeb has delivered to the Company copies of certain documents and reports as filed by JVWeb with the Securities and Exchange Commission ("Commission") and other disclosure documents listed and described on Exhibit A attached hereto and made a part hereof; which together provide all material information concerning JVWeb and do not omit any material information necessary to make information provided not misleading; that when issued and delivered to the Company, the Shares shall be duly authorized, validly issued, fully paid and non-assessable Shares of Common Stock of JVWeb; and the representations and warranties made immediately above and elsewhere herein are material to the Company and are being relied upon by the Company in connection with its decision to issue and sell the Interest to JVWeb pursuant to this Agreement. (b) The Company hereby represents and warrants to JVWeb that the Company has full right, power and authority to execute and deliver this Agreement and all other agreements, documents and instruments to be executed by the Company in connection herewith and perform the Company's obligation hereunder and thereunder; the Company has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval a limited liability company in the case State of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of SellerTexas; the execution, execution and delivery and performance by the Company of this Agreement is within its powersand all other agreements, documents and instruments to be executed by the Company in connection herewith have been duly authorized by all necessary action entity action; when this Agreement and do not violate any all other agreements, documents and instruments to be executed by the Company in connection herewith are executed by the Company and delivered to JVWeb, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of; or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms and conditions in its governing documents, of; any contracts contract to which it the Company is a party or by which the Company is bound or by which any applicable Lawof the assets of the Company is bound or affected, (ii) violate any judgment against, or binding upon, the Company or upon the Company's assets, (iii) result in the creation of any lien, charge or encumbrance upon any of the Company's assets pursuant to the terms of any such contract, or (iv) violate any provision in the charter documents, bylaws or any other agreement affecting the governance and control of it; there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of the Company's assets, this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its termsAgreement, subject to any Equitable Defenses; it is not Bankrupt or the transactions contemplated hereby, and there are no proceedings pending outstanding orders, writs, injunctions or being contemplated by it ordecrees of any court, to its knowledgegovernmental agency or arbitration tribunal against, threatened against it which would result in it being involving or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or affecting any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under the Company's assets, this Agreement, or the transactions contemplated hereby; no Event of Default with respect to it has occurred and consent or approval from any person is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon required on the advice or recommendations part of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement Company in connection with the conduct of its business execution and it has the capacity or the ability to make or take delivery of this Agreement other than approval by the Product managers and members of the Company, which has been obtained; and when issued to JVWeb pursuant to this Agreement, the Interest shall be duly authorized, validly issued, fully paid and non-assessable (except as provided in the Regulations of the Company) at the time of issue; and the representations and warranties made immediately above and elsewhere herein are material to JVWeb and are being relied upon by JVWeb in connection with JVWeb's decision to purchase the Interest pursuant to this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Original Pledgor represents and warrants to the other Party that: it : (a) Such Pledgor is (i) duly organized, validly existing and in good standing under the Laws laws of the jurisdiction identified as its jurisdiction of its formation; it organization in Schedule 1, (ii) has all Governmental Approvals necessary for it requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect, and (iv) has the power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date Agreement and each other agreement contemplated hereby to which it is or will be a party. (ib) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the The execution, delivery and performance by each Pledgor of this Agreement is within its powers, and each other Loan Document executed and delivered by each Pledgor on the Effective Date have been duly authorized by all necessary requisite corporate and, if required, stockholder action and do will not (i) violate (A) any provision of law, statute, rule or regulation, or of the terms and conditions in its governing documentscertificate or articles of incorporation or other constitutive documents or by-laws of such Pledgor, (B) any contracts order of any Governmental Authority or (C) any provision of any material indenture, agreement or other instrument to which it such Pledgor is a party or by which any applicable Law; this of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such material indenture, agreement or other instrument or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by such Pledgor (except a Transaction Lien). (c) This Agreement and each other document has been duly executed and delivered in accordance with this Agreement by such Pledgor and constitutes a legally legal, valid and binding obligation of such Pledgor enforceable against it such Pledgor in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (ii) general principles of equity. (d) Schedule 2 lists all Equity Interests (excluding Excluded Property) in any Subject Issuer directly owned by such Pledgor as of the Effective Date. Schedule 3 lists, as of the Effective Date, (i) all Securities (excluding Excluded Property) issued by any Subject Issuer directly owned by such Pledgor (and not listed in Schedule 2), (ii) all Instruments (excluding Excluded Property) directly owned by such Pledgor evidencing indebtedness of any Subject Issuer in a principal amount of $50,000,000 or more and (iii) all Securities Accounts to which Financial Assets are credited in respect of which such Pledgor owns Security Entitlements to any of the foregoing investment property. Such Pledgor holds all such Equity Interests, Securities and Instruments directly (i.e., not through a Subsidiary, a Securities Intermediary, Depository Trust Company or any other Person). (e) All Collateral owned by such Pledgor is owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) Permitted Liens. Schedule 5 lists all Permitted Liens (other than inchoate tax liens and other similar statutory liens) with respect to the Collateral consisting of Equity Interests and intercompany indebtedness existing on the date hereof. All shares of capital stock included in its Pledged Equity Interests (including shares of capital stock in respect of which such Pledgor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any Equitable Defenses; it option to purchase or similar right of any Person. Such Pledgor is not Bankrupt and there are will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (f) Such Pledgor has not performed any acts that might prevent the Secured Party from enforcing any of the provisions of the Security Documents or that would limit the Secured Party in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Pledgor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, all Collateral consisting of certificated securities or instruments owned by such Pledgor and required to be delivered to the Secured Party will have been delivered in the Secured Party in accordance with the delivery instructions provided to the Pledgor by the Secured Party free and clear of the claims of any other Person or security interest therein, other than the Secured Party or any other Permitted Lien and no proceedings pending Pledged Investment Property, Pledged Deposit Account or being contemplated Pledged Electronic Chattel Paper owned by it such Pledgor will be under the Control of any other Person having a claim thereto or a security interest therein other than a Permitted Lien. (g) The Transaction Liens on all Collateral owned by such Pledgor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Pledgor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, subject to its knowledgeclause (ii) of the proviso to Section 3(a), threatened against it which would result will secure all the Secured Obligations or such Pledgor’s Secured Guarantee, as the case may be. (h) The information set forth in it being or becoming Bankrupt; Schedule 1 as to such Pledgor is correct and complete as of the Effective Date. (i) When UCC financing statements describing the Collateral as “all personal property” have been filed in the central UCC filing offices of the jurisdictions specified in Schedule 1, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Pledgor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such (i) UCC financing statements, (ii) Intellectual Property Filings and (iii) other filings as may be set forth in its reports filed necessary to limit or avoid the application of Section 3(d), no registration, recordation or filing with the SEC, there any Governmental Authority is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement required in connection with the conduct of its business and it has the capacity execution or the ability to make or take delivery of the Product as provided Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or (except with respect to Equity Interests in this Agreementany Regulated Subsidiary) for the enforcement of the Transaction Liens.

General Representations and Warranties. On the Execution Date To induce Bank to originate Accounts and the CP Satisfaction Datepermit Purchases thereon, each Party represents Retailer, jointly and warrants severally, makes the following representations and warranties to the other Party that: it Bank, and each of which shall be deemed to be restated and remade on each date on which Bank originates any Account or extends any credit hereunder: (a) Each Retailer (i) is duly organized, validly existing existing, and in good standing under the Laws laws of the jurisdiction state of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreementorganization, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) is duly qualified and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (iii) has the requisite power and authority and the legal right to own and operate its properties, to lease the properties it operates under lease, and to conduct its business as now conducted and as it is contemplated to be conducted hereafter; (iv) has all Governmental Approvals necessary licenses, permits, consents, or approvals from or by, and has made all necessary notices to, all governmental authorities having jurisdiction, to constructthe extent required for such current ownership and operations or for such further operations as are proposed to be conducted; and (v) is in compliance with its organizational documents. (b) The execution, operate delivery, and maintain the Project performance of this Agreement and related interconnection facilities in the case of Seller; all instruments and documents to be delivered by each Retailer hereunder and the execution, delivery and performance of this Agreement is the Gap Guaranty: (i) are within its powers, power; (ii) have been duly authorized by all necessary action and proper corporate, partnership or membership action; (iii) do not and will not contravene any provisions of its organizational documents; (iv) do not and will not violate any law or regulation or any order or decree of any court or governmental instrumentality; (v) do not and will not conflict with or result in the terms and conditions in its governing documentsmaterial breach of, or constitute a material default under any contracts indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it is a party or by which it or any applicable Lawof its assets or property are bound; this and (vi) do not require any filing or registration with or the consent or approval of any governmental body, agency, authority, or any other person which has not been made or obtained. This Agreement and each other document has been duly executed and delivered in accordance with this Agreement by each Retailer and constitutes a legally valid legal, valid, and binding obligation of such Retailer, enforceable against it such Retailer in accordance with its terms. The Gap Guaranty has been duly executed and delivered by The Gap, subject Inc. and constitutes the legal, valid and binding obligation of The Gap, Inc. enforceable against The Gap, Inc. in accordance with its terms. (c) The Gap, Inc. and each other Retailer is Solvent. (d) Neither The Gap, Inc. nor any other Retailer is in default with respect to any Equitable Defenses; material contract, agreement, lease or other instrument to which it is a party which default could have a material adverse impact on The Gap, Inc. or on any other Retailer or any Retailer’s ability to perform under this Agreement or on The Gap, Inc.’s ability to perform the Gap Guaranty. Neither The Gap, Inc. nor any other Retailer has received any notice of default under any material contract, agreement, lease or other instrument which default could have a material adverse impact on The Gap, Inc. or on any other Retailer or on any Retailer’s ability to perform under this Agreement or on The Gap, Inc.’s ability to perform the Gap Guaranty. (e) No contract, agreement, lease, or other instrument to which The Gap, Inc. or any other Retailer is a party or by which The Gap, Inc. or any other Retailer is bound, and no provision of Applicable Law could materially and adversely affect the financial condition, business, operations, property or prospects of The Gap, Inc. or any other Retailer. (f) All information furnished by each Retailer to Bank for purposes of or in connection with this Agreement or any information hereafter furnished by any Retailer to Bank, is and will be true and correct in all material respects and no such information omits to state a material fact necessary to make the information so furnished not Bankrupt misleading. There is no fact known to any Retailer which the Retailer has not disclosed to Bank which could materially and there adversely affect the financial condition, business, operations, property, or prospects of The Gap, Inc. or any other Retailer. (g) No Default or Event of Default has occurred and is continuing. (h) The state of organization, chief executive office and principal place of business of each Retailer is accurately set forth on Schedule 8.03(h) hereto. The correct legal name of each Retailer is set forth on Schedule 8.03(h) hereto. Such name, together with the Licensed Marks are the only names under which Retailers currently conduct or have heretofore conducted business. Each Retailer owns the Licensed Marks used by such Retailer or has received all necessary authority from the owner(s) of any Licensed Mark to use such Licensed Marks in connection with the Program and to license the use of such Licensed Marks to Bank as herein provided. (i) There are no actions, suits or proceedings existing or pending before any court, arbitrator or being contemplated by it governmental administrative body or agency, or, to its knowledgethe knowledge of any Retailer, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SECThe Gap, there is not pending or, to its knowledge, threatened against it Inc. or any other Retailer, which could affect the validity or enforceability of this Agreement or the Gap Guaranty or which could have a material adverse effect on the ability of any Retailer to perform its Affiliates any legal proceedings that could materially adversely affect its obligations hereunder or on the ability of The Gap, Inc. to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this AgreementGap Guaranty.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Borrower represents and warrants to the other Party Bank that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; : (a) it has all Governmental Approvals necessary for it the power to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, Contract and (ii) all Governmental Approvals necessary action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (b) this Agreement is within Contract constitutes its powerslegally valid, have been duly authorized by all necessary action binding and enforceable obligations; (c) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not violate and will not: (i) contravene or conflict with any of the terms and conditions in its governing documentsapplicable law, statute, rule or regulation, or any contracts judgement, decree or permit to which it is a party subject; or (ii) contravene or conflict with any applicable Law; this Agreement and each agreement or other document executed and delivered in accordance with this Agreement constitutes a legally valid and instrument binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against upon it which would result in it being or becoming Bankrupt; except as may might reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under this Agreement; Contract; (d) there has been no Material Adverse Change since 25 August 2015; (e) no event or circumstance which constitutes an Event of Default with respect to it has occurred and is continuing and unremedied or unwaived; (f) no such event litigation, arbitration, administrative proceedings or circumstance would occur as investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a result Material Adverse Change, nor is there subsisting against it or any of its entering into subsidiaries or performing the PMU, or any PIU or any Final Beneficiary any unsatisfied judgement or award; (g) it has and the PMU, the PIUs and the Final Beneficiaries have obtained all necessary Authorisations in connection with this Contract and the Project and/or Sub-projects in order to lawfully comply with their obligations hereunder, and the Project, the Sub-projects and all such Authorisations are in full force and effect and admissible in evidence; (h) its payment obligations under this Agreement; Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to companies generally; (i) it is acting for in compliance with Article 6.04(e) and to the best of its own account, knowledge and belief (having made due and careful enquiry) no Environmental or Social Claim has made its own independent decision to enter into this Agreement and as to whether this Agreement been commenced or is appropriate or proper for it based upon its own judgment, is not relying upon threatened against it; (j) the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and acceptsProject (including without limitation, the termsnegotiation, conditions award and risks performance of this Agreement; contracts financed or to be financed by the Loan) has not involved or given rise to, any Prohibited Conduct; (k) to the best of its knowledge, having made all reasonable enquiries, no funds invested in the Project by the Borrower, the PMU, by any PIU or by any Final Beneficiary are of illicit origin, including products of Money Laundering or linked to the Financing of Terrorism; (l) neither the Borrower, the PMU, any PIU, any Final Beneficiary, their officers and it directors nor any other person acting on their behalf or under their control has entered into this Agreement committed nor will commit (i) any Prohibited Conduct in connection with the conduct Project, any Sub-project or any transaction contemplated by the Contract; or (ii) any illegal activity related to the Financing of its business Terrorism or Money Laundering; (m) the Borrower is a state party to the New York Convention and any arbitral award or judgment obtained in accordance with the terms of this Contract will be recognised and enforced under the laws of Moldova; and (n) it has is in compliance with all undertakings under this Article 6. The representations and warranties set out above shall survive the capacity or the ability to make or take delivery execution of the Product as provided in this AgreementContract and are deemed repeated on each Scheduled Disbursement Date and each Payment Date.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Borrower represents and warrants to the other Party Administrative Agent and Lenders that: it : (A) Such Borrower is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State or Territory set forth opposite its name on SCHEDULE B attached hereto, and its State-issued or Territory-issued organizational identification number is set forth opposite its name on such SCHEDULE B; (B) Such Borrower has not used, during the five (5) year period preceding the date of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for and on the date hereof, does not intend to use, any other corporate or fictitious name, other than as a result of merger, restructuring or reorganization; (C) Such Borrower has the Execution Date right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and the Ancillary Agreements; (iD) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the The execution, delivery and performance by such Borrower of this Agreement and the Ancillary Agreements shall not, by its execution or performance, the lapse of time, the giving of notice or otherwise, constitute a violation of any material and any applicable law, rule, regulation, judgment, order or decree applicable to such Borrower or its assets or constitute a material breach of any provision contained in such Borrower's charter or by-laws or contained in any material agreement, instrument, indenture or other document to which such Borrower is within now a party or by which it or any of its powersproperty is bound; (E) Such Borrower's use of the proceeds of any advances made by each Lender hereunder are, have been and will continue to be, legal and proper corporate uses (duly authorized by its board of directors, in accordance with any applicable law, rule or regulation) and such uses are consistent with all material and applicable laws, rules and regulations, as in effect as of the date hereof; (F) Such Borrower has, and is current and in good standing with respect to, all material governmental approvals, permits, certificates, inspections, consents and franchises necessary action to conduct and do to continue to conduct its business and its intended business and to own or lease and operate its properties as now owned or leased and operated by it; (G) None of such approvals, permits, inspections, certificates, consents or franchises contains any term, provision, condition or limitation more burdensome than such as are generally applicable to Persons engaged in the same or similar business as such Borrower; (H) Such Borrower now has capital sufficient to carry on its business and transactions and all businesses and transactions in which it is about to engage and is now able to pay its debts as they mature and such Borrower now owns property the fair saleable value of which is greater than the amount required to pay such Borrower's debts; (I) Except as disclosed in the Financials or on SCHEDULE 2, such Borrower has no Liabilities and has not violate guaranteed the obligations of any other Person (except for Permitted Debt); (i) There are no strikes, work stoppages, labor disputes decertification petitions, union organizing efforts, grievances or other claims pending or, to such Borrower's knowledge, threatened in writing, between such Borrower and any of its employees, other than employee grievances or other claims arising in the ordinary course of business which, in the aggregate, would not have a Material Adverse Effect on each Borrower and (ii) to the best of such Borrower's knowledge, such Borrower has no obligation under any collective bargaining agreement or any employment agreement. To such Borrower's knowledge, there is no organizing activity pending or threatened in writing by any labor union or group of employees. There are no representation proceedings pending or threatened with the National Labor Relations Board or other applicable governmental authority, and no labor organization or group of employees has made a pending demand for recognition. There are no material complaints or charges pending or, to such Borrower's knowledge, threatened to be filed with any governmental authority or arbitrator based on, arising out of, in connection with or otherwise relating to the employment or termination of employment by such Borrower of any individual or group of individuals which, if decided adversely to each Borrower, would have a Material Adverse Effect on such Borrower or as set forth on SCHEDULE 5; (K) Except as described in SCHEDULE 5, there are no actions, suits or proceedings at law or in equity or by or before court, arbitrator or any governmental instrumentality or other agency or regulatory authority now pending or, to such Borrower's knowledge, threatened against or affecting such Borrower or any of its subsidiaries or the businesses, assets or rights of such Borrower or any of its Subsidiaries (a) which involve this Agreement or any of the terms other Credit Documents or any of the transactions contemplated hereby and conditions thereby, or (b) as to which, if adversely determined, could, individually or in the aggregate, have a Material Adverse Effect; (L) Such Borrower has good, indefeasible and merchantable title to and ownership of its governing documentsCollateral, free and clear of all Liens, claims, security interests and other encumbrances, except those of Administrative Agent, Lenders and Permitted Liens. All real property owned by Borrowers is set forth on SCHEDULE 6 attached hereto (the "OWNED PROPERTY"). IRI holds fee simple title to the Owned Property, subject only to real estate taxes not delinquent or payable and to covenants, conditions, restrictions and easements of record, none of which would have a Material Adverse Effect. (M) Such Borrower is not in violation of any contracts applicable statute, rule, regulation or ordinance of any governmental entity of any country, state, province, territory, region, city, town, municipality, county or of any other jurisdiction, or of any agency thereof, in any respect which would have a Material Adverse Effect; (N) Such Borrower is not in default under any material indenture, loan agreement, mortgage, lease, trust deed, deed of trust or other similar agreement relating to the borrowing of monies to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates property is bound; (O) The Financials fairly present in all material respects the assets, liabilities and financial condition and results of operations of such Borrower and such other Persons on a consolidated basis as are described therein as of the stated dates; there are no omissions or other facts or circumstances which are or may be material and there (i) has been no material and adverse change in the assets, liabilities or financial or other condition of such Borrower or any legal proceedings such Person since the date of the Financials and (ii) exists no equity or long term investments in or outstanding advances to any Person not reflected in the Financials or disclosed on SCHEDULE 2; (P) Neither such Borrower nor any Subsidiary of such Borrower has received a notice to the effect that could materially adversely affect it is not in full compliance with any of the requirements of ERISA and the regulations promulgated thereunder and, to the best of its ability knowledge, there exists no event described in Section 4043 of ERISA, excluding subsections 4043(b)(2) and 4043(b)(3) ("REPORTABLE EVENT"); (Q) Such Borrower's execution and delivery of this Agreement and the Ancillary Agreements do not directly or indirectly violate or result in any violation of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System (12 CFR 221, 207, 220 and 224, respectively) and such Borrower does not own or intend to perform purchase or carry any "MARGIN SECURITY," as defined in such Regulations; (R) Except as set forth on SCHEDULE 7, as of the date of this Agreement such Borrower has no Subsidiaries and does not own an equity interest in any other Person; (S) Such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any material amount of its obligations under this Agreement; Accounts or General Intangibles; (T) None of such Borrower's Collateral has been pledged or sold to any other Person or otherwise encumbered, except as permitted hereunder. Such Borrower is the owner of its Collateral free of all Liens and encumbrances except those of Administrative Agent and except for the Permitted Liens and no Event financing statement concerning the Collateral, except any filed on behalf of Default Administrative Agent and those relating to Permitted Liens; (U) To the best of such Borrower's knowledge, each property (including underlying ground water), operation and facility that such Borrower operates or controls is in compliance with all statutes, judicial or administrative orders, licenses, permits and governmental rules and regulations applicable to them, including Environmental Laws, the noncompliance with which is reasonably likely to have a Material Adverse Effect; (V) A true and correct list and description (including coverages, deductibles and expiration dates) of all insurance policies which are owned by such Borrower or which name such Borrower as an insured (or loss payee) are set forth on SCHEDULE 8, including, but not limited to, property and casualty insurance, Directors' and Officers' insurance and key-man insurance. All such insurance policies are in full force and effect and such Borrower has not received notice of cancellation of any such insurance policies (other than routinely delivered in renewal notices on invoices); (W) All U.S. registered copyrights, patents, service marks and trademarks of each Borrower are listed on SCHEDULE 9 attached hereto. Such Borrower possesses adequate intellectual property to conduct its business as it is currently being conducted; (X) Such Borrower and each of its Subsidiaries have filed or caused to be filed all Federal, foreign, state and local tax returns which are required to be filed by it, and have paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, other than any taxes or assessments, the validity of which such Borrower or its Subsidiary are contesting in good faith by appropriate proceedings, and with respect to it has occurred which Borrowers shall have set aside on its books adequate reserves; and (Y) All factual information furnished by or on behalf of such Borrower to Administrative Agent and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable Lenders for purposes of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement or in connection with the conduct Revolving Credit Facility is, and all other such factual information hereafter furnished by or on behalf of its business such Borrower will be, true and it has accurate in all material respects on the capacity or the ability date as of which such information is furnished and not materially incomplete by omitting to state any fact necessary to make or take delivery such information not misleading at such time in light of the Product as provided in this Agreementcircumstances under which such information was provided.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Participant hereby represents and warrants to each of the other Party Participants that: : (a) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; State where it is domiciled; (b) as applicable, it has all Governmental Approvals necessary for it requisite corporate, limited liability company, or other power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date ; (ic) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have by the Participant: (i) has been duly authorized by all necessary action the Participant; and (ii) will not conflict with, result in a breach of or constitute a default under any other agreement to which such Participant is a party to or by which the Participant is bound; (d) it is duly licensed, authorized or qualified to do not violate any business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its Assets or the transaction of business of the terms character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse impact on the Participant’s ability to fulfill its obligations under this Agreement; (e) it is, to the best of its knowledge, in compliance in all material respects with all applicable Laws, the violation of which would have a material impact on its or any other Participant’s ability to fulfill its obligations under this Agreement, and conditions has obtained all applicable permits and licenses required of it in connection with its governing documentsobligations under this Agreement; (f) there is no outstanding litigation, any contracts arbitrated matter or other dispute to which it is a party or any applicable Law; this Agreement and each which, if decided unfavorably to it, would reasonably be expected to have a Material Adverse Effect on the other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its Participants’ ability to fulfill their respective obligations under this Agreement; (g) it has the right, free and clear of any liens or encumbrances to grant the rights and deliver any technology or services to another Party and perform its obligations under this Agreement; no Event . Further, it warrants and represents that none of Default with respect the technology it provides to any other Party will violate any patent, copyright, trade secret, trademark, trade dress, or other intellectual property right of any third party. (h) it has occurred will at all times exercise due care, prudence and is continuing diligence in carrying out its duties and no such event or circumstance would occur as a result of its entering into or performing its obligations responsibilities under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Indemnitor represents and warrants to the other Party that: it as follows: 3.1.1 Each Indemnitor that is duly organizeda corporation, validly existing partnership or limited liability company represents and in good standing under the Laws of the jurisdiction of its formation; warrants that (i) it has all Governmental Approvals necessary for it the full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Sellerhereunder; the execution, delivery and performance of this Agreement is within its powers, have by such Indemnitor has been duly and validly authorized by all necessary requisite organizational action and do (ii) this Agreement is in the ordinary course of business of each Indemnitor and will not violate result in the breach of any term or provision of the terms and conditions in its charter, by-laws, partnership or trust agreement, articles of organization, operating agreement or other governing documents, any contracts to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance instrument of such Indemnitor; 3.1.2 Compliance with this Agreement will not result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under any agreement, indenture or loan or credit agreement or other instrument to which each Indemnitor or the Property is subject, or, to the best of such Indemnitor's knowledge, result in the violation of any law, rule, regulation, order, judgment or decree to which such Indemnitor or the Property is subject; other than, in each case such conflicts, defaults or violations that would not result in a material adverse change in the business, operations, financial condition, properties or assets of such Indemnitor, or in any material impairment of the right or ability of such Indemnitor to carry on its business substantially as now conducted, or in any material liability on the part of such Indemnitor, or draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of such Indemnitor contemplated herein, or be likely to impair materially the ability of such Indemnitor to perform under the terms of this Agreement; 3.1.3 There is no action, suit, proceeding or investigation pending or, to the best of such Indemnitor's knowledge, threatened against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of Property Owner or any Indemnitor, or in any material impairment of the right or ability of Property Owner or any Indemnitor to carry on its business substantially as now conducted, or in any material liability on the part of Property Owner or any Indemnitor, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of each Indemnitor contemplated herein, or which would be likely to impair materially the ability of any Indemnitor to perform under the terms of this Agreement; 3.1.4 No approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Agreement; and 3.1.5 This Agreement constitutes a legally valid valid, legal and binding obligation of each Indemnitor, enforceable against it in accordance with its termsthe terms hereof subject, subject as to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it orenforcement, to its knowledgebankruptcy, threatened against it which would result in it being insolvency, reorganization and other laws of general applicability relating or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, affecting creditors' rights and to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementgeneral equity principals.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals permits necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; ; (iii) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Law, rule, regulation, order or the like applicable Law; to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (vii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (ix) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date To induce Lender to enter into this Agreement and the CP Satisfaction Dateto make advances hereunder, each Party represents Borrower represents, warrants and warrants covenants to the other Party that: it Lender as follows: (A) Borrower is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of Georgia; has duly qualified and is authorized to do business and is in good standing as a foreign corporation in all states and jurisdictions where the character of its formationProperties or the nature of its activities make such qualification necessary; it and does not use any corporate, fictitious or trade names. (B) Borrower has all Governmental Approvals necessary for it the power and is duly authorized to enter into, deliver and perform its obligations under this Agreement, except for as Agreement and each of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts Other Agreements to which it is a party or any applicable Law; party, and this Agreement is, and each other document executed and of the Other Agreements when delivered in accordance with under this Agreement constitutes will be, a legally legal, valid and binding obligation of Borrower enforceable against it in accordance with its their respective terms, subject to any Equitable Defenses; it . (C) Borrower is not Bankrupt engaged principally, or as one of its important activities, in the business of purchasing or carrying "margin stock" (within the meaning of Regulation G or U of the Board of Governors), and there no part of the proceeds of any Loans to Borrower will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, or he used for any purpose which violates or is inconsistent with the provisions of Regulation X of the Board of Governors. (D) Borrower has all governmental consents, approvals, authorizations, permits, certificates, inspections, and franchises necessary to conduct its business as heretofore or proposed to be conducted by it and to own or lease and operate its Properties as now owned or leased by it. (E) Borrower owns, possesses or has applied for registration of all the patents, trademarks, service marks, trade names, copyrights and licenses necessary for the present and planned future conduct of its business without any known conflict with the rights of others. (F) There are no actions, suits, proceedings pending or being contemplated by it orinvestigations pending, or to its knowledgethe knowledge of Borrower, threatened threatened, against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it affecting Borrower or any of its Affiliates Properties in any legal proceedings that could court or before any governmental authority or arbitration board or tribunal which involve the possibility of materially and adversely affect its affecting the Properties or condition (financial or otherwise) of Borrower or the ability of Borrower to perform its obligations under this Agreement; . (G) Borrower has good, indefeasible and marketable title to and fee simple ownership of, or valid and subsisting leasehold interests in, all of its real Property, and good title to all of its other Property, in each case, free and clear of all Liens except Permitted Liens. (H) The Consolidated balance sheet of Borrower and its Consolidated Subsidiaries as of June 29, 1996, and the related Consolidated statements of income, Consolidated stockholder's equity, and Consolidated cash flows for the periods ended on such dates, have been prepared in accordance with GAAP, and present fairly the financial positions of Borrower and its Consolidated Subsidiaries at such dates and the results of Borrower's operations for such periods. Since June 29, 1996, there has been no Event material adverse change in the condition, financial or otherwise, of Default with respect to it has occurred Borrower and is continuing its Consolidated Subsidiaries as shown on the Consolidated balance sheet as of such date and no change in the aggregate value of Property owned by Borrower or such event Consolidated Subsidiaries, except as to (i) changes in the ordinary course of business, none of which individually or circumstance would occur in the aggregate has been materially adverse, and (ii) changes occurring as a result of its entering into Borrower's acquisition of the JTH Group as of July 31, 1996. (I) There is no fact which Borrower has failed to disclose to Lender in writing which materially affects adversely or, so far as Borrower can now foresee, will materially affect adversely the Properties, business, prospects, profits, or performing its obligations under condition (financial or otherwise) of Borrower or the ability of Borrower to perform this Agreement; . (J) Borrower has not received any notice to the effect that it is acting not in full compliance with any of the requirements of ERISA and the regulations promulgated thereunder. No fact or situation, including, but not limited to, any Reportable Event, or Prohibited Transaction exists in connection with any Plan. (K) Borrower has filed all federal, state and local tax returns and other reports it is required by law to file and has paid, or made provision for the payment of, all taxes, assessments, fees and other government charges that are due and payable. (L) Borrower has duly complied with, and its own accountProperties, has made its own independent decision to enter into business operations and leaseholds are in compliance in all material respects with, the provisions of all Applicable Laws, including, without limitation, all Environmental Laws. (M) No Default or Event of Default exists or will exist or result from the execution and delivery of this Agreement and as to whether this Agreement is appropriate or proper Borrower's performance hereunder. (N) There are no claims for it based upon its own judgmentbrokerage commissions, is not relying upon the advice finder's fees or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement investment banking fees in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in transactions contemplated by this Agreement. 5.2.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Indemnitor represents and warrants to the other Party that: it : (a) if Indemnitor is duly organizeda corporation, validly existing and in good standing under the Laws of the jurisdiction of its formation; partnership or limited liability company, (i) it has all Governmental Approvals necessary for it the full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Sellerhereunder; the execution, delivery and performance of this Agreement is within its powers, have by Indemnitor has been duly and validly authorized by all necessary requisite organizational action and do (ii) this Agreement is in the ordinary course of business of that Indemnitor and will not violate result in the breach of any term or provision of the terms charter, by-laws, partnership or trust agreement, articles of organization, operating agreement or other governing instrument of that Indemnitor. (b) if Indemnitor is an individual, he/she is acting in an individual capacity and conditions in its governing documents, any contracts has full power and authority to which it is a party or any applicable Law; make this Agreement valid and each other document executed and delivered binding upon Indemnitor, enforceable in accordance with its terms; (c) compliance with, this Agreement will not result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under any agreement, indenture or loan or credit agreement or other instrument to which Indemnitor or the Property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Indemnitor or the Property is subject; (d) there is no action, suit, proceeding or investigation pending or threatened against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of Indemnitor, or in any material impairment of the right or ability of Indemnitor to carry on its business substantially as now conducted, or in any material liability on the part of Indemnitor, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Indemnitor contemplated herein, or which would be likely to impair materially the ability of Indemnitor to perform under the terms of this Agreement; (e) no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Agreement; and (f) this Agreement constitutes a legally valid valid, legal and binding obligation of Indemnitor, enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementterms hereof.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party represents and warrants to the other Party Party, as of the date of this Transaction and of each delivery in connection with such Transaction, that: (a) it is duly organized, organized and validly existing and in good standing under the Laws laws of the jurisdiction of its formationorganization or incorporation and, if relevant under such laws, in good standing; (b) it has all Governmental Approvals necessary the power to execute and deliver the attached Confirmation, to enter into transactions for it the purchase/sale of crude oil and physically-settled options on crude oil, to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyersuch transactions, and has taken all necessary action to authorize such execution, delivery and performance; (iic) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the such execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate or conflict with any law applicable to it, any provision of the terms and conditions in its governing constitutional documents, any contracts order or judgment of any court or other agency of government applicable to which it is a party or any applicable Lawof its assets or any contractual restriction binding on or affecting it or any of its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to this Agreement Transaction have been obtained or submitted and each other document executed are in full force and delivered in accordance with effect and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with; (e) its obligations under this Agreement constitutes a legally Transaction constitute its legal, valid and binding obligation obligations, enforceable against it in accordance with its terms, terms (subject to any Equitable Defenses; it is not Bankrupt applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and there are no proceedings pending or being contemplated by it orsubject, as to enforceability, to its knowledge, threatened against it which would result equitable principles of general application regardless of whether enforcement is sought in it being a proceeding in equity or becoming Bankruptat law); except (f) no Default (as may be set forth described in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default attached Confirmation) with respect to it it, or event which, with notice and/or lapse of time, would constitute a Default, has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this AgreementTransaction; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (g) there is not relying upon pending or, to its knowledge, threatened against it any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the advice legality, validity or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks enforceability against it of this AgreementTransaction or any portion of this Transaction or its ability to perform its obligations under the same; and (h) it has entered into this Agreement Transaction in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product crude oil; (i) with respect to each option transaction: (1) it is a producer, processor, commercial user of, or a merchant handling, the commodity which is the subject of such option transaction, or the products or byproducts thereof; and (2) it is entering into the option transaction solely for purposes related to its business as provided such; G) it is not relying upon any representations of the other Party other than those expressly set herein or any written guarantee of the obligations of such other Party; it has entered into this Transaction as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise); it has entered into this AgreementTransaction with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; it has made its trading and investment decisions (including regarding the suitability thereof) based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; and the other Party has not given to it any assurance or guarantee as to the expected performance or result of this Transaction.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Borrower hereby continuously represents and warrants to the other Party that: it Lender as follows: (a) Borrower is a limited liability company duly organized, validly existing and in good standing under the Laws laws of Puerto Rico, duly qualified to do business and is in good standing as a foreign entity in all states where such qualification is required, or where failure to have such qualification would not reasonably cause a Material Adverse Effect, has all necessary corporate power and authority to enter into this Agreement and each of the jurisdiction documents and instruments relating hereto and to perform all of its formation; it obligations hereunder and thereunder. (b) Borrower operates its business only under the assumed names as set forth in Section 5.1A of Schedule A and has not used any other assumed name for the operation of its business activities for the previous five (5) years. (c) Borrower has all Governmental Approvals necessary for it requisite right and power and is duly authorized and empowered to enter into, execute, deliver and perform its this Agreement and all documents and instruments relating hereto, and this Agreement and all documents and instruments relating hereto are the legal, valid and binding obligations under of Borrower and are enforceable against Borrower in accordance with their terms. (A) The execution, delivery, and performance by Borrower of this Agreement, except for as of the Execution Date Agreement does not and shall not (i) CPUC Approval violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Borrower; (ii) violate any provision of its certificate of organization or operating agreement; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which Borrower is a party or by which it or any of its assets or properties may be bound or affected; and (B) Borrower is not in default of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award or any such indenture, agreement, lease, or instrument which default, in the case of Buyerany such indenture, and agreement, lease, or instrument, would reasonably cause a Material Adverse Effect. (iie) all No consent, approval, license, exemption of or filing or registration with, giving of notice to, or other authorization of or by, any court, administrative agency, or other Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities Authority is or shall be required in the case of Seller; connection with the execution, delivery and delivery, or performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any Borrower for the valid consummation of the terms transactions contemplated by this Agreement. (f) No event has occurred and conditions in its governing documents, any contracts to is continuing which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable Default or an Event of Default, as defined in this Agreement. There is no action, suit, proceeding or investigation pending or threatened against it or affecting Borrower before or by any court, administrative agency or other Governmental Authority that brings into question the validity of the transactions contemplated hereby, or that might result in accordance with its termsany Material Adverse Change in the businesses, subject to any Equitable Defenses; it assets, properties or financial conditions of Borrower. (g) Borrower is not Bankrupt and there are no proceedings pending in default in the payment of any taxes levied or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened assessed against it or any of its Affiliates assets or properties, except for taxes being contested in good faith and for which appropriate reserves, as determined by Borrower have been established in accordance with GAAP, and for which liens have not been filed. (h) Borrower has good and marketable title to its assets and properties as reflected in its financial statements furnished to Lender. (i) Each of the financial statements furnished to Lender by ▇▇▇▇▇▇▇▇ were prepared in accordance with GAAP unless notified otherwise and fairly and accurately reflects its financial condition as of the date hereof, and Borrower hereby certifies that there have been no material adverse changes in their condition, financial or otherwise, since the date of such statements, and there are no known contingent liabilities not provided for or disclosed in such statements. (j) None of this Agreement, any legal proceedings that could materially adversely affect Borrowing Base Certificate or any statement, document or information referred to herein or delivered to Lender heretofore or contemporaneously with the Agreement by Borrower contains any untrue or inaccurate statement of a material fact or omits to state a material fact necessary to make the statements made herein or therein not misleading. (k) Borrower has good, indefeasible, and merchantable title to and ownership of the Bridge Mortgage Loans (including the Mortgage Loan Documents) and the other Collateral, free and clear of all liens, claims, security interests and encumbrances, except (i) Permitted Encumbrances and (ii) those of Lender. (l) All books, records, and documents relating to the Collateral are and shall be genuine and in all respects what they purport to be; the original amount and the unpaid balance of each Receivable shown on the books and records of Borrower and in the schedules represented as owing by each Account Debtor is and shall be the correct amount actually owing or to be owing by such Account Debtor at maturity; each Account Debtor liable upon the Receivables has and shall have capacity to contract; Borrower has no knowledge of any fact which would impair the validity or collectability of any of the Receivables; and the payments shown to have been made by each Account Debtor on the books and records of Borrower shall reflect the amounts of and dates on which said payments were actually made. (m) Borrower has places of business only at the locations as set forth in Section 5.1.B. of Schedule A attached hereto. Borrower shall not begin or do business (either directly or through Subsidiaries) at other locations or cease to do business at any of the above locations or at Borrower’s principal place of business without giving Lender thirty (30) days prior written notice thereof. (n) The liability to which Borrower or any Commonly Controlled Entity would become subject under Sections 4063 or 4064 of ERISA if Borrower or any Commonly Controlled Entity were to withdraw from all multi-employer Plans or if such multi-employer Plans were to be terminated as of the valuation date most closely preceding the date hereof, is not in excess of One Thousand Dollars ($1,000.00). (o) Borrower is not engaged nor shall it engage, principally or as one of its important activities, in a business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulations U or X of the FRB as now and from time to time hereafter in effect. No part of the proceeds of any advances hereunder shall be used for “purchasing” or “carrying” “margin stock” as so defined or for any purpose which violates, or which would be inconsistent with, the provisions of the Regulations of the FRB. All of the outstanding securities of Borrower have been offered, issued, sold and delivered in compliance with, or are exempt from, all federal and state laws and rules and regulations of federal and state regulatory bodies governing the offering, issuance, sale and delivery of securities. (p) Borrower is not required to register as an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. (q) Each of the Exhibits and Schedules to this Agreement contain true, complete and correct information in all material respects. (r) Borrower is solvent, generally able to pay its obligations as they become due, has sufficient capital to carry on its business and transactions and all businesses and transactions in which it intends to engage, and the current value of Borrower’s assets, at fair saleable valuation, exceeds the sum of its liabilities. Borrower shall not be rendered insolvent by the execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby and the capital remaining in Borrower is not now and shall not foreseeably become unreasonably small to permit Borrower to carry on its business and transactions and all businesses and transactions in which it is about to engage. Borrower does not intend to, nor does it reasonably believe it shall, incur debts beyond its ability to perform repay the same as they mature. (s) ▇▇▇▇▇▇ has a first-priority, perfected security interest in favor of ▇▇▇▇▇▇ in all of ▇▇▇▇▇▇▇▇’s right, title, and interest in the Collateral, prior and superior to any other security interest or lien other than Permitted Encumbrances. (t) There are no material actions, suits, or proceedings pending or, to the best of ▇▇▇▇▇▇▇▇’s knowledge after due inquiry, threatened against or affecting the assets of Borrower or the consummation of the transactions contemplated hereby, at law or in equity, or before or by any Governmental Authority or instrumentality or before any arbitrator of any kind, except as set forth on Section 5.1.C. of Schedule A attached hereto. Borrower is not subject to any judgment, order, writ, injunction or decree of any court or other Governmental Authority. There is not a reasonable likelihood of an adverse determination of any pending proceeding which would, individually or in the aggregate, have a material adverse effect on the business operations or financial condition of Borrower. (u) Section 5.1.D of Schedule A attached hereto correctly and completely sets forth Borrower’s (i) legal name in its obligations under this Agreement; no Event state of Default with respect to it has occurred and is continuing and no organization, (ii) state of organization, (iii) Federal Tax Identification Number, (iv) chief executive office, (v) prior names used in the last five (5) years (including, such event or circumstance would occur names of ▇▇▇▇▇▇▇▇ ’s predecessors in interest as a result of a merger or consolidation) and (vi) charter or other similar number for Borrower in its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, state of organization. (v) Borrower (i) is not relying upon a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001), the advice “Patriot Act”), (ii) does not engage in any dealings or recommendations transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of such Section 2, or (iii) is not a Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order (“OFAC”). Borrower is in compliance, in all material respects, with the Patriot Act. No part of the other Party proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in so doingan official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. (w) Borrower is the sole originator of all of the Mortgage Loans, and is capable in such capacity, may be referred to herein as the “originator.” Neither Lender or any of assessing its affiliates have had a role in the merits origination or negotiation of and understandingthe terms of any Mortgage Loan. (x) With respect to each of the Mortgage Loans, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery origination of the Product as provided in this AgreementMortgage Loans, Borrower has not had any existing accrued and/or unpaid penalties, fines or sanctions imposed by and owing to any regulatory authority.

General Representations and Warranties. On As of the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals permits necessary to constructinstall, operate and maintain the Project and related interconnection facilities in the case of Seller; ; (iii) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable Law; to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (vii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (ix) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Obligor represents and warrants to and for the other Party benefit of each Finance Party, that: it : (a) (status) each Group Member is duly organizeda corporation, limited by shares, registered (or taken to be registered) and validly existing and in good standing under the Laws of the its jurisdiction of incorporation; (b) (power) each Group Member has full legal capacity and power: (1) to own its formationassets and carry on its business as each are now being conducted; it has all Governmental Approvals necessary for it and (2) to enter into, deliver and perform its obligations under this Agreementunder, except for the Transaction Documents to which it is expressed to be a party and to carry out transactions contemplated by those documents; (c) (authorisation) each Group Member has in full force and effect all Authorisations necessary to: (1) lawfully carry on its business (including the Core Business) as of the Execution Date currently being carried on and in connection with its property; (i2) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of this Agreement the Transaction Documents to which it is within expressed to be a party and carry out the transactions contemplated by those Transaction Documents; (3) to make the Transaction Documents to which it is expressed to be a party admissible in evidence in the courts of the jurisdiction governing the relevant Transaction Document, and there are no subsisting breaches of, or disputes relating to, such Authorisations. (d) (obligations binding) the Transaction Documents to which any Group Member is expressed to be a party constitute its powerslegally binding obligations, have been duly authorized by all enforceable against it in accordance with their respective terms, subject to any necessary action stamping and do not violate registration, equitable principles, statute of limitations and Laws affecting creditors' rights generally; (e) (no contravention) each Group Member's execution of, exercise of rights, or performance of obligations under, the Transaction Documents to which it is expressed to be a party will not: (1) contravene any Law to which it or its property is subject or any order of any Government Agency binding on it or any of its property; (2) contravene its constitutional documents or any Authorisation or require that any Authorisation be obtained which has not or will not be obtained within required time periods; (3) contravene any undertaking or instrument binding on it or any of its property; (4) require it to make a payment or delivery in respect of any Financial Indebtedness before the terms and conditions in scheduled date for that payment or delivery; or (5) cause any limitation on its governing documents, any contracts power to incur Financial Indebtedness to be exceeded; (f) (ranking) its obligations under each Finance Document to which it is a party will at all times rank at least pari passu in right and priority of payment with all its other present and future unsecured and unsubordinated obligations (other than obligations mandatorily preferred by any law applying to companies generally); (g) (no litigation) no litigation, arbitration, mediation, conciliation, administrative or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there proceedings or processes are no proceedings pending or being contemplated by it current or, to its knowledge, threatened against in respect of which it is required under this agreement to notify, but has not notified, the Lender; (h) (Financial Statements) its most recent Financial Statements: (1) give a true and fair view of or, in the case of Quarterly Accounts fairly present, the matters with which would result they deal, and its financial condition and its state of affairs as at the date they were prepared and the results and operations of the Group for the period they cover; and (2) were prepared in it being or becoming Bankrupt; except as may be set forth accordance with generally accepted accounting principles in Australia and the United States of America which have been consistently applied and with all Laws. (i) (no change in affairs) there has been no change in its reports filed with state of affairs since the SEC, there is not pending or, to its knowledge, threatened against it or any end of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting the accounting period for its own account, most recent Financial Statements which has made its own independent decision had or is reasonably likely to enter into this Agreement have a Material Adverse Effect; (j) (Reports and as to whether this Agreement is appropriate or proper for analysis): (1) all factual information supplied by it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the preparation of any Report was true, complete and accurate at the date that it was supplied; (2) all statements of fact recorded in any Report are true and accurate in all material respects at the date it was supplied; (3) no Report is misleading in any material respect at the date it was supplied; (k) (other information) all information and documents given by it to the Lender is at the date of this agreement, or if later, when given, true and accurate in all material respects and neither that information, those documents nor its conduct was, or is, misleading in any material respect, by omission or otherwise; (l) (No failure to disclose) it has fully disclosed in writing to the Lender all information (and provided copies of all relevant documents) material to: (1) the Transaction Documents; (2) the business, operation, property, assets, condition (financial or otherwise) or prospects of any Group Member; (3) the Lender’s assessment of the nature and amount of risk undertaken by the Lender in connection with the Transaction Documents; (4) the Finance Parties’ interests, rights and benefits (present and future) under the Finance Documents; and (5) the Lender’s decision to extend credit and it has not failed to disclose information which might have caused the Lender to reconsider making the Facility available, and all such information and documents provided remain true, accurate and complete in all respects. (m) (no defaults) no Default or Review Event has occurred which is continuing; (n) (ownership of assets) (1) each Group Member has good title to all assets necessary to conduct its business; and (2) it is the sole legal and beneficial owner of all of its Secured Property and all material assets necessary for the conduct of its business; (o) (no Security Interests) (1) no property of any Group Member is subject to any Security Interest, other than a Permitted Security Interest; (2) no person holds an interest in any Group Member’s property other than under a Permitted Security Interest; and (3) subject to completing any perfection requirements and to any creditors being mandatorily preferred by any law, each Security has the priority which it is expressed to have; (p) (shares fully paid) all Marketable Securities constituting part of the Secured Property are fully paid; (q) (Taxes) it: (1) has paid or procured payment of all Taxes when due and payable and there are no outstanding claims for Taxes not reflected in its most recent Accounts; and (2) is not overdue in the filing of any Tax return or other information required to be filed by it with any relevant tax authority; (r) (Financial Indebtedness) no Group Member has incurred any Financial Indebtedness other than Permitted Financial Indebtedness; (s) (commercial benefit) the entering into and performance of its obligations under the Transaction Documents to which it is expressed to be a party is for its commercial benefit and is in its commercial interests; (t) (environment): (1) each Group Member is and has at all times been in compliance with all Environmental Laws and all Environmental Approvals necessary in connection with the ownership and operation of its business have been obtained and are in full force and effect, where failure to comply with those laws or obtain those approvals would have or be reasonably likely to have a Material Adverse Effect; and (2) nothing, relating to a Group Member, any Secured Property or an Obligor’s business or assets, has occurred which: (A) has given rise to substantial expenditure by any Obligor or to a requirement that any Obligor cease or substantially alter a material activity; or (B) may be reasonably likely to give rise to such expenditure or requirement (including any claim), under any Environmental Law; (u) (Intellectual Property) the material Intellectual Property required for any Group Member to conduct the Core Business: (1) is legally and beneficially owned by or licensed to the relevant Group Member (and where registered or the subject of an application it is the registered proprietor) free from any obligation to assign to third parties and Security Interests (other than Permitted Security Interests) which are materially prejudicial to the use of that Intellectual Property and will not be adversely affected by the transactions contemplated by the Transaction Documents; and (2) has not lapsed or been cancelled and all steps have been taken to protect and maintain that Intellectual Property, including paying renewal fees; (v) (not a trustee) no Group Member is a trustee of any trust or settlement, and is not entering into the Transaction Documents in its capacity as trustee of any trust or settlement, other than as disclosed to the Lender prior to the date it became an Group Member; (w) (Group Structure) (1) the Obligors and each of their Subsidiaries are listed in the Group Structure Diagram; and (2) the Group Structure Diagram is true, complete and correct in all respects and does not omit any material information or details; (x) (Filings) all documents required to be filed with ASIC or any other Government Agency under any Law have been duly filed; (y) (Registers) each Group Member has maintained the registers which it is required by Law to maintain and all such registers are accurate, complete and up to date in all material respects; (z) (Approved Projections): (1) all statements of fact recorded in the Approved Projections are true and accurate in all material respects at the date provided; (2) the opinions and views expressed in the Approved Projections represent the honestly held opinions and views of the directors of the Borrower and were arrived at after careful consideration and are based on reasonable grounds; (3) the projections and forecasts contained in the Approved Projections are based upon assumptions (including assumptions as to the future performance of the Group, inflation, price increases, interest rates and efficiency gains) which have been carefully considered by the directors of the Borrower and are considered by them to be fair and reasonable as at the time made; (4) the Approved Projections are not misleading in any material respect and do not (as at the time issued or provided) omit to disclose any matter where failure to disclose such matter would result in the Approved Projections (or any information contained therein) to be misleading in any material respect, in each case, at the date provided; and (5) nothing has occurred or come to the attention of any Obligor since the date as at which the Approved Projections were prepared which renders any material facts contained in the Approved Projections inaccurate or misleading in any material respect or which makes any of the opinions, projections or forecasts contained in the Approved Projections unfair or unreasonable in any material respect or renders any of the assumptions on which the projections are based unfair or unreasonable in any material respect and in respect of which it has not already notified the capacity Lender; (aa) (Corporations Act) the execution and performance by it of its obligations under the Transaction Documents to which it is expressed to be a party does not breach or the ability to make directly or take delivery indirectly result in a breach of the Product as provided in this Agreement.Corporations Act (including Part 2E, Part 2J or Chapter 7 of the Corporations Act);

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for ; (iii) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (iiv) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws applicable Law; to it; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (vi) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vii) there is not pending or, to its knowledge, threatened against it or any of its Affiliates Affiliates, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (ix) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date To induce Lender to enter into this Agreement and the CP Satisfaction Dateto make advances hereunder, each Party Borrower warrants, represents and warrants covenants to the other Party that: it Lender as follows: (A) Borrower is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of Nevada; has duly qualified and is authorized to do business and is in good standing as a foreign corporation in all states and jurisdictions where the character of its formationProperties or the nature of its activities make such qualification necessary, including, without limitation, the State of Louisiana and the State of Texas; it and has all Governmental Approvals necessary for it not been known as or used any corporate, fictitious or trade names in the past seven years except as disclosed on Exhibit C attached hereto and made a part hereof. (B) Borrower has the right and power and is duly authorized to enter into, deliver and perform its obligations under this Agreement, except for as Agreement and each of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts Other Agreements to which it is a party or any applicable Law; party, and this Agreement is, and each other document executed and of the Other Agreements when delivered in accordance with under this Agreement constitutes will be, a legally legal, valid and binding obligation of Borrower enforceable against it in accordance with its their respective terms, subject to any Equitable Defenses; it . (C) Borrower is not Bankrupt engaged principally, or as one of its important activities, in the business of purchasing or carrying "margin stock" (within the meaning of Regulation G or U of the Board of Governors of the Federal Reserve System), and there are no proceedings pending part of the proceeds of any Loans to Borrower will be used to purchase or being contemplated by it orcarry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, to its knowledge, threatened against it or be used for any purpose which would result in it being violates or becoming Bankrupt; except as may be set forth in its reports filed is inconsistent with the SECprovisions of Regulations G, there T, U or X of said Board of Governors. (D) Borrower has, and is not pending orin good standing with respect to, to its knowledgeall governmental consents, threatened against it or any of its Affiliates any legal proceedings that could approvals, authorizations, permits, certificates, inspections, and franchises which materially adversely affect its ability to perform conduct its obligations under this Agreement; no Event of Default with respect business as heretofore or proposed to be conducted by it has occurred and is continuing to own or lease and no such event operate its Properties as now owned or circumstance would occur as a result of its entering into leased by it. (E) Borrower owns or performing its obligations under this Agreement; it is acting possesses all the patents, trademarks, service marks, trade names, copyrights and licenses necessary for its own account, has made its own independent decision to enter into this Agreement the present and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the planned future conduct of its business and it has without any known conflict with the capacity or the ability to make or take delivery rights of the Product as provided in this Agreementothers.

General Representations and Warranties. On the Execution Date The Borrower and the CP Satisfaction Date, each Party Guarantor hereby represents and warrants in respect of itself only to the other Party Agents and each Bank that: : (1) (LEGALLY BINDING OBLIGATION): each Transaction Document to which it is duly organizeda party constitutes a valid and legally binding obligation of it in accordance with its terms; (2) (EXECUTION, validly existing and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; DELIVERY AND PERFORMANCE): the execution, delivery and performance of this Agreement each Transaction Document to which it is within its powers, have been duly authorized by all necessary action and do a party does not violate any of the terms and conditions in its governing documents, existing law or regulation or any contracts document or agreement to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and which is binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against upon it or any of its Affiliates any legal proceedings that could materially adversely affect its ability assets; (3) (AUTHORISATION): all consents, licences, approvals and authorisations of every government authority required to perform its obligations under this Agreement; no Event of Default with respect to be obtained by it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct execution, delivery and performance of its business each Transaction Document to which it is a party have been obtained and are valid and subsisting; (4) (NO LITIGATION): no litigation, arbitration, criminal or administrative proceedings are current, pending or, to the knowledge of the Borrower or Guarantor, threatened in which there is a reasonable likelihood of an adverse determination and which if adversely determined would have a Material Adverse Effect; (5) (NO EVENT OF DEFAULT): no event has occurred which constitutes an Event of Default or a Potential Event of Default; (6) (LAWS): it has complied in all material respects with all statutes and regulations relative to it and the capacity businesses (if any) carried on by it the non-compliance with which would have a Material Adverse Effect; (7) (FINANCIAL LIABILITIES): save as disclosed to the Facility Agent prior to the date of this Agreement or any date on which this representation and warranty is repeated, it is not in default in the ability payment of any material sum, or in the performance or observance of any material obligation in respect of any Financial Liability greater than $500,000, and no event has occurred which with the giving of notice, lapse of time or other condition could constitute such a default in respect of any Financial Liability greater than $500,000; (8) (NO TRUSTS): it is not the trustee of any trust and does not hold any property subject to make or take delivery of the Product as provided in this Agreement.impressed by any trust;

General Representations and Warranties. On the Execution Date To induce Lender to enter into this Agreement and the CP Satisfaction Dateto make Loans hereunder, each Party Borrower warrants, represents and warrants covenants to the other Party Lender that: it : (A) Borrower is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of oklahoma and that its Federal Taxpayer Identification Number is ▇▇-▇▇▇▇▇▇▇; has duly qualified and is authorized to do business and is in good standing as a foreign corporation in all states and jurisdictions where the character of its formation; it has all Governmental Approvals necessary for it to perform Properties or the nature of its obligations under this Agreementactivities make such qualification necessary, except for to the extent previously disclosed to Lender in writing; and has not been known as or used any corporate names, except as disclosed on Exhibit "B" attached hereto and made a part hereof and, to the best of its knowledge and belief, has not been known as or used any fictitious or trade names, except as disclosed on Exhibit "B" attached hereto and made a part hereof. (B) Borrower has the power and is duly authorized to enter into, deliver and perform this Agreement and each of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts other Agreements to which it is a party or any applicable Law; party, and this Agreement is, and each of the other document executed and Agreements when delivered in accordance with under this Agreement constitutes will be, a legally legal, valid and binding obligation of Borrower, enforceable against it in accordance with its their respective terms, subject to any Equitable Defenses; it . (C) Borrower is not Bankrupt engaged principally, nor as one of its important activities, in the business of purchasing or carrying "margin stock" (within the meaning of Regulation G or U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loans to Borrower will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, or be used for any purpose which violates or is inconsistent with the provisions of Regulation X of said Board of Governors. (D) Borrower has all governmental consents, approvals, authorizations, permits, certificates, inspections, and franchises necessary to conduct its business as heretofore or proposed to be conducted by it and to own or lease and operate its Properties as now owned or leased by it. (E) Exhibit "F" sets forth a complete and accurate list of all items of Intellectual Property which, individually or in the aggregate, are material to the business, operations, properties, assets or condition of Borrower. Borrower owns or possesses all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any conflict with the rights of others. Borrower has duly assigned and granted a first, prior and perfected Lien to Lender in and to such Intellectual Property to secure the obligations, and no consent, approval or authorization of any Person is or would be required in connection with such assignment or granting of a Lien. (F) Except as set forth on Exhibit "C" attached hereto and made a part hereof, there are no actions, suits, proceedings pending or being contemplated by it orinvestigations pending, or to its knowledgethe knowledge of Borrower, threatened threatened, against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it affecting Borrower or any of its Affiliates Properties in any legal proceedings that could court or before any governmental authority or arbitration board or tribunal, and no action, suit, proceeding or investigation shown on Exhibit "C" involves the possibility of materially and adversely affect its affecting the Properties or condition (financial or otherwise) of Borrower or the ability of Borrower to perform its obligations under this Agreement; . (G) Borrower has good, indefeasible and marketable title to and fee simple ownership of, or valid and subsisting leasehold interests in, all of its real Property, and good title to all of its other Property, in each case, free and clear of all Liens, except Liens granted hereunder or under any other Agreement and Permitted Liens. (H) The balance sheets of Borrower as of February 28, 1991, and the related statements of income, changes in stockholder's equity, and changes in financial position for the periods ended on such dates, have been prepared in accordance with GAAP (except for changes in application in which Borrower's independent certified public accountants concur), and present fairly the financial positions of Borrower at such dates and the results of Borrower's operations for such periods. Since February 28, 1991, there has been no material change in the condition, financial or otherwise, of Borrower, as shown on the balance sheet as of such date and no change in the aggregate value of Property owned by Borrower, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse. (I) There is no fact which Borrower has failed to disclose to Lender in writing which materially affects adversely or, so far as Borrower can now foresee, will materially affect adversely the Properties, business, prospects, profits, or condition (financial or otherwise) of Borrower or the ability of Borrower to perform this Agreement. (J) Borrower has not received any notice to the effect that it is not in full compliance with any of the requirements of ERISA and the regulations promulgated thereunder. No fact or situation, including, but not limited to, any Reportable Event, or Prohibited Transaction exists in connection with any Plan. (K) Borrower has filed all federal, state and local tax returns and other reports it is required by law to file and has paid, or made provision for the payment of, all taxes, assessments, fees and other governmental charges that are due and payable. (L) Borrower has duly complied with, and its Properties, business operations and leaseholds are in compliance in all material respects with, the provisions of all federal, state and local laws, rules and regulations applicable to Borrower, its Properties or the conduct of its business. (M) No Default or Event of Default with respect to it has occurred will exist or result from the execution and is continuing and no such event or circumstance would occur as a result delivery of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper Borrower's performance hereunder. (N) There are no claims for it based upon its own judgmentbrokerage commissions, is not relying upon the advice finder's fees or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement investment banking fees in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in transactions contemplated by this Agreement. (O) Borrower has no Subsidiaries, other than Red Man Ventures, Inc., which has no operations, income or assets other than ownership of certain undeveloped real estate and an interest in an aircraft. (P) The issued and outstanding stock of Borrower consists of (i) an aggregate of 134,764.69 shares of class A common stock, which is voting stock, (ii) 34,344 shares of class B common stock, which is non-voting stock, and (iii) 10,000 shares of series B preferred stock. Borrower has delivered to Lender true and correct copies of all agreements pursuant to which the holders of the series B preferred stock are entitled to receive Distributions, including a true and correct copy of the Financial Agreement.

General Representations and Warranties. On You represent and warrant the Execution Date following: • You fully understand all risks associated with using our Services, and you have the CP Satisfaction Datenecessary experience, each Party represents understanding, and warrants risk tolerance for using our Services, including the necessary experience and knowledge to the other Party that: it is duly organized, validly existing and in good standing enter into relevant transactions under the Services; • You shall carefully consider and use clear judgment to evaluate your financial situation and risks before making any decisions to use our Services, and you shall bear any and all Losses arising from your decisions; • You have the ability to perform operations on the internet in order to use our Services; • These Terms do not conflict with the Applicable Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyeryour applicable jurisdiction(s), and (ii) you shall comply with all Governmental Approvals necessary to constructApplicable Laws of your applicable jurisdiction(s); • You are the legal and rightful owner of all funds and/or Digital Assets in your wallet or other Digital Assets or funds that you may use in connection with our Services. You represent and warrant that the sources of such funds and Digital Assets are legal, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do you will not violate any of the terms and conditions in its governing documents, any contracts to which it is a party trade or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending obtain financing on or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it through Cambix or any of its Affiliates any legal proceedings Services with anything other than funds or Digital Assets that could materially adversely affect its ability have been legally obtained by you and that belong to perform its obligations under this Agreementyou; no Event of Default with respect • You agree to it has occurred indemnify and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doinghold Cambix, and is capable their officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any and all demands, Losses, liability, claims or expenses (including attorneys’ fees), made against Cambix by any third party due to or arising out of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement or in connection with the conduct your use of its business and it has the capacity this Platform or the ability Services; and • Any trading, transfer, exchange, or any other instructions received or undertaken through your signature credentials are deemed to make or take delivery be valid, binding and conclusive, and Cambix may act upon such instructions without any liability. You expressly acknowledge and agree that use of the Product services and content is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. The product, site and services are provided in this Agreementon an "As is" and "As available" basis without any representation or warranty, whether express, implied or statutory. To the maximum extent permitted by applicable law, Cambix specifically disclaims any express or implied warranties of title, merchantability, fitness for a particular purpose and/or non- infringement. Cambix does not make any representations or warranties that access to the services or any of the materials contained therein will be continuous, uninterrupted, timely, or error-free. Service interruptions may cause you to be signed out of your account and require you to re-enter your login information.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Member hereby represents and warrants to the Company and to each other Party that: Member that as of the date of its admission as a Member: (a) if such Member is an organization, it is duly organized, validly existing existing, and in good standing under the Laws of the jurisdiction law of its formation; state of incorporation or organization and that it has all Governmental Approvals necessary for it full organizational power to execute and agree to this Agreement and to perform its obligations under this Agreement; (b) such Member is acquiring its Membership Interest for such Member's own account as an investment and without an intent to distribute the interest, (c) such Member acknowledges that such Membership Interests have not been registered under the Securities Act of 1933 or any state securities laws and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements; (d) such Member, except by itself or together with its advisors, is experienced in making investments comparable to its investment in the Company and is capable of judging for as itself the risks inherent in such investment; (e) such Member has the financial capacity to hold its investment in the Company for an indefinite period of time and to meet its obligations to make Capital Contributions under this Agreement, and acknowledges that the disposition of such investment is restricted both pursuant to federal and state securities laws and pursuant to the terms of this Agreement; (f) such Member acknowledges that it has received access to all information that it deems necessary in order to make its decision to invest in the Company; (g) this Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable in accordance with its terms; (h) neither the execution and delivery of this Agreement nor the consummation of the Execution Date transactions contemplated hereby nor compliance by it with any provisions hereof (1) conflicts with, or results in a breach or contravention of, or in a default or the creation of any lien under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, or other instrument or obligation to which it is a party or by which it or its properties are bound, or (2) violates any law, order, writ, injunction or decree applicable to it or any of its properties; (i) CPUC Approval except for the Necessary Regulatory Approvals, no consent, approval or other action by any court, governmental authority or third party is required in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the connection with its execution, delivery and performance of this Agreement is within its powersAgreement; (j) as to Piedmont Greenbrier, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no lawsuits or contested administrative proceedings pending or being contemplated by it or, to its knowledge, threatened against it which Piedmont Greenbrier that would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely have a material adverse affect its on Piedmont Greenbrier' s ability to perform its obligations as a member under this Agreement; ; (k) as to Dominion Greenbrier, there are no Event of Default with respect lawsuits or contested administrative proceedings against Dominion Greenbrier that would have a material adverse affect on Dominion Greenbrier's ability to it has occurred and is continuing and no such event or circumstance would occur perform its obligations as a result of its entering into or performing its obligations member under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party represents and warrants to the other Party that: (a) it is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formationin which it is incorporated; (b) it has the corporate power and authority and the legal right to enter into the Agreement and to perform its obligations hereunder; (c) it has the corporate power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted; (d) it is in compliance with all Governmental Approvals necessary for it requirements of applicable law, except to the extent that any noncompliance would not have a material adverse effect on the properties, business, financial or other condition of such Party and would not materially adversely affect such Party's ability to perform its obligations under this Agreement, except for as the agreement; (e) it has taken all necessary corporate action to authorize the execution and delivery of the Execution Date Agreement and the performance of its obligations hereunder; (f) the Agreement has been duly executed and delivered on its behalf and constitutes a legal, valid, and binding obligation, enforceable against such Party in accordance with its terms; (g) all necessary consents, approvals and authorizations of all governmental authorities and other persons required to be obtained by such Party in connection with the Agreement have been obtained; (h) the execution and delivery of the Agreement and the performance of such Party's obligations hereunder (i) CPUC Approval in the case do not conflict with or violate any requirement of Buyerapplicable laws or regulations, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documentsconflict with, or constitute a default under, any contracts contractual obligation of such Party); and (i) there is no outstanding contract, commitment or agreement to which it is a party or legal impediment of any applicable Law; this Agreement and each other document executed and delivered in accordance kind which conflicts with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its termsor might limit, subject restrict or impair the rights granted to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementhereunder.

General Representations and Warranties. On the Execution Date and the CP Satisfaction DateUnless otherwise specified in Section B of Part I (Individual Terms), each Party hereby represents and warrants to the other Party that: upon entering into this Agreement and throughout the Term as follows: (a) it is an Entity duly organizedorganised, validly existing and in good standing under the Laws laws of the its jurisdiction of incorporation or organisation; (b) the signing and the entering by it into of this Agreement, and any Credit Support Document to which it is a party, shall not violate any provision of its formation; constitutional documents; (c) it has all Governmental Approvals necessary for it the power and is authorised to execute, deliver and perform its obligations under this AgreementAgreement and any Credit Support Document to which it is a party and has taken all necessary action to authorise that execution, except for as of the Execution Date (i) CPUC Approval in the case of Buyerdelivery, performance and (ii) all Governmental Approvals necessary to construct, operate its entry into this Agreement and maintain the Project and related interconnection facilities in the case of Seller; the its execution, delivery and the performance of this Agreement is within its powers, have been duly authorized by all necessary action and any Credit Support Document do not violate or conflict with any other term or condition of the terms and conditions in its governing documents, any contracts contract to which it is a party or any constitutional document, rule, law or regulation applicable Law; this Agreement and each other document executed and delivered to it; (d) no Material Reason for termination as outlined in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms§ 18.5 (Definition of Material Reason), subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (e) it has all Governmental Approvals necessary for it to legally perform its obligations under this Agreement and any Credit Support Document to which it is party; (f) it has negotiated, entered into and executed this Agreement and any Credit Support Document to which it is a party as principal (and not as agent or in any other capacity, fiduciary orotherwise); (g) it regularly enters into agreements for the trading of electricity and Certificates as contemplated by this Agreement, and does so on a professional basis in connection with its principal line of business, and may be reasonably characterised as a professional market party; (h) it is acting for its own accountaccount (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgmentjudgement, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understandingof, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with ; (i) the conduct of other Party is not acting as its business and it has the capacity fiduciary or the ability to make or take delivery of the Product as provided in this Agreement.adviser;

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party (a) Equitrust hereby represents and warrants to the JVWeb that Equitrust has full right, power and authority to execute and deliver this Agreement and all other Party that: it is agreements, documents and instruments to be executed in connection herewith and perform Equitrust's obligation hereunder and thereunder; Equitrust has been duly organized, is validly existing and is in good standing under the Laws of in the jurisdiction of its formation; in which it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Sellerwas incorporated; the execution, execution and delivery and performance by Equitrust of this Agreement is within its powersand all other agreements, documents and instruments to be executed by it in connection herewith have been duly authorized by all necessary action corporate action; when this Agreement and do not violate all other agreements, documents and instruments to be executed by Equitrust in connection herewith are executed by Equitrust and delivered to JVWeb, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of Equitrust enforceable against Equitrust in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms of, any contract to which Equitrust is a party or by which Equitrust is bound or by which any of the assets of Equitrust is bound or affected, (ii) violate any judgment against, or binding upon, Equitrust or the assets of Equitrust, (iii) result in the creation of any lien, charge or encumbrance upon any assets of Equitrust pursuant to the terms and conditions of any contract referred to in its governing (i) of this Section 1(a), or (iv) violate any provision in the charter documents, bylaws or any contracts other agreement affecting the governance and control of Equitrust; there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of the assets of Equitrust, this Agreement, or the transactions contemplated hereby, and there are no outstanding orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against, involving or affecting any assets of Equitrust, this Agreement, or the transactions contemplated hereby; no consent or approval from any person is required in connection with the execution and delivery of this Agreement or any of the other agreements, documents and instruments to be executed by Equitrust in connection herewith, which has not already been obtained; and the representations and warranties made immediately above and elsewhere herein are material to JVWeb and are being relied upon by JVWeb in connection with its decision to enter into the transactions provided for by this Agreement. (b) JVWeb hereby represents and warrants to Equitrust that it has full right, power and authority to execute and deliver this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith and perform its obligation hereunder and thereunder; it has been duly organized, is validly existing and is in good standing in the jurisdiction in which it was incorporated; the execution and delivery by it of this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith have been authorized by all necessary corporate action; when this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith are executed by it and delivered to the Equitrust, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of it enforceable against it in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms of, any contract to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; by which it is not Bankrupt bound or by which any of the assets of it is bound or affected, (ii) violate any judgment against, or binding upon, it or upon its assets, (iii) result in the creation of any lien, charge or encumbrance upon any of its assets pursuant to the terms of any contract referred to in (i) of this Section 1(b), or (iv) violate any provision in the charter documents, bylaws or any other agreement affecting the governance and control of it; there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of its assets, this Agreement, or the transactions contemplated hereby, and there are no proceedings pending outstanding orders, writs, injunctions or being decrees of any court, governmental agency or arbitration tribunal against, involving or affecting any of its assets, this Agreement, or the transactions contemplated by it or, to its knowledge, threatened against it which would result hereby; no consent or approval from any person is required in it being or becoming Bankrupt; except as may be set forth in its reports filed connection with the SEC, there is not pending or, to its knowledge, threatened against it execution and delivery of this Agreement or any of its Affiliates any legal proceedings the other agreements, documents and instruments to be executed by it in connection herewith, which has not already been obtained; the shares of Common Stock to be issued to Equitrust outright or pursuant to the conversion of the Note or the exercise of the Option shall be duly authorized, validly issued, fully paid and non-assessable at the time that could materially adversely affect its ability they are issued; and the representations and warranties made immediately above are material to perform its obligations under this Agreement; no Event of Default Equitrust and are being relied upon by Equitrust in connection with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent Equitrust's decision to enter into this Agreement and as to whether this Agreement is appropriate or proper the transactions provided for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in by this Agreement.

General Representations and Warranties. On The Supplier makes the Execution Date following representations and warranties to the CP Satisfaction DatePurchaser, each Party represents of which is true and warrants to correct on the other Party that: it date of signing this Agreement and on the date of signing each Purchase Order Contract: (a) the Supplier is a company duly organizedorganised, validly existing and in good standing under the Laws laws of Queensland and it is licensed to do business in Queensland; (b) the Supplier possesses all requisite power and authority to enter into and perform this Agreement, each Purchase Order Contract and the transactions contemplated under this Agreement; (c) the Supplier’s obligations under this Agreement and each Purchase Order Contract are valid and binding and are enforceable against it in accordance with the terms of this Agreement and each Purchase Order Contract; (d) this Agreement, each Purchase Order Contract and the transactions under them do not contravene the Supplier’s constituent documents or any Law or obligation by which it is bound or to which any of its assets are subject or cause a limitation of powers or the powers of its directors to be exceeded; (e) to the best of the jurisdiction Supplier’s knowledge, no suit, claim, action, arbitration, or legal, administrative or other proceeding is pending or threatened against the Supplier that would affect the validity or enforceability of this Agreement or any Purchase Order Contract, the ability of the Supplier to fulfil its formation; commitments under this Agreement and any Purchase Order Contract in any material respect, or that could result in any material adverse change in the business or financial condition of the Supplier; (f) the Supplier is not in breach of any Law or obligation affecting it or its assets in a way which may result in a material adverse effect on the business or financial condition of the Supplier; (g) there are no reasonable grounds to suspect that it is unable to pay the Supplier’s debts as and when they become due and payable; (h) the Supplier owns or has the right to use all Governmental Approvals IP Rights necessary for it to perform its obligations under this Agreement, except for as of the Execution Date Agreement and each Purchase Order Contract; (i) CPUC Approval in the case of Buyer, and (ii) Supplier will give all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which notices it is a party or any applicable Law; required to give under this Agreement and each other document executed Purchase Order Contract as and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; when it is not Bankrupt and there are no proceedings pending or being contemplated by it or, required to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementdo so.

General Representations and Warranties. On the Execution Date and the CP Satisfaction DateAs a material inducement to entering into this Agreement, each Party hereby represents and warrants to the other Party thatas follows: (a) it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation; it has all Governmental Approvals formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this Agreement, except for as of ; (b) the Execution Date (i) CPUC Approval in the case of Buyer, execution and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and or conditions in its governing documents, documents or any contracts contract to which it is a party or any Law applicable Lawto it; (c) as of the Services Commencement Date, the performance of this Agreement and each other document executed and delivered in accordance with its terms shall be duly authorized by all necessary action and shall not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Law applicable to it; (d) this Agreement constitutes a legally legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, terms (subject to any Equitable Defensescreditor's rights); it is not Bankrupt and (e) there are no bankruptcy, insolvency, reorganization, receivership or other similar proceedings pending or being contemplated by it orit, or to its knowledge, knowledge threatened against it; (f) it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending ora named Party in any suits, to its knowledgeproceedings, threatened against it judgments, rulings or orders by or before any court or any of its Affiliates any legal proceedings Governmental Authority that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to (g) it has occurred was given ample opportunity and is continuing time and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of was requested by the other Party to review thoroughly all documents forming this Agreement prior to the execution of this Agreement in order that it might request inclusion in this Agreement of any statement, representation, promise or provision which it desired or on which it wished to place reliance; that it did so doingreview those documents, and that either every such statement, representation, promise or provision has been included in this Agreement or else, if omitted, that it hereby expressly relinquishes the benefit of any such omitted statement, representation, promise or provision and is capable willing to perform this Agreement in its entirety without claiming reliance thereon or making any other claim on account of assessing such omission; (h) it will hold itself to the standards of quality and professionalism typical of contracts of this type; and (i) it has knowledge and experience in business matters that enable it to evaluate the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered entering into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party hereby represents and warrants to the other Party that: it Parties as follows: (1) It is a duly organizedorganized entity pursuant to applicable Laws of its jurisdiction, validly existing and in a good standing under the Laws of the jurisdiction of its formation; it standing; (2) It has all Governmental Approvals necessary for it full legal rights, powers and authorizations to execute, deliver and perform its obligations under this Agreement, and it has taken all necessary corporate actions to authorize, execute, deliver this Agreement and perform all obligations hereunder, except for as otherwise agreed herein; (3) At the time of the Execution Date (i) CPUC Approval in execution hereof or the case fulfilment of Buyerobligations hereunder, it has obtained all necessary approvals and fulfilled all necessary procedures pursuant to the applicable Laws and agreements to which it is subject to, and it has the power to execute this Agreement or to perform the obligations hereunder pursuant to the Laws, except where otherwise agreed herein or the Parties have otherwise agreed; (ii4) all Governmental Approvals necessary to constructFrom the Effective Date, operate this Agreement becomes an effective and maintain the Project and related interconnection facilities in the case of Seller; the legally binding document; (5) The execution, delivery and performance of this Agreement shall not: (i) constitute any violation or non-performance of any charter documents; (ii) result in any violation, breach or non-performance of any Laws, regulations, rules, or authorizations or approvals issued by any Governmental Authority or institution; (iii) constitute any violation or non-performance of any binding contracts or agreements; or (iv) constitute any violation of any held license, authorization or permit; (6) There is within its powersno pending, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being lawsuit, arbitration or becoming Bankrupt; except as other judicial, administrative or other proceeding or investigation from the government that may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to execute, deliver or perform its obligations under this Agreement; no Event of Default with respect and (7) It will cause the Person it appoints or nominates to it has occurred the Board and is continuing the Company to take all necessary actions and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision execute all necessary documents to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in perform this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Pledgor represents and warrants to each Secured Party, the other Party UST, the FRBNY and the Rights Holder that: it : (a) Such Pledgor is (i) duly organized, validly existing and in good standing under the Laws laws of the jurisdiction identified as its jurisdiction of its formation; it organization in Schedule 1, (ii) has all Governmental Approvals necessary for it requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to result in a Material Adverse Effect, and (iv) has the power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date Agreement and each other agreement contemplated hereby to which it is or will be a party. (ib) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the The execution, delivery and performance by such Pledgor of this Agreement is within its powers, and each other Loan Document executed and delivered by such Pledgor on the Effective Date have been duly authorized by all necessary requisite corporate and, if required, stockholder action and do will not (i) violate (A) any provision of law, statute, rule or regulation, or of the terms and conditions in its governing documentscertificate or articles of incorporation or other constitutive documents or by-laws of such Pledgor, (B) any contracts order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which it such Pledgor is a party or by which any applicable Law; this of them or any of their property is or may be bound, except, with respect to clauses (A), (B) and (C), where such violation would not reasonably be expected to result in a Material Adverse Effect, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument, except where such conflict, breach, default or right would not reasonably be expected to result in a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any of the Collateral, whether now owned or hereafter acquired (except a Transaction Lien). (c) This Agreement and each other document has been duly executed and delivered in accordance with this Agreement by such Pledgor and constitutes a legally legal, valid and binding obligation of such Pledgor enforceable against it such Pledgor in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (ii) general principles of equity. (d) Schedule 2 lists all Collateral of the type described in Section 3(a) clauses (i) and (ii) (or in the case of the AIA SPV and the ALICO SPV, in their respective capacities as Guarantors, all Securities) owned by such Pledgor as of the Effective Date, and all Equity Interests of the AIA SPV and the ALICO SPV owned by the Borrower as of the Effective Date. Except as set forth on Schedule 2, such Pledgor holds all such Collateral directly (i.e., not through a Subsidiary, a Securities Intermediary, Depository Trust Company or any other Person). (e) All Collateral owned by such Pledgor is owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) Permitted Liens. All shares of capital stock included in its Pledged Equity Interests (including shares of capital stock in respect of which such Pledgor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in the Star-Edison Purchase Agreement, none of such Pledged Equity Interests is subject to any Equitable Defenses; it option to purchase or similar right of any Person. Such Pledgor is not Bankrupt and there are will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect to such Pledged Equity Interest. (f) Such Pledgor has not performed any acts that might prevent either Secured Party from enforcing any of the provisions of the Security Documents or that would limit either Secured Party in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Pledgor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens and other than those that name the FRBNY as secured party with respect to the FRBNY Credit Facility. On the Effective Date, all Collateral consisting of certificated securities or instruments owned by such Pledgor and required to be delivered to the Secured Parties will have been delivered to the Collateral Custodian in accordance with the delivery instructions provided to the Pledgor by the Collateral Custodian free and clear of the claims of any other Person or security interest therein, other than the Secured Parties or any other Permitted Lien and no proceedings pending Pledged Investment Property owned by such Pledgor will be under the Control of any other Person having a claim thereto or being a security interest therein other than a Permitted Lien. (g) Immediately after giving effect to the transactions contemplated by it this Agreement and the other Transaction Documents, (i) AIG and the Subsidiaries, on a consolidated basis, are Solvent and (ii) the Guarantors, on a consolidated basis, are Solvent. (h) The Transaction Liens on all Collateral owned by such Pledgor (i)have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Pledgor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, subject to its knowledgeSection 3(d), threatened against it which would result will secure all the Secured Obligations or such Pledgor’s Secured Guarantee, as the case may be. (i) The information set forth in it being Schedule 1 as to such Pledgor is correct and complete as of the Effective Date. (j) When UCC financing statements describing the Collateral as set forth in Section 3 hereof have been filed in the central UCC filing offices of the jurisdictions specified in Schedule 1, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Pledgor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such (i) UCC financing statements, (ii) Intellectual Property Filings, (iii) any filings necessary to preserve or becoming Bankrupt; except perfect the Transaction Liens on any Designated Interest pursuant to applicable non-U.S. law and (iv) other filings as may be set forth in its reports filed necessary to limit or avoid the application of Section 3(d), no registration, recordation or filing with the SEC, there any Governmental Authority is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement required in connection with the conduct of its business and it has the capacity execution or the ability to make or take delivery of the Product as provided Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or (except with respect to Equity Interests in this Agreementany Regulated Subsidiary) for the enforcement of the Transaction Liens.

General Representations and Warranties. On the Execution Date The Trustee and the CP Satisfaction Date, Trust Manager each Party represents and warrants to the other Party ABN in respect of itself that: it is duly organized: (a) (Legally binding obligation): its Relevant Documents constitute or will constitute its valid and legally binding obligations in accordance with their terms; (b) (Execution, validly existing delivery and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; performance): the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action Relevant Documents do not and do will not violate any of the terms and conditions in its governing documents, existing law or regulation or any contracts document or agreement to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and which is binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against upon it or any of its Affiliates any legal proceedings that could materially adversely affect its ability assets; (c) (Authorisations): all consents, licences, approvals and authorisations of every government authority required to perform its obligations under this Agreement; no Event of Default with respect to be obtained by it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct execution, delivery and performance of its business Relevant Documents have been or will be obtained and are or will be valid and subsisting; (d) (Due incorporation): it is duly incorporated and has the power to own its own property and to carry on its business; (e) (Memorandum and Articles): the execution, delivery and performance by it of its Relevant Documents does not or will not violate its Memorandum and Articles of Association; (f) (Corporate power): it has the capacity power, and has taken or will take all corporate and other action required, to enter into its Relevant Documents to which it is a party and to authorise the ability execution and delivery thereof and the performance of its obligations thereunder; (g) (No Termination Event): to make the best of its knowledge and belief no event has occurred which constitutes a Termination Event or take delivery which with the giving of notice and/or the lapse of time and/or satisfaction of any condition and/or any determination by any person would constitute a Termination Event; (h) (No Actions): to the best of its knowledge and belief, no actions, arbitrations, proceedings or claims are pending, in progress or threatened against it or its property which would have a Material Adverse Effect; and (i) (Copies of Transaction Documents): (by the Trust Manager only) the copies of the Product as Transaction Documents relating to an Approved Fund provided in to ABN under this AgreementAgreement are true copies thereof and no other Transaction Documents relating to the Approved Fund have been entered into or otherwise exist.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Pledgor represents and warrants to each Secured Party, the other Party UST, the FRBNY and the Rights Holder that: it : (a) Such Pledgor is (i) duly organized, validly existing and in good standing under the Laws laws of the jurisdiction identified as its jurisdiction of its formation; it organization in Schedule 1, (ii) has all Governmental Approvals necessary for it requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to result in a Material Adverse Effect, and (iv) has the power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date Agreement and each other agreement contemplated hereby to which it is or will be a party. (ib) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the The execution, delivery and performance by such Pledgor of this Agreement is within its powers, and each other Loan Document executed and delivered by such Pledgor on the Effective Date have been duly authorized by all necessary requisite corporate and, if required, stockholder action and do will not (i) violate (A) any provision of law, statute, rule or regulation, or of the terms and conditions in its governing documentscertificate or articles of incorporation or other constitutive documents or by-laws of such Pledgor, (B) any contracts order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which it such Pledgor is a party or by which any applicable Law; this of them or any of their property is or may be bound, except, with respect to clauses (A), (B) and (C), where such violation would not reasonably be expected to result in a Material Adverse Effect, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument, except where such conflict, breach, default or right would not reasonably be expected to result in a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any of the Collateral, whether now owned or hereafter acquired (except a Transaction Lien). (c) This Agreement and each other document has been duly executed and delivered in accordance with this Agreement by such Pledgor and constitutes a legally legal, valid and binding obligation of such Pledgor enforceable against it such Pledgor in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (ii) general principles of equity. (d) Schedule 2 lists all Collateral of the type described in Section 3(a) clauses (i) and (ii) (or in the case of the AIA SPV and the ALICO SPV, in their respective capacities as Guarantors, all Securities) owned by such Pledgor as of the Effective Date, and all Equity Interests of the AIA SPV and the ALICO SPV owned by the Borrower as of the Effective Date. Except as set forth on Schedule 2, such Pledgor holds all such Collateral directly (i.e., not through a Subsidiary, a Securities Intermediary, Depository Trust Company or any other Person). (e) All Collateral owned by such Pledgor is owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) Permitted Liens. All shares of capital stock included in its Pledged Equity Interests (including shares of capital stock in respect of which such Pledgor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in the Star-Edison Purchase Agreement, none of such Pledged Equity Interests is subject to any Equitable Defenses; it option to purchase or similar right of any Person. Such Pledgor is not Bankrupt and there are will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect to such Pledged Equity Interest. (f) Such Pledgor has not performed any acts that might prevent either Secured Party from enforcing any of the provisions of the Security Documents or that would limit either Secured Party in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Pledgor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens and other than those that name the FRBNY as secured party with respect to the FRBNY Credit Facility. On the Effective Date, all Collateral consisting of certificated securities or instruments owned by such Pledgor and required to be delivered to the Secured Parties will have been delivered to the Collateral Custodian in accordance with the delivery instructions provided to the Pledgor by the Collateral Custodian free and clear of the claims of any other Person or security interest therein, other than the Secured Parties or any other Permitted Lien and no proceedings pending Pledged Investment Property owned by such Pledgor will be under the Control of any other Person having a claim thereto or being a security interest therein other than a Permitted Lien. (g) Immediately after giving effect to the transactions contemplated by it this Agreement and the other Transaction Documents, (ii) AIG and the Subsidiaries, on a consolidated basis, are Solvent and (ii) the Guarantors, on a consolidated basis, are Solvent. (h) The Transaction Liens on all Collateral owned by such Pledgor (i)have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Pledgor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, subject to its knowledgeSection 3(d), threatened against it which would result will secure all the Secured Obligations or such Pledgor’s Secured Guarantee, as the case may be. (i) The information set forth in it being Schedule 1 as to such Pledgor is correct and complete as of the Effective Date. (j) When UCC financing statements describing the Collateral as set forth in Section 3 hereof have been filed in the central UCC filing offices of the jurisdictions specified in Schedule 1, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Pledgor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such (i) UCC financing statements, (ii) Intellectual Property Filings, (iii) any filings necessary to preserve or becoming Bankruptperfect the Transaction Liens on any Designated Interest pursuant to applicable non- U.S. law; except and (iv) other filings as may be set forth in its reports filed necessary to limit or avoid the application of Section 3(d), no registration, recordation or filing with the SEC, there any Governmental Authority is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement required in connection with the conduct of its business and it has the capacity execution or the ability to make or take delivery of the Product as provided Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or (except with respect to Equity Interests in this Agreementany Regulated Subsidiary) for the enforcement of the Transaction Liens.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Borrower represents and warrants to the other Party Lender that: : (a) (Status) it is a corporation, duly organized, incorporated and validly existing and in good standing under the Laws law of the its jurisdiction of its formation; incorporation; (b) (power) it has all Governmental Approvals necessary for it the power and the right to carry on its business, and to enter into and exercise its rights and perform its obligations under this Agreement, except for as of the Execution Date each Finance Document to which it is a party; (c) (binding obligations) (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts each Finance Document to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally its valid and legally binding obligation and is enforceable against it in accordance with its terms, subject to any Equitable Defenses; necessary stamping and registration requirements and laws affecting creditors’ rights generally; (ii) (Without limiting the generality of paragraph (i) above), each Security to which it is a party creates the Security Interest which that Security purports to create and that Security Interest is, subject to any necessary registration requirements, equitable principles and laws generally affecting creditors’ rights, valid and effective; (d) (conflicts) its execution and performance of each Finance Document to which it is a party does not Bankrupt and will not: (i) conflict with or violate any law, judgment, ruling, order, document or agreement that binds it (including its constituent documents); (ii) result in a Security Interest (other than under a Collateral Security) being created on, or crystallising over, any of its assets; or (iii) result in a default under any agreement relating to any of its Financial Indebtedness; (e) (Authorisations obtained) each Authorisation required or desirable: (i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; (ii) to make the Finance Documents to which it is a party its legal, valid binding and enforceable obligations, admissible in evidence in its jurisdiction of incorporation; (iii) necessary for the effectiveness as a Security Interest (with the priority contemplated in it) of each Collateral Security; or (iv) material to the conduct by it of its business, has been obtained and is in full force and effect; (a) (compliance with laws) it has complied with all laws and Authorisations applicable to it or its business; (b) (solvency) an Insolvency Event has not occurred with respect to it and there are no proceedings pending or being contemplated by reasonable grounds to expect that, on execution of each Finance Document to which it oris a party, it will continue to be able to pay all its knowledge, threatened against it which would result in it being or becoming Bankrupt; debts as and when they become due and payable; (c) (litigation) (except as may be set forth described in its reports filed with writing to, and accepted in writing by, the SECLender) no litigation or administrative, there arbitration or other proceeding or action (including any action by a Government Agency) is not current or pending or, to its knowledge, is likely or threatened against it which, if adversely determined, would have or any of its Affiliates any legal proceedings that could materially adversely affect its ability be likely to perform its obligations under this Agreement; no Event of Default with respect have a Material Adverse Effect; (i) (information accurate) all information provided to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of Lender by the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement Borrower in connection with the conduct Finance Documents is accurate in all material respects and not deficient, misleading or deceptive in any material respect (whether by its inclusion or by the omission of other information); (j) (financial information) the latest Accounts which have been delivered to the Lender: (i) were prepared in accordance with Accounting Standards, consistently applied; and (ii) give a true and fair view of the financial condition and state of affairs of the Borrower as at the date they were prepared, and since the date of those Accounts there has been no material adverse change in the financial condition of the Borrower as shown in those Accounts; (k) (good title to assets) it has a good and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business and as presently conducted; (l) (no trust), it is not entering into any Finance Document to which it is a party as the trustee of any trust or settlement; (m) (no Default) (i) no Default is continuing or might reasonably be expected to result from the making of any Advance or the entry into, the performance of, or any transaction contemplated by, any Finance Document; and (ii) no other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which may have a Material Adverse Effect; (n) (own enquiries) it has relied on its own investigations and enquiries regarding the capacity transactions contemplated by the Finance Documents and has not relied on any information, advice or opinion (including information, advice or opinions regarding interest rates or exchange rates) given or offered by or on behalf of the Lender even if in answer to any enquiry by or for it; (o) (Taxation) it has complied with all taxation laws in all jurisdictions in which it is subject to Taxes and has paid all Taxes due and payable by it, other than Taxes: (i) assessed as payable by the Borrower and which are being diligently contested in good faith; (ii) have been disclosed to the Lender in writing; and (iii) the non-payment of which would not have a Material Adverse Effect; (p) (No financial assistance or benefit to a related party) the execution and delivery by it of any Finance Document to which it is a party or the ability participation by it in any transaction in connection with any Finance Document to make which is a party will not contravene Part 2J.3 or take delivery Chapter 2E of the Product as provided Corporations Act; and (q) (corporate benefit) its entry into the transactions contemplated by the Finance Documents is in this Agreementits best interests and for its benefit.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Borrower represents and warrants to the other Party Bank that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; : (a) it has all Governmental Approvals necessary for it the power to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, Contract and (ii) all Governmental Approvals necessary action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (b) this Agreement is within Contract constitutes its powerslegally valid, have been duly authorized by all necessary action binding and enforceable obligations; (c) the execution and delivery of, the performance of its obligations under and compliance with the provisions of, this Contract do not violate and will not: (i) contravene or conflict with any of the terms and conditions in its governing documentsapplicable law, statute, rule or regulation (whether internal or external), or any contracts judgement, decree or permit to which it is a party subject; and (ii) contravene or conflict with any applicable Law; this Agreement and each agreement or other document executed and delivered in accordance with this Agreement constitutes a legally valid and instrument binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against upon it which would result in it being or becoming Bankrupt; except as may might reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under this Agreement; Contract; (d) there has been no Material Adverse Change since 17 February 2015; (e) no event or circumstance which constitutes an Event of Default with respect to it has occurred and is continuing unremedied or unwaived; (f) it has obtained all necessary Authorisations in connection with this Contract, and no in order to lawfully comply with its obligations hereunder, and the Project and all such event or circumstance would occur as a result of Authorisations are in full force and effect and admissible in evidence; (g) its entering into or performing its payment obligations under this Agreement; Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its Debt Instruments except for obligations mandatorily preferred by law; (h) it is acting for in compliance in all respects with all applicable EU and Slovak competition (including state aid and audit) laws and regulations; (i) it is in compliance with Article 6.05(A)(e) and to the best of its own accountknowledge and belief (having made due and careful enquiry) no Environmental Claim has been commenced or is threatened against it, has made the Promoter or any Final Beneficiary; (j) it is in compliance with all undertakings under Article 6 of this Contract; and (k) to the best of its own independent decision knowledge, no funds invested in the Project by the Borrower or a Final Beneficiary are of illicit origin, including products of money laundering or linked to enter into this Agreement and as to whether this Agreement is appropriate or proper for the financing of terrorism. The Borrower shall promptly inform the Bank if at any time it based upon its own judgment, is not relying upon the advice or recommendations becomes aware of the other Party in so doing, illicit origin of any such funds. The representations and is capable of assessing warranties set out above shall survive the merits of and understanding, and understands and accepts, the terms, conditions and risks execution of this Agreement; Contract and it has entered into this Agreement in connection with the conduct of its business are deemed repeated on each Disbursement Request, Disbursement Date and it has the capacity or the ability to make or take delivery of the Product as provided in this AgreementPayment Date.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party represents and warrants to the other Party that: it is duly organized, validly existing and in good standing under the Laws as of the jurisdiction of its formation; Effective Date and at all times throughout the Term: (a) it has all Governmental Approvals necessary for it the full corporate right, power and authority to enter into this Agreement and to perform its obligations under this Agreement, except for as ; (b) the execution of this Agreement by the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery Party and performance of its obligations under this Agreement is within its powerscomply with all applicable laws, have been duly authorized by all necessary action rules and do not violate any of the terms regulations (including privacy, export control, and conditions in its governing documentsobscenity laws); (c) when executed and delivered, any contracts to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes will constitute a legally legal, valid and binding obligation of the Party, enforceable against it in accordance with its terms, subject ; and (d) neither the execution nor performance of this Agreement will violate any agreement to any Equitable Defenses; which it is not Bankrupt and there are no proceedings pending a party or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own accountotherwise bound. Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgmentNEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, is not relying upon the advice or recommendations of the other Party in so doingEXPRESS OR IMPLIED, and is capable of assessing the merits of and understandingWITH RESPECT TO ANY ITEMS OR SOLUTION PROVIDED UNDER THIS AGREEMENT, and understands and acceptsINCLUDING, the termsWITHOUT LIMITATION, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this AgreementANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND FORWARD NETWOKS HEREBY DISCLAIMS THE SAME ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS. FORWARD NETWORKS DOES NOT REPRESENT OR WARRANT THAT THE SOLUTION OR DOCUMENTATION WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS, THAT ANY CONTENT OR DATA GENERATED BY THE SOLUTION WILL BE ACCURATE, COMPLETE, OR RELIABLE, THAT USE OF THE SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE SOLUTION OR DOCUMENTATION WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FORWARD NETWORKS OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. Indemnification.

General Representations and Warranties. On (a) As of the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; ; (ii) except for (A) CPUC Approval, in the case of Buyer, and (B) all permits necessary to install, operate and maintain the Project in the case of Seller, it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date ; (iiii) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Law, rule, regulation, order or the like applicable Law; to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a its legally valid and binding obligation enforceable against it in accordance with its terms, ; subject to any Equitable Defenses; ; (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could reasonably be expected to materially adversely affect its ability to perform its obligations under this Agreement; ; (vii) no event constituting an Event of Default with respect to it has occurred and is continuing and no such event as of the Execution Date or circumstance would will occur as a result of its entering into or performing its obligations under this Agreement; ; (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (ix) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of all Products referred to in the Product as provided in this AgreementTransaction to which it is a Party.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date(a) JVWeb, each Party Inc. hereby represents and warrants to the Company that JVWeb, Inc. has been duly organized, is validly existing and is in good standing in the jurisdiction in which it was incorporated; JVWeb, Inc. has full right, power and authority to execute and deliver this Agreement and all other Party that: it agreements, documents and instruments to be executed in connection herewith and perform JVWeb, Inc.'s obligation hereunder and thereunder; the execution and delivery by JVWeb, Inc. of this Agreement and all other agreements, documents and instruments to be executed by JVWeb, Inc. in connection herewith have been authorized by all necessary corporate action by JVWeb, Inc.; when this Agreement and all other agreements, documents and instruments to be executed by JVWeb, Inc. in connection herewith are executed by JVWeb, Inc. and delivered to the Company, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of JVWeb, Inc. enforceable against JVWeb, Inc. in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, notation or otherwise) under the terms of, any contract to which JVWeb, Inc. is a party or by which JVWeb, Inc. is bound or by which any of the assets of JVWeb, Inc. is bound or affected, (ii) violate any judgment against, or binding upon, JVWeb, Inc. or upon the assets of JVWeb, Inc., (iii) result in the creation of any lien, charge or encumbrance upon any assets of JVWeb, Inc. pursuant to the terms of any such contract, or (iv) violate any provision in the charter documents, bylaws or any other agreement affecting the governance and control of JVWeb, Inc.; there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of the assets of JVWeb, Inc., this Agreement, or the transactions contemplated hereby (other than as described in JVWeb, Inc.'s filings with the Commission), and there are no outstanding orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against, involving or affecting any assets of JVWeb, Inc., this Agreement, or the transactions contemplated hereby; no consent or approval from any person on the part of JVWeb, Inc. is required in connection with the execution and delivery of this Agreement other than board of director approval of JVWeb, Inc., which has already been obtained; and the representations and warranties made immediately above and elsewhere herein are material to the Company and are being relied upon by the Company in connection with its decision to issue and sell Units to JVWeb, Inc. pursuant to Section 2 of this Agreement. (b) The Company hereby represents and warrants to JVWeb, Inc. that (deletion) the Company has full right, power and authority to execute and deliver this Agreement and all other agreements, documents and instruments to be executed by the Company in connection herewith (including, without limitation, the Warrant Agreement, as defined herein) and perform the Company's obligation hereunder and thereunder; the Company is duly organized, validly existing and in good standing under in the Laws State of Colorado; the authorized capital stock of the jurisdiction Company consists of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement100 million shares of Common Stock, except for 7,862,150 of which were issued and outstanding as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Sellerdate hereof; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ owns

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Seller represents and warrants to Purchaser as follows o Seller duly exists and has the other Party that: power to enter into and implement the transactions contemplated by the Transaction Documents to which it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formationa party; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; o the execution, delivery and performance of this Agreement the Transaction Documents to which it is within its powers, a party have been duly authorized by all necessary action on the part of Seller; o the Transaction Documents to which it is a party Constitute legal, valid and do binding obligations of Seller; o each consent required by Seller to authorize, or required by it in connection with the execution, delivery, performance, legality, validity or enforceability of the Transaction Documents to which it is a party has been obtained and is in full force and effect, and there is no default in the observance or performance of any of the conditions and restrictions (if any) imposed on or in connection therewith; and o the execution, delivery and performance by Seller of the Transaction Documents to which it is a party will not violate (i) conflict with, or result in any material breach of, any of the terms and conditions in its governing documentsof1 or constitute a default under, any contracts agreement or document to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect property or assets may be bound or (ii) contravene or conflict with the provisions of its ability to perform its obligations under this Agreement; no Event of Default with constitutive documents. Part B Purchaser's Representations And Warranties With respect to it has occurred itself, Purchaser represents and is continuing warrants to Seller that the following statements are tme and no such event or circumstance would occur as a result accurate: o Purchaser duly exists under the laws of its entering into or performing its obligations under this Agreement; it is acting for its own account, state of organization in the United States of America and has made its own independent decision the power to enter into this Agreement and as implement the transactions contemplated by the Transaction Documents to whether this Agreement which it is appropriate or proper for it based upon its own judgmenta party; o the execution, is not relying upon the advice or recommendations delivery and performance of the other Party in so doing, and Transaction Documents to which it is capable a party have been duly' authorized by all necessary corporate action on the part of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.Purchaser;

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Borrower represents and warrants to the other Party Bank that: : (a) it and each of its Subsidiaries is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and it has power to carry on its business as it is duly organized, validly existing now being conducted and in good standing under the Laws of the jurisdiction of to own its formation; property and other assets; (b) it has all Governmental Approvals necessary for it the power to execute, deliver and perform its obligations under this AgreementContract and all necessary corporate, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, shareholder and (ii) all Governmental Approvals necessary other action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (c) no Authorisations are required for the due execution, delivery or performance by the Borrower of this Agreement is within its powersContract, or the validity, enforceability or admissibility in evidence thereof, except for such Authorisations as have been duly authorized obtained and are in full force and effect and admissible in evidence (including no objection having been raised by all necessary action OFGEM in relation to this Contract), and there has been no default in the observance of the conditions or restrictions (if any) imposed in, or in connection with, any such Authorisations (it being understood that the representations and warranties in this Article 6.15(c) do not violate any refer to Authorisations required for the carrying out of the terms Project, in respect of which the representations and warranties in Article 6.15(d) shall apply); (d) no material Authorisations are required for the carrying on of the business of the Borrower or of any other member of the Group as it is carried on or is contemplated to be carried on, or for the carrying out of the Project, except for such Authorisations that are not required at the time this represensation is made or repeated or as have been duly obtained and are in full force and effect and admissible in evidence, and there has been no default in the observance of the conditions or restrictions (if any) imposed in, or in its governing documentsconnection with, any contracts such Authorisations; (e) this Contract constitutes its legally valid, binding and enforceable obligations; (f) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract and the transactions contemplated in this Contract do not and will not: (i) contravene or conflict with any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is a party subject or the Licence; (ii) contravene or conflict with any material agreement or other instrument binding upon it or any applicable Lawof its Subsidiaries; (iii) contravene or conflict with any provision of its or of its Subsidiaries' constitutional documents; or (iv) result in the imposition of increased financial charges or requirements as to security under any other contract or instrument to which the Borrower or any of its Subsidiaries is a party; (g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement Contract, that it or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere; (h) under the laws of its jurisdiction of incorporation it is not necessary that any stamp, registration or similar tax be paid on or in relation to this Contract or the transactions contemplated in this Contract; (i) the choice of English law as the governing law of this Contract will be recognised and each other document executed enforced in its jurisdiction of incorporation and delivered any judgement obtained in England in relation to this Contract will be recognised and enforced in its jurisdiction of incorporation; (j) it is not required to make any deduction for or on account of Tax from any payment it may make under this Contract to the Bank; (k) the most recent consolidated management accounts of the Group and audited accounts of the Borrower have been prepared on a basis consistent with previous years in accordance with IFRS (consistently applied) and, in the case of its audited accounts, have been approved by the Borrower's auditors as representing a true and fair view of the results of its operations for that year, they accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower at the time when such financial statements were produced and no material adverse change in the Borrower's business or the financial conditon of the Group has occurred since the date of such accounts; (l) there has been no Borrower Material Adverse Change since the date of this Agreement Contract; (m) no Event of Default has occurred and is continuing unremedied or unwaived or might reasonably be expected to result from the disbursement of the Loan; (n) no other event or circumstance is outstanding which constitutes a legally valid and default under any other agreement or instrument which is binding obligation enforceable against on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which might reasonably be expected to result in accordance with its termsa Borrower Material Adverse Change; (o) no litigation, subject to any Equitable Defenses; it arbitration, administrative proceedings or investigation is not Bankrupt and there are no proceedings pending current or being contemplated by it or, to its knowledgeknowledge is threatened or pending before any court, threatened against it arbitral body or agency which would has resulted or if adversely determined is reasonably likely to result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SECa Borrower Material Adverse Change, nor is there is not pending or, to its knowledge, threatened subsisting against it or any of its Affiliates subsidiaries any legal proceedings that could materially adversely affect unsatisfied judgement or award with a value in aggregate in excess of GBP 2,000,000 (two million pounds sterling) or its ability equivalent in any other currency or currencies; (p) at the date of this Contract, no Security Interest exists over its assets or over those of the Group except for the Security Interests referred to perform in Article 7.02(c)(i) to (iv); (q) no Environmental Claim in respect of the Project has been commenced or (to the best of its knowledge and belief) is threatened against any member of the Group; (r) the Borrower is not party to any arrangement containing a Cross Default Obligation; (s) there has been no application made by the Authority or the applicable Secretary of State for an Energy Administration Order under the Energy Act or an order under section 25 of the Electricity Act in respect of the Borrower and no Energy Administration Order under the Energy Act or provisional or final order under section 25 of the Electricity Act has been made in respect of the Borrower; (t) any written factual information provided by any member of the Group to the Bank was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated; and (u) its payment obligations under this Agreement; no Event Contract rank not less than pari passu in right of Default payment with respect all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to companies generally. The representations and warranties set out above shall survive the execution of this Contract and are, except for the representation and warranty in paragraph (p) above, deemed repeated on each Scheduled Disbursement Date, on the date on which any Disbursement Request is submitted and on each Payment Date, by reference to the facts and circumstances then prevailing. The Borrower acknowledges that it has occurred made the representations and is continuing and no such event or circumstance would occur as a result warranties contained in this Article 6.15 with the intention of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision inducing the Bank to enter into this Agreement Contract and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon that the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it Bank has entered into this Agreement Contract on the basis of, and in connection with the conduct full reliance on, each of its business such representations and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementwarranties.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Seller represents and warrants to Purchaser as follows o Seller duly exists and has the other Party that: power to enter into and implement the transactions contemplated by the Transaction Documents to which it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formationa party; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; o the execution, delivery and performance of this Agreement the Transaction Documents to which it is within its powers, a party have been duly authorized by all necessary action on the part of Seller; o the Transaction Documents to which it is a party Constitute legal, valid and do binding obligations of Seller; o each consent required by Seller to authorize, or required by it in connection with the execution, delivery, performance, legality, validity or enforceability of the Transaction Documents to which it is a party has been obtained and is in full force and effect, and there is no default in the observance or performance of any of the conditions and restrictions (if any) imposed on or in connection therewith; and o the execution, delivery and performance by Seller of the Transaction Documents to which it is a party will not violate (i) conflict with, or result in any material breach of, any of the terms and conditions in its governing documentsof1 or constitute a default under, any contracts agreement or document to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect property or assets may be bound or (ii) contravene or conflict with the provisions of its ability to perform its obligations under this Agreement; no Event of Default with constitutive documents. Part B Purchaser's Representations And Warranties With respect to it has occurred itself, Purchaser represents and is continuing warrants to Seller that the following statements are tme and no such event or circumstance would occur as a result accurate: o Purchaser duly exists under the laws of its entering into or performing its obligations under this Agreement; it is acting for its own account, state of organization in the United States of America and has made its own independent decision the power to enter into this Agreement and as implement the transactions contemplated by the Transaction Documents to whether this Agreement which it is appropriate or proper for it based upon its own judgmenta party; o the execution, is not relying upon the advice or recommendations delivery and performance of the other Party in so doingTransaction Documents to which it is a party have been duly' authorized by all necessary corporate action on the part of Purchaser; o the Transaction Documents to which it is a party constitute legal, valid and is capable binding obligations of assessing the merits of and understandingPurchaser; o each consent required by Purchaser to authorize, and understands and accepts, the terms, conditions and risks of this Agreement; and or required by it has entered into this Agreement in connection with the conduct execution, delivery, performance, legality, validity or enforceability of the Transaction Documents to which it is a party has been obtained and is in full force and effect, and there is no default in the observance or performance of any of the conditions and restrictions (if any) imposed on or in connection therewith; and o the execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party will not (I) conflict with, or result in any material breach of, any of the terms of, or constitute a default under any agreement or document to which it is a party or by which it or any of its business and it has property or assets may be bound or (ii) contravene or conflict with the capacity or the ability to make or take delivery provisions of the Product as provided in this Agreement.its constitutive documents. SCHEDULE 6 AIRCRAFT ▇▇▇▇ OF SALE One (1) B737-200 Aircraft manufacturer's serial number ___________

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party (a) Purchaser hereby represents and warrants to the Company that Purchaser has full right, power and authority to execute and deliver this Agreement and all other Party that: agreements, documents and instruments to be executed in connection herewith and perform Purchaser's obligation hereunder and thereunder; when this Agreement and all other agreements, documents and instruments to be executed by Purchaser in connection herewith are executed by Purchaser and delivered to the Company, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of Purchaser enforceable against Purchaser in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms of, any contract to which Purchaser is a party or by which Purchaser is bound or by which any of the assets of Purchaser is bound or affected, (ii) violate any judgment against, or binding upon, Purchaser or the assets of Purchaser, or (iii) result in the creation of any lien, charge or encumbrance upon any assets of Purchaser pursuant to the terms of any contract referred to in (i) of this Section 2(a); there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of the assets of Purchaser, this (b) The Company hereby represents and warrants to Purchaser that it is has full right, power and authority to execute and deliver this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith and perform its obligation hereunder and thereunder; it has been duly organized, is validly existing and is in good standing under the Laws of in the jurisdiction of its formation; in which it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Sellerwas incorporated; the execution, execution and delivery and performance by it of this Agreement is within its powersand all other agreements, documents and instruments to be executed by it in connection herewith have been duly authorized by all necessary action corporate action; when this Agreement and do not violate all other agreements, documents and instruments to be executed by it in connection herewith are executed by it and delivered to the Purchaser, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of it enforceable against it in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms and conditions in its governing documentsof, any contracts contract to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; by which it is not Bankrupt bound or by which any of the assets of it is bound or affected, (ii) violate any judgment against, or binding upon, it or upon its assets, (iii) result in the creation of any lien, charge or encumbrance upon any of its assets pursuant to the terms of any contract referred to in (i) of this Section 2(b), or (iv) violate any provision in the charter documents, bylaws or any other agreement affecting the governance and control of it; there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of its assets, this Agreement, or the transactions contemplated hereby (other than as reflected in the Company's filings with the Securities and Exchange Commission), and there are no proceedings pending outstanding orders, writs, injunctions or being decrees of any court, governmental agency or arbitration tribunal against, involving or affecting any of its assets, this Agreement, or the transactions contemplated by it or, to its knowledge, threatened against it which would result hereby; no consent or approval from any person is required in it being or becoming Bankrupt; except as may be set forth in its reports filed connection with the SEC, there is not pending or, to its knowledge, threatened against it execution and delivery of this Agreement or any of its Affiliates any legal proceedings the other agreements, documents and instruments to be executed by it in connection herewith; the shares of Common Stock to be issued to Purchaser pursuant to the exercise of the Warrants shall be duly authorized, validly issued, fully paid and non-assessable at the time that could materially adversely affect its ability they are issued; and the representations and warranties made immediately above are material to perform its obligations under this Agreement; no Event of Default Purchaser and are being relied upon by Purchaser in connection with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent Purchaser's decision to enter into this Agreement and as to whether this Agreement is appropriate or proper the transactions provided for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in by this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Promoter represents and warrants to the other Party Bank that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; : (a) it has all Governmental Approvals necessary for it the power to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, Agreement and (ii) all Governmental Approvals necessary action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (b) this Agreement is within constitutes its powerslegally valid, have been duly authorized by all necessary action binding and enforceable obligations; (c) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Agreement do not violate and will not: (i) contravene or conflict with any of the terms and conditions in its governing documentsapplicable law, statute, rule or regulation, or any contracts judgement, decree or permit to which it is a party subject; (ii) contravene or conflict with any applicable Law; this Agreement and each agreement or other document executed and delivered in accordance with this Agreement constitutes a legally valid and instrument binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against upon it which would result in it being or becoming Bankrupt; except as may might reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under this Agreement; ; (d) there has been no Event Material Adverse Change since the execution of Default with respect this Agreement; (e) no event or circumstance which constitutes an event of default under Article 10.01 of the Finance Contract in relation to it the Promoter has occurred and is continuing and unremedied or unwaived; (f) no such event litigation, arbitration, administrative proceedings or circumstance would occur as investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a result Material Adverse Change, nor is there subsisting against it any unsatisfied judgement or award; and (g) it has obtained all necessary consents, authorisations, licences or approvals of its entering into governmental or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into public bodies or authorities in connection with this Agreement and as to whether the Project and all such consents, authorisations, licences or approvals are in full force and effect and admissible in evidence. The representations and warranties set out above shall survive the execution of this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of are deemed repeated on each Scheduled Disbursement Date and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementeach Payment Date.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (iA) CPUC Approval in the case of Buyer, and (iiB) all Governmental Approvals permits necessary to constructinstall, own, operate and maintain the Project and related interconnection facilities in the case of Seller; ; (iii) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable Law; to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, Bankrupt;‌ (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (vii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (ix) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided referred to in this Agreementthe Transaction to which it is a Party.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each party to this Agreement represents and warrants to as follows and acknowledges that each other party is relying upon such representations and warranties in connection with the transactions contemplated hereby and by the other Party that: Operative Documents: (a) if applicable, it is duly organized, validly existing and in good standing subsisting under the Laws laws of the its jurisdiction of incorporation or formation and is duly registered to carry on business in each jurisdiction where the failure to be so registered could reasonably be expected to have a material adverse effect on its formation; business, properties or condition (financial or otherwise) or its ability to consummate the transactions contemplated hereby; (b) it has all Governmental Approvals necessary for requisite power and authority to conduct its business as is presently being conducted and to execute, deliver and perform this Agreement and the other Operative Documents to which it is or is to perform its obligations under this Agreement, except for as of the Execution Date be a party; (ic) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance by it of this Agreement is within its powers, have been duly authorized by all necessary corporate or other action and do not violate require the consent or approval of any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable Law; other Person; (d) this Agreement and each other document has been duly executed and delivered in accordance with this Agreement by it and constitutes a legally its legal, valid and binding obligation obligations, enforceable against it in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, arrangement, moratorium or other laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies may be limited by equitable principles of general applicability; (e) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder do not require any authorization under any applicable law and are not inconsistent with and do not contravene any provision of or constitute a default under (i) its constating documents or by- laws, as applicable; (ii) any judgment, injunction, decree or order applicable to it or any of its properties; (iii) any applicable law or authorization applicable to it or any of its properties; or (iv) any indenture, mortgage, contract or other instrument to which it is a party or by which it or its property may be bound or affected; except (in each case) such authorizations as are required pursuant to applicable laws regarding the issuance of securities; (f) neither the execution and delivery by it of this Agreement nor the performance by it of its obligations hereunder will subject any of its property or assets to any Equitable Defenses; Security Interest; (g) it is a resident of Canada for the purposes of the Tax Act and is not Bankrupt and a non- Canadian for the purposes of the Investment Canada Act; and (h) there are is no proceedings action, suit, investigation or proceeding pending or being contemplated by it (or, to its knowledge, threatened threatened) against it which would result before any Governmental Authority which, individually or in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SECaggregate, there is not pending or, if determined adversely to its knowledgeinterests, threatened against could reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or by the Operative Documents to which it is a party or any the performance by it of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default hereunder or thereunder, nor is it in default with respect to any order of any Governmental Authority which default could reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or by the Operative Documents to which it has occurred and is continuing and no such event a party or circumstance would occur as a result the performance by it of its entering into obligations hereunder or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementthereunder.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Chargor represents and warrants to the other each Secured Party that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; : (a) it has all Governmental Approvals necessary for it the power to execute and to perform its obligations and liabilities under this Agreementthe Debt Documents; (b) it has taken all action necessary to authorise the execution of and the performance of its obligations and liabilities under the Debt Documents; (c) the execution and delivery of, except for as and the performance by it of its obligations under, the Execution Date Debt Documents: (i) CPUC Approval will not result in the case a breach of Buyer, and any provisions of its organisational documents (including its articles of association); (ii) all Governmental Approvals necessary to constructwill not result in a breach of, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documentsor constitute a default under, any contracts agreement or instrument to which it or by which it is bound; (iii) will not result in breach of any order, judgment or decree of any court or governmental agency to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; by which it is bound; and (d) it does not Bankrupt require the approval of any governmental, quasi-governmental or regulatory body, including any anti-trust authority or anti-trust approval or in respect of matters relating to merger control, foreign direct investment, anti-money laundering, foreign exchange controls and there are no proceedings pending any other requirements based on the identity, domicile, business or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with other characteristics of the SEC, there is not pending or, to its knowledge, threatened against it Secured Parties or any of its Affiliates any legal proceedings that could materially adversely affect Affiliates; (e) it is in compliance with all laws, including as to Taxes, applicable to its ability to perform business, operations and performance of its obligations and liabilities under this Agreement; the Debt Documents; (f) no Default or Event of Default is continuing; (g) all the Debt Documents (including this Deed) are legal, valid and binding upon it and all of the security created or purported to be created by the Security Documents (including this Deed) create (subject to any security arising solely by operation of law) first ranking security and the security that they purport to create; (h) it is the sole legal and beneficial owner of all of the assets that are subject to the security created by the Security Documents (including its Intellectual Property); and (i) in respect of all written information regarding the Intellectual Property that has been provided to a Pari Passu Creditor by or on behalf of any Chargor on or before the date hereof (the “Information”): (i) all such Information was true and accurate in all material respects as at the date of that Information; (ii) any forecast contained in the Information was prepared on the basis of recent historical information and on the basis of reasonable assumptions, consistent with past practices of the Parent and was fair (as at the date of the relevant report or document containing the forecast) and arrived at after careful consideration; (iii) the expressions of opinion or intention provided by or on behalf of the Parent or any other member of the Group for the purposes of the Information were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds; (iv) all projections contained in the Information were prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and (v) nothing has occurred or been omitted and no information has been given or withheld that results in the Information being untrue or misleading in any material respect in light of the circumstances under which such statements were or are made; (j) it is the sole legal and beneficial owner of, and absolutely entitled to, the assets that it purports to mortgage, charge or assign under this Deed (other than, where relevant, in respect of the legal ownership of any of its Investments registered in the name of its nominee or in the name of the Collateral Agent (or its nominee) pursuant to this Deed); (k) it has occurred and not mortgaged, charged or assigned or otherwise encumbered or disposed of any of the assets that it purports to mortgage, charge or assign under this Deed, in each case, other than as expressly permitted under this Deed; (l) the assets that it purports to mortgage, charge or assign under this Deed are free from any security, Quasi-Security or option to purchase or similar right, in each case, other than as expressly permitted under this Deed; (m) it is continuing and no such event not aware of any third-party claim: (i) that any registrations or circumstance would occur as a result applications in respect of its entering into owner Intellectual Property are invalid or performing its obligations under this Agreementunenforceable; it is acting for its own accountand (ii) challenging the Chargor’s rights to such registrations and applications, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, the Chargor is not relying upon aware of any basis for such claims, other than, in each case, to the advice extent any such third-party claims would not reasonably be expected to have a Material Adverse Effect; and (n) this Deed is not liable to be avoided or recommendations otherwise set aside on its liquidation or administration or otherwise, except, in the case of the other Party in so doingclauses (c)(ii) and (iii) and (d), and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementwould not have a Material Adverse Effect.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Pledgor represents and warrants to each Secured Party, the other Party UST, the FRBNY and the Rights Holder that: it : (a) Such Pledgor is (i) duly organized, validly existing and in good standing under the Laws laws of the jurisdiction identified as its jurisdiction of its formation; it organization in Schedule 1, (ii) has all Governmental Approvals necessary for it requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to result in a Material Adverse Effect, and (iv) has the power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date Agreement and each other agreement contemplated hereby to which it is or will be a party. (ib) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the The execution, delivery and performance by such Pledgor of this Agreement is within its powers, and each other Loan Document executed and delivered by such Pledgor on the Effective Date have been duly authorized by all necessary requisite corporate and, if required, stockholder action and do will not (i) violate (A) any provision of law, statute, rule or regulation, or of the terms and conditions in its governing documentscertificate or articles of incorporation or other constitutive documents or by-laws of such Pledgor, (B) any contracts order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which it such Pledgor is a party or by which any applicable Law; this of them or any of their property is or may be bound, except, with respect to clauses (A), (B) and (C), where such violation would not reasonably be expected to result in a Material Adverse Effect, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument, except where such conflict, breach, default or right would not reasonably be expected to result in a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any of the Collateral, whether now owned or hereafter acquired (except a Transaction Lien). (c) This Agreement and each other document has been duly executed and delivered in accordance with this Agreement by such Pledgor and constitutes a legally legal, valid and binding obligation of such Pledgor enforceable against it such Pledgor in accordance with its terms, subject to except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (ii) general principles of equity. (d) Schedule 2 lists all Collateral of the type described in Section 3(a) clauses (i) and (ii) (or in the case of the AIA SPV and the ALICO SPV, in their respective capacities as Guarantors, all Securities) owned by such Pledgor as of the Effective Date, and all Equity Interests of the AIA SPV and the ALICO SPV owned by the Borrower as of the Effective Date. Except as set forth on Schedule 2, such Pledgor holds all such Collateral directly (i.e., not through a Subsidiary, a Securities Intermediary, Depository Trust Company or any Equitable Defenses; it other Person). (e) All Collateral owned by such Pledgor is not Bankrupt and there are no proceedings pending or being contemplated owned by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with free and clear of any Lien other than (i) the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.Transaction Liens and

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Borrower represents and warrants to the other Party Bank that: : (a) it is duly organized, incorporated and validly existing as a private company with limited liability (besloten vennootschap) under Dutch law and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for power to carry on its business as it is now being conducted and to own its property and other assets; (b) it has the power to execute, deliver and perform its obligations under this AgreementContract and all necessary corporate, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, shareholder and (ii) all Governmental Approvals necessary other action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (c) this Agreement is within Contract constitutes its powerslegally valid, have been duly authorized by all necessary action binding and enforceable obligations; (d) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not violate and will not contravene or conflict with: (i) any of the terms and conditions in its governing documentsapplicable law, statute, rule or regulation, or any contracts judgement, decree or permit to which it is a party subject; (ii) any agreement or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and instrument binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against upon it which would result in it being or becoming Bankrupt; except as may might reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under this Agreement; Contract; (iii) any provision of its constitutional documents (including the articles of association); (e) the latest available accounts of the Borrower have been prepared on a basis consistent with previous years and represent a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower; (f) no event or circumstance which constitutes an Event of Default with respect to it has occurred and is continuing unremedied or unwaived; (g) no litigation, arbitration, administrative proceedings or investigation is current or, to its knowledge, is threatened or pending before any court, arbitral body or agency which has resulted or, if adversely determined, is reasonably likely to result in a Material Adverse Change, nor is there subsisting any unsatisfied judgement or award which has resulted or is reasonably likely to result in a Material Adverse Change; (h) it has obtained all necessary Authorisations in connection with this Contract and no in order to lawfully comply with its obligations hereunder, and the Project and all such event or circumstance would occur as a result of Authorisations are in full force and effect and admissible in evidence; (i) the Group is in compliance with Article 7.1, and the Borrower, the Guarantor and any Subsidiary are in compliance with Article 7.3; (j) its entering into or performing its payment obligations under this Agreement; it is acting Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments and with all present and future claims of its other unsecured and unsubordinated creditors except for its own accountobligations mandatorily preferred by law applying to companies generally; (k) the Borrower’s resolutions provided to the Bank pursuant to Annex I to this Contract have not been amended, has made its own independent decision to enter into this Agreement rescinded, revoked or declared null and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon void; (l) the advice or recommendations articles of association of the other Party in so doingBorrower have not been amended since 23 December 2008, and is capable of assessing the merits of and understanding, and understands and acceptsor if they have been amended, the terms, conditions and risks Borrower has notified the Bank thereof; (m) its Centre of this Agreement; Main Interests is situated in the Netherlands and it has entered into this Agreement no Establishment in connection with any other jurisdiction; (n) under the conduct laws of its business and jurisdiction of incorporation, it has the capacity is not necessary that this Contract be filed, recorded or the ability enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to make or take delivery this Contract; (o) it is in compliance with Article 5.05(e) of the Product as provided Guarantee Agreement and to the best of its knowledge and belief (having made due and careful enquiry) no material Environmental or Social Claim has been commenced or is threatened against it or any relevant Affiliate in relation to the Project; (p) it is in compliance with all undertakings under this Article 6; and (q) none of the Borrower, Guarantor and/or any Relevant Person: (i) is a Sanctioned Person; or (ii) is in breach of any Sanctions. It is acknowledged and agreed that the representations set out in this Agreementparagraph (o) are only sought by and given to the Bank to the extent that to do so would be permissible pursuant to any applicable anti-boycott rule of the EU such as Regulation (EC) 2271/96. The representations and warranties set out above are made on the date of this Contract and are deemed repeated with reference to the facts and circumstances then existing on the date of each Disbursement Acceptance, the date of each Compliance Certificate and each Disbursement Date.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Borrower represents and warrants to the other Party Bank that: : (a) it is a municipality duly organized, established and validly existing and in good standing under the Laws laws of the jurisdiction of its formation; Finland and it has all Governmental Approvals necessary for power to carry on its operations as it is now being conducted and to own its property and other assets; (b) it has the power to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, Contract and (ii) all Governmental Approvals necessary municipal and other action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (c) the Contract constitute its legally valid, binding and enforceable obligations; (d) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Agreement is within its powers, have been duly authorized by all necessary action and Contract do not violate and will not contravene or conflict with: (i) any of applicable law (including but not limited to the terms and conditions in its governing documentsLocal Government Act), statute, rule or regulation, or any contracts judgement, decree or permit to which it is a party subject; (ii) any agreement or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and instrument binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against upon it which would result in it being or becoming Bankrupt; except as may might reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under this Agreement; Contract; (iii) any provision of its statutes or administrative regulations (such as standing order (Fi: johtosääntö, hallintosääntö) and similar; (e) the latest available consolidated audited accounts of the Borrower have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower; (f) there has been no Material Adverse Change since [14 November 2022]2; (g) no event or circumstance which constitutes a Prepayment Event or an Event of Default with respect to it has occurred and is continuing and unremedied or unwaived; (h) no such event litigation, arbitration, administrative proceedings or circumstance would occur as investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a result Material Adverse Change, nor is there subsisting against it or any of its entering into subsidiaries any unsatisfied judgement or performing award; (i) it has obtained all necessary Authorisations in connection with this Contract and in order to lawfully comply with its obligations hereunder, and the Project and all such Authorisations are in full force and effect and admissible in evidence; (j) its payment obligations under this Agreement; Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to units of local government generally; (k) it is acting for in compliance with Article 6.5(e) and to the best of its own account, knowledge and belief (having made due and careful enquiry) no Environmental Claim has made its own independent decision to enter into been commenced or is threatened against it; (l) it is in compliance with all undertakings under this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations Article 6; (m) no financial covenants concluded with any other creditor of the other Party Borrower are more restrictive than the ones contained in so doingthis Contract; (n) to the best of its knowledge, no funds invested in the Project by the Borrower or by another member of the Group are of illicit origin, including products of money laundering or linked to the financing of terrorism. The Borrower shall promptly inform the Bank if at any time it becomes aware of the illicit origin of any such funds; and (o) none of the Borrower and/or any Relevant Person: (i) is a Sanctioned Person; or (ii) is in breach of any Sanctions. The representations and is capable of assessing warranties set out above shall survive the merits of and understanding, and understands and accepts, the terms, conditions and risks execution of this Agreement; Contract and it has entered into this Agreement in connection are, with the conduct of its business and it has the capacity or the ability to make or take delivery exception of the Product as provided representation set out in this Agreementparagraph (f) above, deemed 2 TBC. repeated on each date of a Disbursement Acceptance, each Disbursement Date and on each Payment Date.

General Representations and Warranties. On the Execution Date The RTA and the CP Satisfaction Date, Concessionaire each Party represents and warrants to for the benefit of the other Party that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform party: (a) (Legally binding obligation) its obligations under this Agreementagreement are valid and legally binding and are enforceable against it in accordance with its terms; (b) (Execution, except for as of the Execution Date (idelivery and performance) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized agreement and each transaction contemplated by all necessary action and do this agreement does not violate or breach any of the terms and conditions in its governing documents, Law or any contracts document or agreement to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and which is binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against on it or any of its Affiliates assets; (c) (Authorisation) all Authorisations required to be obtained by it in connection with the execution, delivery and performance of this agreement, the transactions contemplated by it and the legality, validity and enforcement of this agreement have been obtained and are valid and subsisting and it is not aware of any legal proceedings that could materially adversely affect breach of any of the conditions of any of those Authorisations or aware of any fact or circumstance which may cause any of those Authorisations to be suspended, forfeited, cancelled or rendered void; (d) (No violation) its ability execution, delivery and performance of this agreement does not violate its constitution; (e) (Power) it has the power to enter into, deliver and perform this agreement and to carry out the transactions contemplated by it; (f) (Due authority) it has taken all corporate action required to enter into, deliver and perform this agreement and to carry out the transactions contemplated by it; (g) (No trust) it does not enter into this agreement in the capacity of trustee of a trust or settlement and will not act at any time during the Term as trustee of a trust or settlement; and (h) (Corporate benefit) the entry into and the performance of its obligations under this Agreement; no Event of Default with respect to it has occurred agreement is in its best interests and is continuing and no such event or circumstance would occur as for a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementpurpose.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Borrower represents and warrants to the other Party Bank that: : (a) it is duly organized, incorporated and validly existing and in good standing as a private company with limited liability under the Laws laws of the jurisdiction of its formation; Netherlands and it has all Governmental Approvals necessary for power to carry on its business as it is now being conducted and to own its property and other assets; (b) it has the power to execute, deliver and perform its obligations under this AgreementContract and all necessary corporate, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, shareholder and (ii) all Governmental Approvals necessary other action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (c) this Agreement is within Contract constitutes its powerslegally valid, have been duly authorized by all necessary action binding and enforceable obligations; (d) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not violate and will not: (i) contravene or conflict with any of the terms and conditions in its governing documentsapplicable law, statute, rule or regulation, or any contracts judgement, decree or permit to which it is a party subject; (ii) contravene or conflict with any applicable Law; this Agreement and each agreement or other document executed and delivered in accordance with this Agreement constitutes a legally valid and instrument binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against upon it which would result in it being or becoming Bankrupt; except as may might reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under this AgreementContract; and (iii) contravene or conflict with any provision of its constitutional documents; (e) the latest available accounts of the Borrower have been prepared on a basis consistent with previous years and represent a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower; (f) there has been no Material Adverse Change since 18 November 2014; (g) no event or circumstance which constitutes an Event of Default with respect to it has occurred and is continuing unremedied or unwaived; (h) no litigation, arbitration, administrative proceedings or investigation is current or, to its knowledge, is threatened or pending before any court, arbitral body or agency which has resulted or, if adversely determined, is reasonably likely to result in a Material Adverse Change, nor is there subsisting any unsatisfied judgement or award which has resulted or is reasonably likely to result in a Material Adverse Change; (i) it has obtained all necessary consents, authorisations, licences or approvals of governmental or public bodies or authorities in connection with this Contract, and no in order to lawfully comply with its obligations hereunder, and all such event consents, authorisations, licences or circumstance would occur as a result approvals are in full force and effect and admissible in evidence; (j) the Group is in compliance with Article 7.04, and the Borrower, the Guarantor and any Subsidiary are in compliance with Article 7.02; (k) its payment obligations under this Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments and with all present and future claims of its other unsecured and unsubordinated creditors except for obligations mandatorily preferred by law applying to companies generally; (l) the Borrower’s resolutions provided to the Bank pursuant to Annex I to this Contract have not been amended, rescinded, revoked or declared null and void; (m) the articles of association of the Borrower have not been amended since 23 December 2008, or if they have been amended, the Borrower has notified the Bank thereof; (n) to the best of its knowledge, no funds invested in the Project by the Borrower, the Guarantor or any Subsidiary are of illicit origin, including products of money laundering or linked to the financing of terrorism. The Borrower shall promptly inform the Bank if at any time it becomes aware of the illicit origin of any such funds; (o) it has its "centre of main interests" within the meaning of Regulation (EC) No. 1346/2000 of the Council of 29 May 2000 on Insolvency Proceedings in The Netherlands and it does not have an "establishment" within the meaning of Regulation (EC) No. 1346/2000 of the Council of 29 May 2000 on Insolvency Proceedings outside The Netherlands; (p) it deems the entering into or performing into, signing, execution, delivery and performance of this Contract to be (i) in the Borrower's corporate interest (vennootschappelijk belang) and conducive to the realisation of and useful in connection with the Borrower's corporate objects (doel) and (ii) not prejudicial to the interests of the Borrower's (present and future) creditors; (q) no notice under Article 36 Tax Collection Act (Invorderingswet 1990) has been given by any member of the Group; (r) where applicable, it will at all times act in full compliance with article 2:98c of the Dutch Civil Code (Burgerlijk Wetboek); (s) it shall comply with Financial Supervision Act (Wet op het financieel toezicht), including any regulations issued pursuant thereto; (t) it is subject to civil and commercial law with respect to its obligations under this AgreementContract and in any proceedings taken in its jurisdiction of incorporation in relation to this Contract, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process; it and (u) the extract (uittreksel) from the Dutch Commercial Register (Handelsregister) of the Borrower, a copy of which is acting for its own account, has made its own independent decision attached to enter into this Agreement and Contract as to whether this Agreement is appropriate or proper for it based upon its own judgmentAnnex I, is not relying upon the advice or recommendations true, correct and complete as of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks date of this Agreement; Contract. The representations and it has entered into warranties set out above shall survive the execution of this Agreement in connection with the conduct of its business Contract and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementare deemed repeated on each Disbursement Request, Disbursement Date and on each Payment Date.

General Representations and Warranties. On the Execution Date Except as disclosed in writing -------------------------------------- to Lender concurrently herewith, Borrower warrants and the CP Satisfaction Date, each Party represents to and warrants to the other Party covenants with Lender that: it : (a) Borrower is and at all times hereafter shall be a corporation duly organized, validly organized and existing and in good standing under the Laws laws of the jurisdiction State of its formation; Delaware and qualified or licensed to do business and in good standing in all states in which the laws thereof require Borrower to be so qualified and/or licensed, including the State of New York; (b) Borrower and each other Loan Party has the right, power and capacity and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and the Other Agreements to which it has all Governmental Approvals necessary for is a party; (c) each of the fictitious names, if any, used by Borrower in the United States during the five (5) year period preceding the date of this Agreement is set forth on Exhibit D, attached hereto and none of such fictitious --------- names are registered trademarks or tradenames with the U.S. Patent and Trademark Office; (d) the execution, delivery and/or performance by Borrower of this Agreement and the Other Agreements shall not, by the lapse of time, the giving of notice or otherwise, constitute a violation of any applicable law or a breach of any provision contained in Borrower's Articles of Incorporation or By-Laws, or contained in any agreement, instrument or document to which Borrower is now or hereafter a party or by which it is or may become bound, or result in or require the creation of any lien, security interest, charge or other encumbrance upon or with respect to perform its obligations under any now-owned or hereafter arising or acquired properties of Borrower; (e) this AgreementAgreement and the Other Agreements are and will be the legal, valid and binding agreements of Borrower enforceable in accordance with their terms, except for as enforcement thereof may be subject to the effect of applicable Bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (f) Borrower has and at all times hereafter shall have good, indefeasible and merchantable title to and ownership of the Execution Date Collateral, free and clear of all liens, claims, security interests and encumbrances, except the Permitted Liens; (g) Borrower owns no United States and foreign patents, trademarks, tradenames, service marks, copyrights, and has made no applications therefor; (h) Borrower possesses adequate assets, licenses, patents, copyrights, trademarks and tradenames to continue to conduct its business as previously conducted prior to the date hereof; (i) CPUC Approval Borrower is now, and at all times hereafter shall be, solvent and generally paying its debts as they mature and Borrower now owns, and shall at all times hereafter own, property which, at a fair valuation, is greater than the sum of its debts; (j) Borrower now has, and shall have at all times hereafter, capital sufficient to carry on its business and transactions and all businesses and transactions in which it is about to engage; (k) there are no actions or proceedings which are pending or threatened against Borrower, or to the best of Borrower's knowledge, any Loan Party which might result in any material adverse change in its financial condition or materially affect Borrower's or such other Person's assets or the Collateral or Borrower's or such other Loan Party's ability to fully pay or perform the Secured Obligations; (l) Borrower is not a party to any contract or agreement or subject to any charge, restriction, judgment, decree or order materially and adversely affecting its business, property, assets, operations or condition, financial or otherwise; (m) Neither Borrower nor any ICON Subsidiary nor any Affiliate of Borrower or any ICON Subsidiary is in violation of any applicable statute, regulation or ordinance of the United States of America, of any state, city, town, municipality, county or of any other jurisdiction, or of any agency thereof, (including, but not limited to any Environmental Law or any Securities Law) in any respect which might materially and adversely affect its business, property, assets, operations or condition, financial or otherwise; (n) Borrower and each ICON Subsidiary has filed or caused to be filed all tax returns which are required to be filed; (o) Borrower and each ICON Subsidiary has paid all Charges shown to be due and payable on said returns or on any assessments made against it or any of its property, and all other Charges imposed on it or any of its properties by any governmental authority; (p) ICON (UK) is a wholly-owned subsidiary of Borrower, does not and at no time during the term hereof shall have any assets with a value in excess of $5,000, and has not heretofore and will not engage in any business activity. (q) Except as disclosed in the case Financials heretofore delivered by Borrower to Lender and as set forth on Exhibit E, Borrower has no Indebtedness (except --------- for Indebtedness arising in the ordinary course of Buyerits business since the dates reflected in the Financials), has not guaranteed (other than as a result of the endorsement of any instrument or items of payment for deposit or collection in the ordinary course of business or as otherwise expressly permitted pursuant to the terms hereof) the obligations of any Person, and there are no actions or proceedings which are pending or, to the best of Borrower's knowledge, threatened against Borrower which, in any of the foregoing cases, are reasonably likely to result in any material adverse change in its financial condition or materially adversely affect its assets or the Collateral or its ability to fully perform and satisfy Borrower's Liabilities hereunder; (iir) Neither Borrower nor any ICON Subsidiary is in default with respect to any indenture, loan agreement, mortgage, deed or other similar agreement relating to the borrowing of monies to which it is a party, by which it is bound; (s) the most recent Financials fairly and accurately present the assets, liabilities and financial conditions and results of operations of Borrower and such other Persons, if any, described therein as of and for the periods ending on such dates set forth therein and have been prepared in accordance with GAAP and such principles have been applied on a basis consistently followed in all Governmental Approvals necessary to constructmaterial respects throughout the periods involved; (t) there has been no material adverse change (as determined by Lender, operate and maintain the Project and related interconnection facilities in Lender's sole discretion) in the case assets, liabilities or financial condition of Seller; Borrower since the date of the most recent Financials; (u) the execution, delivery and performance by Borrower of this Agreement and the Other Agreements will not, except to the extent caused by independent actions of Lender, impose on or subject Lender to any liability, whether fixed or contingent, in respect of any Environmental Law or Securities Law relating to the operation of Borrower's business; (v) Borrower is within its powersnow, have been duly authorized by and at all necessary action times during the term or any renewal term hereof Borrower shall be, in compliance with the Worker's Adjustment and do Retraining Notification Act; (w) Borrower's execution and delivery of this Agreement and the Other Agreements does not directly or indirectly violate or result in a violation of any Securities Laws or Regulations U, G, T and X of the Board of Governors of the Federal Reserve System (12 CFR 221, 207, 220 and 224, respectively), and Borrower does not own or intend to purchase or carry any "margin security", as defined in such Regulations; (x) Attached hereto as Exhibit F is a true, accurate and complete schedule --------- of all corporations, partnerships, joint venturers, trusts, limited liability company, unincorporated organization, association or associate in which Borrower has an equity interest. (y) Lender's exercise of any of the terms and conditions rights or remedies described in its governing documentsArticle 8 of this Agreement or in any of the Other Agreements shall not constitute a breach of any provision contained in any agreement, instrument or document concerning the assignment or license of, or the payment of royalties for, any contracts to which it patents, patent rights, tradenames, trademarks, trade secrets, know-how, copyrights or any other form of intellectual property now or at any time or times hereafter protected as such by any applicable law; and (z) attached hereto as Exhibit I is a true, accurate and complete list of --------- the fifty largest lessees of equipment from Affiliates of Borrower (based upon annual rental paid). No such lessee is in default under the terms of any lease with any Affiliate of Borrower. (aa) Borrower is not a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending lease of real property, either as lessor or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementlessee.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Pledgor represents and warrants to each Secured Party, the other Party UST, the FRBNY and the Rights Holder that: it : (a) Such Pledgor is (i) duly organized, validly existing and in good standing under the Laws laws of the jurisdiction identified as its jurisdiction of its formation; it organization in Schedule 1, (ii) has all Governmental Approvals necessary for it requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to result in a Material Adverse Effect, and (iv) has the power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date Agreement and each other agreement contemplated hereby to which it is or will be a party. (ib) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the The execution, delivery and performance by such Pledgor of this Agreement is within its powers, and each other Loan Document executed and delivered by such Pledgor on the Effective Date have been duly authorized by all necessary requisite corporate and, if required, stockholder action and do will not (i) violate (A) any provision of law, statute, rule or regulation, or of the terms and conditions in its governing documentscertificate or articles of incorporation or other constitutive documents or by-laws of such Pledgor, (B) any contracts order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which it such Pledgor is a party or by which any applicable Law; this of them or any of their property is or may be bound, except, with respect to clauses (A), (B) and (C), where such violation would not reasonably be expected to result in a Material Adverse Effect, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument, except where such conflict, breach, default or right would not reasonably be expected to result in a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any of the Collateral, whether now owned or hereafter acquired (except a Transaction Lien). (c) This Agreement and each other document has been duly executed and delivered in accordance with this Agreement by such Pledgor and constitutes a legally legal, valid and binding obligation of such Pledgor enforceable against it such Pledgor in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (ii) general principles of equity. (d) Schedule 2 lists all Collateral of the type described in Section 3(a) clauses (i) and (ii) (or in the case of the AIA SPV and the ALICO SPV, in their respective capacities as Guarantors, all Securities) owned by such Pledgor as of the Effective Date, and all Equity Interests of the AIA SPV and the ALICO SPV owned by the Borrower as of the Effective Date. Except as set forth on Schedule 2, such Pledgor holds all such Collateral directly (i.e., not through a Subsidiary, a Securities Intermediary, Depository Trust Company or any other Person). (e) All Collateral owned by such Pledgor is owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) Permitted Liens. All shares of capital stock included in its Pledged Equity Interests (including shares of capital stock in respect of which such Pledgor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in the Star-Edison Purchase Agreement, none of such Pledged Equity Interests is subject to any Equitable Defenses; it option to purchase or similar right of any Person. Such Pledgor is not Bankrupt and there are will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect to such Pledged Equity Interest. (f) Such Pledgor has not performed any acts that might prevent either Secured Party from enforcing any of the provisions of the Security Documents or that would limit either Secured Party in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Pledgor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens and other than those that name the FRBNY as secured party with respect to the FRBNY Credit Facility. On the Effective Date, all Collateral consisting of certificated securities or instruments owned by such Pledgor and required to be delivered to the Secured Parties will have been delivered to the Collateral Custodian in accordance with the delivery instructions provided to the Pledgor by the Collateral Custodian free and clear of the claims of any other Person or security interest therein, other than the Secured Parties or any other Permitted Lien and no proceedings pending Pledged Investment Property owned by such Pledgor will be under the Control of any other Person having a claim thereto or being a security interest therein other than a Permitted Lien. (g) Immediately after giving effect to the transactions contemplated by it this Agreement and the other Transaction Documents, (ii) AIG and the Subsidiaries, on a consolidated basis, are Solvent and (ii) the Guarantors, on a consolidated basis, are Solvent. (h) The Transaction Liens on all Collateral owned by such Pledgor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Pledgor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, subject to its knowledgeSection 3(d), threatened against it which would result in it being will secure all the Secured Obligations or becoming Bankrupt; except such Pledgor’s Secured Guarantee, as the case may be be. (i) The information set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and Schedule 1 as to whether this Agreement such Pledgor is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations correct and complete as of the other Party Effective Date. (j) When UCC financing statements describing the Collateral as set forth in so doing, and is capable Section 3 hereof have been filed in the central UCC filing offices of assessing the merits of and understanding, and understands and acceptsjurisdictions specified in Schedule 1, the termsTransaction Liens will constitute perfected security interests in the Collateral owned by such Pledgor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, conditions prior to all Liens and risks rights of this Agreement; and it has entered into this Agreement in connection with others therein except Permitted Liens. Except for the conduct filing of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.such (i) UCC financing statements, (ii) Intellectual Property Filings,

General Representations and Warranties. On of the Execution Date and the CP Satisfaction Date, each Party Lessor ---------------------------------------------------- The Lessor represents and warrants to the other Party that: it Concurrent Lessee, and acknowledges that the Concurrent Lessee is duly organized, validly existing relying upon such representations and warranties in consummating the transactions contemplated hereby and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreemententering into each Concurrent Lease hereunder, except for that, as of the Execution Closing Date and as of each Lease Date: (i1) CPUC Approval the Lessor is a corporation validly existing under the laws of its jurisdiction of incorporation and is duly qualified to do business in every jurisdiction where failure to be so qualified would materially adversely affect the case collectibility of Buyer, and the Designated Eligible Leases or the Lease Entitlements or the enforcement of the Related Rights; (ii2) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance by the Lessor of this Agreement is Agreement, any Concurrent Lease Request and the other documents delivered by it hereunder, and the transactions contemplated hereby and thereby, are within its corporate powers, have been duly authorized by all necessary action corporate action, do not contravene: (1) its constating documents or by-laws; (2) any law, rule or regulation applicable to it; (3) any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding upon it or affecting its property which is of a material nature; or (4) any order, writ, judgment, award, injunction or decree binding on it or affecting its property which is of a material nature; and do not violate result in or require the creation of any Adverse Claim upon or with respect to any of the terms its properties other than with respect hereto; (3) no authorization, approval or other action by, and conditions in its governing documentsno notice to or filing with, any contracts governmental authority or regulatory body is required for the due execution, delivery and performance by the Lessor of this Agreement, or the other documents delivered by it hereunder, except for such notices or filings that are required to reflect the Concurrent Lessee's interest in the Equipment which it is the subject of a party or any applicable Law; Designed Eligible Lease and concurrently leased hereunder and in all other Lease Entitlements and Related Rights relating thereto; (4) this Agreement Agreement, each Concurrent Lease Request and each all other document documents delivered by the Lessee hereunder have been duly executed and delivered in accordance with by the Lessee or on its behalf; (5) this Agreement constitutes a legally Agreement, each Concurrent Lease Request and the other documents to be delivered hereunder constitute legal, valid and binding obligation obligations of the Lessee enforceable against it in accordance with its termstheir terms (assuming due and valid authorization, execution and delivery thereof by the other parties thereto) subject to applicable bankruptcy, insolvency, reorganization, winding-up, moratorium, arrangement or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); (6) the consolidated balance sheet of the Lessor as at September 30, 1998 and the related statements of income and retained earnings for the fiscal year then ended, copies of which have been furnished to the Concurrent Lessee together with a certificate of a senior financial officer of the Performance Guarantor certifying the accuracy of such statements, fairly present in all material respects consolidated financial position of the Lessor as at such date and the consolidated results of the operations of the Lessor for the period ended on such date, all in accordance with generally accepted accounting principles; and since September 30, 1998 there has been no material adverse change in any Equitable Defensessuch financial position or operations; (7) the consolidated balance sheet of the Lessor as at March 31, 1999 and the related statements of income and retained earnings for the fiscal quarter then ended, copies of which have been furnished to the Concurrent Lessee together with a certificate of a senior financial officer of the Performance Guarantor certifying the accuracy of such statements, fairly present in all material respects the financial position of the Lessor as at such date and the results of the operations of the Lessor for the period ended on such date, all in accordance with generally accepted accounting principles; it and since March 31, 1999 there has been no material adverse change in such financial position or operations; (8) all filings, recordings, registrations or other actions required under this Agreement have been made or taken as referred to in Article 4 in each jurisdiction necessary or appropriate to validate, preserve, perfect or protect the interests of the Concurrent Lessee under the Concurrent Leases and the Equipment subject to the Concurrent Leases and the ownership interests of the Concurrent Lessee in, and the rights of the Concurrent Lessee to collect, any and all of the Lease Entitlements, including the right to enforce the Related Rights with respect to the Designated Eligible Leases and the Equipment; (9) there is no fact known to the Lessor (other than matters of a general economic nature) that materially adversely affects (i) the business, operations, property, assets or condition (financial or otherwise) of the Lessor or its Subsidiaries, taken as a whole, or (ii) the Lessor, the Designated Eligible Leases, the Equipment or the Lease Entitlements, that has not Bankrupt been disclosed herein or in other documents, certificates and written statements furnished to the Concurrent Lessee or its advisors, the Credit Enhancer or the Rating Agency for use in connection with the evaluation and entering into of the transactions contemplated hereby; (10) as of the date hereof, the chief executive office and the chief place of business of the Lessor is located at #▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and the books, records, documents and Designated Eligible Leases in which the Lessor has any interest and other printed information (excluding policies or certificates of insurance) evidencing or relating to the Designated Eligible Leases, the Lessees, the Equipment and the Lease Entitlements are located at the offices of the Lessor shown in Schedule B; (11) there are no proceedings pending actions, suits or being contemplated by it orproceedings, to its knowledgeof which the Lessor has not advised the Concurrent Lessee in writing, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with affecting the SEC, there is not pending or, to its knowledge, threatened against it Lessor or any of its Affiliates or any legal proceedings that could of their respective property before any court, governmental body or arbitrator (nor to its knowledge, any such actions pending or threatened) which may materially adversely affect the financial condition of the Lessor or its ability to perform its obligations hereunder or under this Agreement; no Event of Default the other documents delivered by it hereunder and the Lessor is not in default with respect to any order of any court, governmental body or arbitrator which materially adversely affects the Lessor's ability to perform its obligations hereunder or thereunder; (12) no event of default has occurred and is outstanding under any agreement or instrument referred to in section 5.2(b)(iii) which would entitle the creditor, secured party or lessor thereunder, without the requirement of having to give any further notice or that a further specified period of time shall have elapsed, to accelerate the payment by the Lessor of a material amount; (13) all taxes, including, without limitation, sales, social services and goods and services taxes relating to each Designated Eligible Lease are the obligation of the Lessee thereunder; (14) each Designated Eligible Lease and the Equipment leased thereunder is and will at all times be owned by the Lessor free and clear of any Adverse Claims and no effective financing statements or other instrument similar in effect covering any Designated Eligible Lease, the Equipment leased thereunder or the Lease Entitlements and Related Rights relating thereto is or will at any time be on file in any recording office except such as may be filed in favour of the Concurrent Lessee in accordance with this Agreement, or in respect of which the secured party thereunder has acknowledged that it claims no security interest or subordinates its security interest in the Designated Eligible Leases, the Equipment leased thereunder and the Lease Entitlements and Related Rights relating thereto. (15) each Lease set out on a Concurrent Lease Request is an Eligible Lease, and has been registered or recorded, or a financing statement in respect thereof has been registered, in accordance with the requirements of the Credit and Collections Policy; (16) no Portfolio Report (if prepared by the Lessor, or to the extent that information contained therein is supplied by the Lessor), Concurrent Lease Request, information, exhibit, financial statement, document, book, record or report furnished or to be furnished by the Lessor to the Concurrent Lessee, the Credit Enhancer or the Rating Agency in connection with this Agreement is or will be inaccurate in any material respect as of the date it is or will be dated or (except as otherwise disclosed to the receiving party at such time) as of the date so furnished, or contains or will contain any material misstatement of fact or omits or will omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading; (17) the Lessor is not a bankrupt, an insolvent person, in insolvent circumstances or on the eve of or in contemplation of insolvency or unable to meet its engagements or obligations, as applicable, within the meaning of the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), the Assignment and Preferences Act (Ontario) and the Fraudulent Conveyances Act (Ontario) (the "Insolvency Statutes"); (18) the Lessor will not become an insolvent person or be put in insolvent circumstances or become unable to meet its engagements or obligations, as applicable, within the meaning of any of the Insolvency Statutes by entering into, or immediately after completion of the transactions contemplated by, this Agreement; (19) the Lessor has as of the date hereof fully complied with all of its obligations under each Designated Eligible Lease and all other agreements, including relevant maintenance contracts, entered into by the Lessor in connection therewith; (20) information technology issues arising or which may arise from matters related to the year 2000 and related risks will not have a material adverse effect on the business or operations of the Lessor or on the collectibility or enforceability of the Lease Entitlements or the ability of the Lessor to collect Lease Entitlements or the ability of the Lessor, IKON Capital or the Performance Guarantor to perform its obligations hereunder; (21) the Lessor is not a non-resident as defined under the Income Tax Act (Canada); (22) the Lessor has treated and will continue to treat the Designated Eligible Leases for income tax purposes as leases, and not sales, and has prepared and filed and will continue to prepare and file its tax returns under the Income Tax Act (Canada) and any applicable corresponding provincial legislation with respect to income tax in a manner consistent with the foregoing treatment; (23) the Lessor has delivered to the Concurrent Lessee true copies of all forms of lease agreements now used by the Lessor in connection with the entering into of a lease for Equipment; (24) no event has occurred and is continuing and no such event condition exists which constitutes a Trigger Event or circumstance would occur as a result Termination Event: (25) transactions contemplated herein do not require compliance with the Bulk Sales Act (Ontario) or any similar legislation of its entering into any other jurisdiction; (26) the microfiche or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement other records and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations materials containing particulars of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and acceptsLessees, the terms, conditions Equipment and risks of this Agreementthe Lease Entitlements made available to the Concurrent Lessee from time to time will be true and correct in all material respects; and it has entered into this Agreement in connection with and (27) the conduct of its business and it has the capacity or the ability to make or take delivery computer records of the Product as provided in this AgreementLessor which contain particulars of the Designated Eligible Leases will contain notations, marks or other designations sufficient to identify that the Equipment subject to such leases have been leased by the Lessor to the Concurrent Lessee hereunder.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Indemnitor represents and -------------------------------------- warrants to that: (a) if the other Party that: it Indemnitor is duly organizeda corporation, validly existing and in good standing under the Laws of the jurisdiction of its formation; partnership or limited liability company, (i) it has all Governmental Approvals necessary for it the full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Sellerhereunder; the execution, delivery and performance of this Agreement is within its powers, have by the Indemnitor has been duly and validly authorized by all necessary requisite organizational action and do not violate any (ii) this Agreement is in the ordinary course of business of the terms Indemnitor and conditions will not result in its the breach of any term of provision of the charter, by-laws, partnership or trust agreement, articles of organization, operating agreement or other governing documentsinstrument of the Indemnitor. (b) if the Indemnitor is an individual, any contracts he/she is acting in an individual capacity and has full power and authority to which it is a party or any applicable Law; make this Agreement valid and each other document executed and delivered binding upon the Indemnitor, enforceable in accordance with its terms. (c) compliance with this Agreement will not result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of, any obligation under any agreement, indenture or loan or credit agreement or other instrument to which the Indemnitor or the Premises is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Indemnitor or the Premises is subject. (d) there is no action, suit, proceeding or investigation pending or to the Indemnitor's knowledge threatened against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business of the Indemnitor which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of the Indemnitor described herein, or which would be likely to impair materially the ability of the Indemnitor to perform under the terms of this Agreement. (e) no approval, authorization, order, license or consent of, or registration of filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Agreement; and (f) this Agreement constitutes a legally valid valid, legal and binding obligation of the Indemnitor, enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementterms hereof.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party ‌ The Borrower represents and warrants to the other Party Bank that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; : (a) it has all Governmental Approvals necessary for it the power to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, Contract and (ii) all Governmental Approvals necessary actions have been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (b) this Agreement is within Contract constitutes its powerslegally valid, have been duly authorized by all necessary action binding and enforceable obligations; (c) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not violate and will not: (i) contravene or conflict with any of the terms and conditions in its governing documentsapplicable law, statute, rule or regulation, or any contracts judgement, decree or permit to which it is a party subject or any applicable Law; this Agreement and each restrictions on the incurring of indebtedness to which the Borrower is subject; (ii) contravene or conflict with any agreement or other document executed and delivered in accordance with this Agreement constitutes a legally valid and instrument binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against upon it which would result in it being or becoming Bankrupt; except as may might reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under this Agreement; Contract; (iii) contravene or conflict with any provision of its constitutional laws; (d) there has been no Material Adverse Change since 27 October 2015; (e) no event or circumstance which constitutes an Event of Default with respect to it has occurred and is continuing unremedied or unwaived; (f) no litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against it any unsatisfied judgement or award; (g) it has obtained all necessary Authorisations in connection with this Contract and no in order to lawfully comply with its obligations hereunder, and the Project and all such event or circumstance would occur as a result of Authorisations are in full force and effect and admissible in evidence; (h) its entering into or performing its payment obligations under this Agreement; Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to companies generally; (i) it is acting for its own accountnot (and will not, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon after the advice or recommendations disbursement of the Loan, be) in breach of any restrictions applicable to it, on the incurring of financial indebtedness; (j) the Project falls within the scope of the Framework Agreement; (k) it is in compliance with all undertakings under this section 6; (l) to the best of its knowledge, no funds invested in a Sub-Project by the Borrower, an Intermediary or a Final Beneficiary are of illicit origin, including products of Money Laundering or linked to the Financing of Terrorism; (m) neither the Borrower nor any other Party person acting on its behalf or under its control has committed or will commit: (i) any Prohibited Conduct in so doingconnection with the Project or any transaction contemplated by the Contract; or (ii) any illegal activity related to the Financing of Terrorism or Money Laundering; (n) the Project (including without limitation, the negotiation, award and is capable performance of assessing contracts financed or to be financed by the merits Loan) has not involved or given rise to any Prohibited Conduct; (o) its payment obligations under this Contract do not fall within the scope of and understanding, and understands and accepts, the Debt Operation; and (p) it shall comply with the terms, conditions and risks requirements set out in any Side-Letter. The representations and warranties set out above shall survive the execution of this Agreement; Contract and it has entered into this Agreement in connection are, with the conduct of its business and it has the capacity or the ability to make or take delivery exception of the Product as provided representation set out in this Agreementparagraph (d) above, deemed repeated on each Disbursement Acceptance, Disbursement Date and on each Payment Date.

General Representations and Warranties. On We represent and warrant that: 3.1 where we are subscribing for the Execution Date Shares from outside Singapore, the Fund Documents were provided to us by the Manager and/or the Fund solely in response to our unsolicited enquiry or application, and we are entering into this Subscription Agreement solely out of our own initiative, and not in response to any advertisement or solicitation by the CP Satisfaction DateManager and/or the Fund; 3.2 the acquisition, each Party represents holding and warrants disposition by us of any investment in the Fund and that the offer to subscribe for the Shares has not been offered or promoted to us in violation of any securities laws applicable to us; 3.3 we are and we will acquire the Shares as principal for investment purposes only, and not with a view to or for the re-sale, distribution or fractionalisation of the Shares, in whole or in part; 3.4 we are in compliance with all regulatory and legal requirements applicable to us to hold any Shares to which we may become entitled pursuant to this Subscription Agreement; 3.5 we are an Eligible Investor as defined in the Private Placement Memorandum and that we are not acting on behalf of or for the benefit of nor do we intend to transfer any Shares which we may subscribe for or purchase to any person who is not an Eligible Investor. We agree to notify the Fund immediately in the event that we become aware that we or any person for whom we hold the Shares has ceased to be an Eligible Investor or if any of the representations, declarations or statements contained herein are no longer accurate and complete in all respects. We acknowledge and understand that in such event any or all of such Shares held by us may be compulsorily redeemed by the Fund; 3.6 we have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits of our investment in the Fund; 3.7 we have been given the opportunity of asking questions of, and have received answers from, the Fund and/or the Manager relating to the other Party that: it is duly organizedbusiness to be conducted by the Fund, validly existing the financial condition and in good standing under the Laws capital of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this AgreementFund, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions of the offering and other matters relating to an investment in its governing documentsthe Fund, and we have evaluated the merits and risks of an investment in the Fund; 3.8 we have read carefully, fully considered, and are subscribing for the Shares in reliance on the information contained in the Fund Documents and, save as may be otherwise agreed in writing, have not relied on any other oral or written statement relating to or connected with the offering of Shares by the Fund, the Manager or any placing agent or any partner, officer, director, employee, shareholder or affiliate of any of them; and further that we are not subscribing for Shares as a result of, or pursuant to (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any Internet site whose information about the Fund is not password protected) or broadcast over television or radio, or (ii) any seminar or meeting whose attendees, including us, had been invited as a result of, or pursuant to, any contracts of the foregoing; 3.9 we have the financial ability to bear the economic risk of our investment in the Fund, have adequate means for providing for our current needs and possible contingencies and have no need for liquidity with respect to our investment in the Fund. We understand that our Shares cannot be redeemed or transferred except as expressly provided in the Fund Documents; 3.10 we are aware that an investment in the Fund involves substantial risk, we have determined that the Shares are a suitable investment for us to make and hold and that, at the date of this Subscription Agreement, we are able to bear the complete loss of our investment in the Fund and in particular, we understand that an investment in the Fund is only suitable for investors who understand the risks involved in acquiring such an investment, including but not limited to the risks set out in the section entitled "Risk Factors" in the Private Placement Memorandum and the section entitled "Specific Risk Factors" in the Supplement. We acknowledge that there can be no assurance that targeted returns will be achieved, that the Fund will achieve comparable results to those projected, that the Fund will not incur losses or that the Fund will be able to implement its investment strategy or achieve its investment objectives; 3.11 we have relied exclusively on the advice of, or have only consulted with, our own professional advisers relating to the tax, legal, currency and other economic considerations relating to our investment in the Fund. We confirm neither the Fund nor the Manager has provided, nor will they provide any legal and/or tax advice whatsoever, including but not limited to any structure or contract; 3.12 the monies used to fund the investment in the Shares are (i) not derived, directly or indirectly, from illegal or illegitimate activities, including but not limited to narcotics trafficking, or activities that would violate any anti-money laundering laws or regulations or any other activities that would be in contravention of the Singapore AML/CFT Requirements; (ii) in no manner related to and will not be in any manner related to any "politically exposed person"; and (iii) from legitimate sources in connection with our regular business activities and which do not constitute the proceeds of criminal conduct or criminal property; 3.13 we are not named on a list of prohibited countries, territories, entities and individuals maintained by OFAC or under the European Union ("EU") and United Kingdom ("UK") Regulations, and is not operationally based or domiciled in a country or territory in relation to which it is current sanctions have been issued by the United Nations, EU or UK; and 3.14 we acknowledge and agree that we are responsible for our own tax affairs, that all of our tax obligations will be met with the applicable competent authorities and, to the best of our knowledge, we have not committed or been convicted of any serious tax crimes; 3.15 if we are a party corporation, partnership, limited liability company, trust or any applicable Law; other entity, we are duly authorised and qualified to become a Shareholder in, and authorised to subscribe for Shares in, the Fund and the individual or individuals signing this Subscription Agreement and each other document executed giving the representations, warranties, acknowledgments and delivered confirmations contained in this Subscription Agreement, as the case may be, on our behalf has been duly authorised to do so and our application, subject to and in accordance with this Subscription Agreement constitutes a legally and the Fund Documents, to subscribe for the Shares is, and on acceptance by the Fund will be, our legal, valid and binding obligation obligations, enforceable (subject to the court’s discretion) against it us in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the their respective terms, conditions and risks provisions; 3.16 where we are subscribing for Shares as a nominee, agent or trustee for other person(s), we are duly authorised and qualified to give the representations, warranties, acknowledgments and confirmations contained in this Subscription Agreement on behalf of each of the beneficial holders; 3.17 the execution and delivery of this Subscription Agreement; , our acquisition of Shares and it has entered into this Agreement the consummation of any consequential transactions will not conflict with, or result in any violation of or default under any agreement or other instrument to which we are a party or by which we or any of our properties are bound, or any permit, franchise, judgment, decree, statute, rule or regulation applicable to us or our properties; 3.18 any information that we have furnished and/or may furnish in connection with this Subscription Agreement to the conduct Fund and the Manager (on behalf of its business the Fund), is true, correct and it has complete in all material respects as of the capacity date of the execution by us of this Subscription Agreement, and if there is any change in that information prior to our admission to the Fund as a Shareholder, we will immediately notify the Fund and/or the Manager in writing of that fact; 3.19 we shall at all times keep confidential and not, directly or indirectly, disclose, furnish, copy or make accessible to anyone, or use in any manner that would be adverse to the interests of the VCC, the Fund or the ability Manager, any confidential or proprietary information relating to make the business or take delivery assets of the Product as provided VCC, the Fund or the Manager to which we have been or shall become privy, except:‌ (a) with the prior written approval of the Directors and the Manager; (b) where and only to the extent such information is otherwise publicly available (other than information made publicly available by us relying on this exemption in disclosing such information in breach of this Agreementparagraph 3.19); or (c) where and only to the extent required to be disclosed by law. Before any disclosure of any such information on the grounds that such disclosure is required by law, we shall so inform the VCC and the Manager and shall give the VCC and the Manager, to the greatest extent reasonably practicable, an opportunity to contest whether such information is required by law to be disclosed.

General Representations and Warranties. On Each of the Execution Date and the CP Satisfaction Date, each Party Partners -------------------------------------- represents and warrants to the other Party that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date date hereof, as follows: (ia) CPUC Approval That it is a duly formed and validly existing corporation or limited partnerships as the case may be, under the laws of the state of its incorporation or formation, and that it is or will be duly qualified to operate as a foreign corporation or limited partnership, as the case may be, in all states requiring such qualification in order to own its assets and properties and to carry on its business in the case jurisdictions where it owns or leases or will own or lease such assets or properties or carries on or will carry on such business, except where the failure so to qualify would not have a material adverse effect on the results of Buyer, and operations or financial condition of the Partnership. (iib) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the The execution, delivery and performance by it of this Agreement is within its powers, (i) have been duly authorized by all necessary action and corporate or partnership action, as the case may be, (ii) do not violate contravene any material provision of the terms and conditions in its governing documentsany material indenture, any contracts agreement or other instrument to which it is a party party, or by which it or any applicable Law; this of its properties is bound, and (iii) do not and will not conflict with, result in a breach of or constitute (with notice or lapse of time or both), a default under any such indenture, agreement or other instrument. (c) This Agreement and each other document has been duly authorized, executed and delivered in accordance with this Agreement by it and constitutes a legally the legal, valid and binding obligation enforceable against of it, except insofar as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by moratorium laws from time to time in effect or general equitable principles. (d) The execution, delivery and performance by it of this Agreement do not violate any provision of any Governmental Requirement or award presently in accordance with its termseffect having applicability to the Partnership or to it, subject to any Equitable Defenses; it is except those the violation of which would not Bankrupt and there have a material adverse effect on the Partnership or on it. (e) There are no actions, suits or proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it in any court or by or before any Governmental Authority, or any arbitrator, in which there is a reasonable possibility of its Affiliates any legal proceedings that an adverse decision which could materially and adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; ; (ii) it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (iA) CPUC Approval in the case of Buyer, and (iiB) all Governmental Approvals permits necessary to constructinstall, operate and maintain the Project and related interconnection facilities in the case of Seller; , and (C) any appropriate Exempt Wholesale Generator filing, Qualifying Facility filing, CEC Certification and Verification and cancellation of Farmland Security Zone Approval in the case of Seller; (iii) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws applicable Law; to it; (iv) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates Affiliates, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; (vii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; (viii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and (ix) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On As an inducement to the Execution Date and the CP Satisfaction Dateother parties hereto to enter into this Agreement, each Party party hereto hereby represents and warrants to the other Party that: it parties hereto the following: a. Such party (if such party is duly organized, not an individual) is validly existing and (where such concept is applicable) in good standing under the Laws of the its jurisdiction of its formation; it organization and has all Governmental Approvals necessary for it requisite corporate or other business entity power and authority to conduct its business as currently conducted, except where the failure to be in good standing or to have such power and authority would not materially impair such party’s ability to consummate the transactions contemplated hereby or comply with the terms and provisions hereof applicable to such party. b. Such party has requisite power and authority (and, in the case of a party that is an individual, the requisite capacity) to execute and deliver this Agreement, to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyerhereunder, and (ii) all Governmental Approvals necessary to construct, operate and maintain consummate the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this transactions contemplated hereby. This Agreement is within its powers, have has been duly authorized by all necessary action and do not violate any of the terms duly and conditions in its governing documents, any contracts to which it is a party or any applicable Law; this Agreement and each other document validly executed and delivered in accordance with this Agreement by such party and (assuming due authorization, execution and delivery by the other parties hereto) constitutes a legally legal, valid and binding obligation obligations of such party, enforceable against it each such party in accordance with its terms, subject except as enforceability may be limited by the Enforceability Limitations. c. Neither the execution and delivery of this Agreement by such party nor the consummation by such party of the transactions contemplated hereby nor compliance by such party with any of the terms or provisions hereof applicable to any Equitable Defenses; it such party will (i) if such party is not Bankrupt and there are no proceedings pending an individual, violate any provision of such party’s constituent documents or being contemplated by it or, (ii) (A) violate any Law applicable to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it such party or any of its Affiliates respective assets or (B) violate, conflict with, result in a breach of any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event provision of, constitute a default (or an event which, with notice or lapse of Default with respect to it has occurred and is continuing and no such event time, or circumstance both, would occur as constitute a default) under, result in the termination or cancellation of, or result in the creation of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based any Lien upon its own judgment, is not relying upon the advice or recommendations any of the other Party in so doing, and is capable assets of assessing the merits such party under any of and understanding, and understands and accepts, the terms, conditions or provisions of any Contract to which such party is a party, or by which their or any of its assets may be bound, except, in the case of clause (ii) where such violation conflict, breach, default, termination, cancellation or Lien (as applicable) would not materially impair such party’s ability to consummate the transactions contemplated hereby or to comply with the terms and risks provisions hereof applicable to such party. d. No consents or approvals of this Agreement; and it has entered into this Agreement or filings or registrations with any Governmental Authority, or of or with any third party, are necessary in connection with the conduct execution and delivery by such party of its business and it has the capacity this Agreement or the ability to make or take delivery consummation by such party of the Product as provided in this Agreementtransactions contemplated hereby and compliance by such party with any of the provisions hereof applicable to such party.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Borrower represents and warrants to the other Party Bank that: : (a) it and each of its Subsidiaries is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and it has power to carry on its business as it is duly organized, validly existing now being conducted and in good standing under the Laws to own its property and other assets; (b) it is not a U.S Person and none of the jurisdiction of its formation; payments made by the Borrower under this Contract could be deemed to constitute U.S. Source Withholdable Payments, as such terms are defined under FATCA; (c) it has all Governmental Approvals necessary for it the power to execute, deliver and perform its obligations under this AgreementContract and all necessary corporate, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, shareholder and (ii) all Governmental Approvals necessary other action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (d) no Authorisations are required for the due execution, delivery or performance by the Borrower of this Agreement is within its powersContract, or the validity, enforceability or admissibility in evidence thereof, except for such Authorisations as have been duly authorized obtained and are in full force and effect and admissible in evidence (including no objection having been raised by all necessary action OFGEM in relation to this Contract), and there has been no default in the observance of the conditions or restrictions (if any) imposed in, or in connection with, any such Authorisations (it being understood that the representations and warranties in this Article 6.15(d) do not violate any refer to Authorisations required for the carrying out of the terms Project, in respect of which the representations and warranties in Article 6.15(e) shall apply); (e) no material Authorisations are required for the carrying on of the business of the Borrower or of any other member of the Group as it is carried on or is contemplated to be carried on, or for the carrying out of the Project, except for such Authorisations that are not required at the time this representation is made or repeated or as have been duly obtained and are in full force and effect and admissible in evidence, and there has been no default in the observance of the conditions or restrictions (if any) imposed in, or in its governing documentsconnection with, any contracts such Authorisations; (f) this Contract constitutes its legally valid, binding and enforceable obligations; (g) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract and the transactions contemplated in this Contract do not and will not: (i) contravene or conflict with any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is a party subject or the Licence; (ii) contravene or conflict with any material agreement or other instrument binding upon it or any applicable Lawof its Subsidiaries; (iii) contravene or conflict with any provision of its or of its Subsidiaries' constitutional documents; or (iv) result in the imposition of increased financial charges or requirements as to security under any other contract or instrument to which the Borrower or any of its Subsidiaries is a party; (h) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement Contract, that it or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere; (i) under the laws of its jurisdiction of incorporation it is not necessary that any stamp, registration or similar tax be paid on or in relation to this Contract or the transactions contemplated in this Contract; (j) the choice of English law as the governing law of this Contract will be recognised and each other document executed enforced in its jurisdiction of incorporation and delivered any judgement obtained in England in relation to this Contract will be recognised and enforced in its jurisdiction of incorporation; (k) it is not required to make any deduction for or on account of Tax from any payment it may make under this Contract to the Bank; (l) the most recent consolidated management accounts of the Group and audited accounts of the Borrower have been prepared on a basis consistent with previous years in accordance with IFRS (consistently applied) and, in the case of its audited accounts, have been approved by the Borrower’s auditors as representing a true and fair view of the results of its operations for that year, they accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower at the time when such financial statements were produced and no material adverse change in the Borrower’s business or the financial conditon of the Group has occurred since the date of such accounts; (m) there has been no Borrower Material Adverse Change since the date of this Agreement Contract; (n) no Event of Default has occurred and is continuing unremedied or unwaived or might reasonably be expected to result from the disbursement of the Loan; (o) no other event or circumstance is outstanding which constitutes a legally valid and default under any other agreement or instrument which is binding obligation enforceable against on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which might reasonably be expected to result in accordance with its termsa Borrower Material Adverse Change; (p) no litigation, subject to any Equitable Defenses; it arbitration, administrative proceedings or investigation is not Bankrupt and there are no proceedings pending current or being contemplated by it or, to its knowledgeknowledge is threatened or pending before any court, threatened against it arbitral body or agency which would has resulted or if adversely determined is reasonably likely to result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SECa Borrower Material Adverse Change, nor is there is not pending or, to its knowledge, threatened subsisting against it or any of its Affiliates subsidiaries any legal proceedings that could materially adversely affect unsatisfied judgement or award with a value in aggregate in excess of GBP 2,000,000 (two million pounds sterling) or its ability equivalent in any other currency or currencies; (q) at the date of this Contract, no Security Interest exists over its assets or over those of the Group except for the Security Interests referred to perform in Article 7.02(c)(i) to (iv); (r) it is in compliance with Article 6.05(e) and no Environmental Claim in respect of the Project has been commenced or (to the best of its knowledge and belief) is threatened against any member of the Group; (s) the Borrower is not party to any arrangement containing a Cross Default Obligation; (t) there has been no application made by the Authority or the applicable Secretary of State for an Energy Administration Order under the Energy Act or any Enforcement Order under the Electricity Act in respect of the Borrower and no Energy Administration Order under the Energy Act or Enforcement Order under the Electricity Act has been made in respect of the Borrower; (u) any written factual information provided by any member of the Group to the Bank was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated; (v) its payment obligations under this AgreementContract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to companies generally; (w) except as specified in Article 7.04(b), the Borrower is not party to any Credit Facility that includes a More Favourable Provision; and (x) to the best of its knowledge, no Event funds invested in the Project by the Borrower or by another member of Default with respect the Group are unlawful in nature, insofar as they are neither the product of money laundering nor are linked to the financing of terrorism. The Borrower shall promptly inform the Bank if at any time it becomes aware of any such funds. The representations and warranties set out above shall survive the execution of this Contract and are, except for the representation and warranty in paragraph (q) above, deemed repeated on each Scheduled Disbursement Date, on the date on which any Disbursement Request is submitted and on each Payment Date, by reference to the facts and circumstances then prevailing. The Borrower acknowledges that it has occurred made the representations and is continuing and no such event or circumstance would occur as a result warranties contained in this Article 6.15 with the intention of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision inducing the Bank to enter into this Agreement Contract and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon that the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it Bank has entered into this Agreement Contract on the basis of, and in connection with the conduct full reliance on, each of its business such representations and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementwarranties.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Chargor represents and warrants to the other each Secured Party that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; : (a) it has all Governmental Approvals necessary for it the power to execute and to perform its obligations and liabilities under this Agreementthe Debt Documents; (b) it has taken all action necessary to authorise the execution of and the performance of its obligations and liabilities under the Debt Documents; (c) the execution and delivery of, except for as and the performance by it of its obligations under, the Execution Date Debt Documents: (i) CPUC Approval will not result in the case a breach of Buyer, and any provisions of its organisational documents (including its articles of association); (ii) all Governmental Approvals necessary to constructwill not result in a breach of, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documentsor constitute a default under, any contracts agreement or instrument to which it or by which it is bound; (iii) will not result in breach of any order, judgment or decree of any court or governmental agency to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; by which it is bound; and (d) it does not Bankrupt require the approval of any governmental, quasi-governmental or regulatory body, including any anti-trust authority or anti-trust approval or in respect of matters relating to merger control, foreign direct investment, anti-money laundering, foreign exchange controls and there are no proceedings pending any other requirements based on the identity, domicile, business or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with other characteristics of the SEC, there is not pending or, to its knowledge, threatened against it Secured Parties or any of its Affiliates any legal proceedings that could materially adversely affect Affiliates; (e) it is in compliance with all laws, including as to Taxes, applicable to its ability to perform business, operations and performance of its obligations and liabilities under this Agreement; the Debt Documents; (f) no Default or Event of Default is continuing; (g) all the Debt Documents (including this Deed) are legal, valid and binding upon it and all of the security created or purported to be created by the Security Documents (including this Deed) create (subject to any security arising solely by operation of law) first ranking security and the security that they purport to create; (h) it is the sole legal and beneficial owner of all of the assets that are subject to the security created by the Security Documents (including its Intellectual Property); and (i) in respect of all written information regarding the Intellectual Property that has been provided to a Pari Passu Creditor by or on behalf of any Chargor on or before the date hereof (the “Information”): (i) all such Information was true and accurate in all material respects as at the date of that Information; (ii) any forecast contained in the Information was prepared on the basis of recent historical information and on the basis of reasonable assumptions, consistent with past practices of the Parent and was fair (as at the date of the relevant report or document containing the forecast) and arrived at after careful consideration; (iii) the expressions of opinion or intention provided by or on behalf of the Parent or any other member of the Group for the purposes of the Information were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds; (iv) all projections contained in the Information were prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and (v) nothing has occurred or been omitted and no information has been given or withheld that results in the Information being untrue or misleading in any material respect in light of the circumstances under which such statements were or are made; (j) it is the sole legal and beneficial owner of, and absolutely entitled to, the assets that it purports to mortgage, charge or assign under this Deed (other than, where relevant, in respect of the legal ownership of any of its Investments registered in the name of its nominee or in the name of the Common Security Agent (or its nominee) pursuant to this Deed); (k) it has occurred and not mortgaged, charged or assigned or otherwise encumbered or disposed of any of the assets that it purports to mortgage, charge or assign under this Deed, in each case, other than as expressly permitted under this Deed; (l) the assets that it purports to mortgage, charge or assign under this Deed are free from any security, Quasi-Security or option to purchase or similar right, in each case, other than as expressly permitted under this Deed; (m) it is continuing and no such event not aware of any third-party claim: (i) that any registrations or circumstance would occur as a result applications in respect of its entering into owner Intellectual Property are invalid or performing its obligations under this Agreementunenforceable; it is acting for its own accountand (ii) challenging the Chargor’s rights to such registrations and applications, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, the Chargor is not relying upon aware of any basis for such claims, other than, in each case, to the advice extent any such third-party claims would not reasonably be expected to have a Material Adverse Effect (as defined in the First Secured Convertible Promissory Note); and (n) this Deed is not liable to be avoided or recommendations otherwise set aside on its liquidation or administration or otherwise, except, in the case of paragraphs (c)(ii), (c)(iii) and (d), as would not have a Material Adverse Effect (as defined in the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this AgreementFirst Secured Convertible Promissory Note).

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Borrower represents and warrants to the other Party Bank that: : (a) it is duly organized, incorporated and validly existing and in good standing as a company with limited liability under the Laws laws of Germany and it has power to carry on its business as it is now being conducted and to own its property and other assets; (b) OpGen is duly incorporated and validly existing as a company with limited liability under the laws of the jurisdiction State of its formation; Delaware, United States of America and it has all Governmental Approvals necessary for power to carry on its business as it is now being conducted and to own its property and other assets; (c) it has the power to execute, deliver and perform its obligations under this AgreementContract and all necessary corporate, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, shareholder and (ii) all Governmental Approvals necessary other action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of the same by it; (d) this Agreement is within Contract constitutes its powerslegally valid, have been duly authorized by all necessary action binding and enforceable obligations; (e) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not violate and will not: (i) contravene or conflict with any of the terms and conditions in its governing documentsapplicable law, statute, rule or regulation, or any contracts judgement, decree or permit to which it is a party subject; (ii) contravene or conflict with any applicable Law; this Agreement and each agreement or other document executed and delivered in accordance with this Agreement constitutes a legally valid and instrument binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against upon it which would result in it being or becoming Bankrupt; except as may might reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under this Agreement; Contract; (iii) contravene or conflict with any provision of its constitutional documents; (f) the latest available consolidated audited accounts of the Group and the latest available unaudited accounts of the Borrower, OpGen and any Guarantor have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower; (g) there has been no Material Adverse Change since 21 October 2016; (h) no event or circumstance which constitutes an Event of Default with respect to it has occurred and is continuing and unremedied or unwaived; (i) no such event litigation, arbitration, administrative proceedings or circumstance would occur as investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a result Material Adverse Change, nor is there subsisting against it or any of its entering into Subsidiaries any unsatisfied judgement or performing award; (j) it has obtained all necessary Authorisations in connection with this Contract and in order to lawfully comply with its obligations hereunder, and the Project and all such Authorisations are in full force and effect and admissible in evidence; (k) its payment obligations under this Agreement; Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to companies generally; (l) it is acting in compliance with Article 6.05(e) and to the best of its knowledge and belief (having made due and careful enquiry) no Environmental Claim has been commenced or is threatened against it not previously disclosed to the Bank; (m) no financial covenants have been concluded with any other creditor of the Borrower (excluding financial covenants which are contained within financing agreements permitted under paragraphs (c) or (f) of Permitted Indebtedness, the transactions under paragraph (e) of Permitted Indebtedness that are FX hedging transactions, and the Yorkville Facility) which are more restrictive than the ones contained in this Contract; (n) the Group structure chart is true, complete and accurate in all material respects and represents the complete corporate structure of the Group as at the date of this Contract; (o) the Borrower is not required to make any deduction for or on account of any Tax from any payment it may make under this Contract; (p) to the best of its own accountknowledge, no funds invested in the Project by the Borrower or by its controlling entities or by another member of the Group are of illicit origin, including products of money laundering or linked to the financing of terrorism. The Borrower shall promptly inform the Bank if at any time it becomes aware of the illicit origin of any such funds; (q) all Tax returns required to have been filed by it or on its behalf under any applicable law have been filed when due and contain the information required by applicable law to be contained in them; (r) it has paid when due all Taxes payable by it under applicable law except to the extent that it is contesting payment in good faith and by appropriate means; (s) with respect to Taxes which have not fallen due or which it is contesting, it is maintaining reserves adequate for their payment and in accordance, where applicable, with GAAP; (t) the Accounting Reference Date of the Borrower is 31 December; (u) under the laws of Germany it is not necessary that this Contract be filed, recorded or enrolled with any court or other authority in Germany or that any stamp, registration or similar tax be paid on or in relation to this Contract, or the transactions contemplated by this Contract; (v) any factual information provided by the Borrower and any member of the Group for the purposes of entering into this Contract and any related documentation was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated; (w) the Borrower has no Indebtedness outstanding other than Permitted Indebtedness; (x) neither it, nor any of its assets, is entitled to immunity from suit, execution, attachment or other legal process; (y) it has done, or will have done by the appropriate time for the Project to be implemented in accordance with this Contract, all that is reasonably required to obtain, safeguard and maintain its rights with respect to the Intellectual Property Rights required for the implementation of the Project in accordance with this Contract including complying with all contractual provisions; (z) to the best of its knowledge and belief, having made reasonable enquiry, the implementation of the Project in accordance with this Contract, will not result in the infringement of the rights of any person with regard to the Intellectual Property Rights; (aa) the pension schemes for the time being operated by the Borrower (if any) are funded in accordance with their rules and to the extent required by law or otherwise comply with the requirements of any law applicable in the jurisdiction in which the relevant pension scheme is maintained; (bb) it is in compliance with all applicable European Union and German legislation, including any applicable anti-corruption legislation; (cc) other than as set out in the Group structure chart, the Borrower owns no other equity and/or shares in any other business entity; (dd) it has acquainted itself with this Contract and determined that it is in its own independent decision best commercial interest and consistent with its purpose of operations to enter into this Agreement and as to whether Contract; (ee) no member of the Group is dormant; (ff) it is in compliance with all undertakings under this Agreement is appropriate or proper for Contract; (gg) it based upon its own judgment, is not relying upon engaged in any Illegal Activities and to the advice or recommendations best of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement its knowledge no Illegal Activities have occurred in connection with the conduct of its business Project; (hh) the Revised Group Structure Chart is true, complete and it has accurate in all material respects and represents the capacity or the ability to make or take delivery complete corporate structure of the Product Group as provided in this Agreementat the Effective Date; and The Repeating Representations are deemed repeated on each Disbursement Request, Disbursement Date and on each Payment Date by reference to the facts and circumstances then existing.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Promoter represents and warrants to the other Party Bank that: it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of Czech Republic and it has power to carry on its formationactivities as it is now being conducted and to own its property and other assets; it has all Governmental Approvals necessary for it the power to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, Agreement and (ii) all Governmental Approvals necessary action has been taken to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of this Agreement is within by it; this Agreement constitutes its powerslegally valid, have been duly authorized by all necessary action binding and enforceable obligations; the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Agreement do not violate and will not: contravene or conflict with any of the terms and conditions in its governing documentsapplicable law, statute, rule or regulation, or any contracts judgement, decree or permit to which it is a party subject; or contravene or conflict with any applicable Law; this Agreement and each agreement or other document executed and delivered in accordance with this Agreement constitutes a legally valid and instrument binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against upon it which would result in it being or becoming Bankrupt; except as may might reasonably be set forth in its reports filed with the SEC, there is not pending or, expected to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect have a material adverse effect on its ability to perform its obligations under this Agreement; or contravene or conflict with any provision of its statutes/by-laws; there has been no Material Adverse Change since 17 June 2019 (i.e. date of approval of the financing by the Bank’s Management Committee); no event or circumstance which constitutes a Prepayment Event or an Event of Default with respect to it has occurred and is continuing unremedied or unwaived; no litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against it any unsatisfied judgement or award; it has obtained all necessary Authorisations in connection with this Agreement, in order to lawfully comply with its obligations thereunder, and no all such event or circumstance would occur as a result Authorisations are in full force and effect and admissible in evidence; it has obtained all necessary Authorisations in connection with the Project; it is in compliance with Article 4 (Continuing and Specific Project Undertakings) paragraph (e) (Environment) of this Agreement and to the best of its entering into knowledge and belief (having made due and careful enquiry) no Environmental Claim has been commenced or performing its obligations is threatened against it or Final Beneficiary; it is in compliance with all undertakings under this Agreement; to the best of its knowledge having made all reasonable enquiries, no funds invested in the Project by it or the Final Beneficiary are of illicit origin, including products of money laundering or linked to the financing of terrorism. The Promoter shall promptly inform the Bank and shall ensure that each Final Beneficiary will promptly inform the Borrower if at any time it becomes aware of the illicit origin of any such funds; it is acting for its own account, has made its own independent decision to in compliance in all respects with all applicable EU and Czech competition (including state aid and audit) laws and regulations; it does not enter into this Agreement and as with the intention to whether this Agreement is appropriate conceal its assets or proper for defraud its creditors; it based upon its own judgment, is does not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered enter into this Agreement in connection with the conduct of its business and intention to provide more preferential treatment to the Bank than it has is provided to the capacity or the ability to make or take delivery other creditors of the Product as provided Promoter; the Bank and the Promoter are not related parties pursuant to any applicable law, and the Bank and the Promoter do not operate under the influence of the same natural and legal person, and the Bank is not a beneficiary of any agreement with the Promoter under which the Promoter has undertaken any obligation without sufficient consideration. The representations and warranties set out above shall survive the execution of this Agreement and with the exception of the representation set out in this Agreementparagraph (e) above, are deemed repeated the each date of Disbursement Acceptance, Disbursement Date and on each Payment Date.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Seller hereby represents and warrants to the other Party Buyer that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; it : (a) Seller has all Governmental Approvals necessary for it power and authority to own, lease and operate its Purchased Assets and to operate the Asset as now being conducted; (b) Seller has the requisite power and authority to execute, deliver, and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyerand when executed and delivered at Closing, will constitute a valid and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case binding obligation of Seller; ; (c) Neither the execution, delivery and or performance of this Agreement is within its powersnor the consummation of the transactions contemplated hereby: (i) will conflict with any provision of the organizational charter or bylaws of Seller; (ii) will conflict with, have been duly authorized by all necessary action and do not violate will result in a violation of any applicable law or judgment; (iii) will result in a breach of any assumed obligation, (iv) will create any lien or encumbrance upon any of the terms Purchased Assets; (d) Seller has good and conditions in its governing documents, any contracts marketable title to which it all Purchased Assets and none of the Purchased Assets is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it lien, encumbrance, claim or security interest (collectively, the “Liens”); (e) The cash flow statements, balance sheets and profit and loss statements provided to Buyer by Seller (collectively, the “Financial Statements”) are true and correct in all material respects and present fairly the operating income and financial condition of Seller and its Asset as of their respective dates; (f) All returns, reports and statements relating to the Purchased Assets or to the operation of the Asset which Seller is not Bankrupt required to file with any governmental agency have been filed, and there complied with; (g) Seller has filed or has caused to be filed all federal, state, county, local or city tax returns affecting the Purchased Assets or the operation of the Asset which are required to be filed by Seller, and all tax assessments and other governmental charges which are due and payable have been timely paid; (h) There are no proceedings actions, suits, proceedings, orders or claims pending or being contemplated by it or, to its knowledge, threatened against it Seller, or pending or threatened by Seller against any third party which would result relate to, or in it being any way affect, the Purchased Assets or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations operation of the other Party Asset; (i) Seller has complied in so doingall material respects with all applicable federal, state and is capable of assessing the merits of local laws, rules, regulations, ordinances, codes, statutes, judgments, orders and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement decrees in connection with the conduct of its business and it has the capacity or the ability to make or take delivery ownership of the Product Purchased Assets and the operation of the Asset and that neither the ownership nor the use of the Purchased Assets conflicts with the rights of any other person or entity; (j) Seller has no contingent liabilities or other liabilities outside the ordinary course of asset; (k) The books and other records of the Seller relating to the Asset are true, correct and complete in all material respects; (l) The Purchased Assets include all Purchased Assets used or useful in connection with the operation of the Asset as provided currently operated; (m) Upon the consummation of the transactions contemplated hereby, Seller will transfer good and valid title to the Purchased Assets free and clear of any Liens; (n) The Purchased Assets will be fit for their intended purposes and be fully functional as represented prior to the Closing; (o) Since Buyer’s inspection of the Purchased Assets, there has not been and will not be in the foreseeable future any material damage, destruction, change or loss of any kind or have had a material adverse effect with respect to the Purchased Assets; (p) No insolvency proceedings of any character, voluntary or involuntary, affecting the Purchased Assets are pending; (q) There are no existing agreements with, options or rights of, or commitments to any person, other than to Buyer, to acquire any of the Purchased Assets or any interest therein; (r) There are no material omissions or untrue statements contained in this AgreementAgreement which are misleading; and (s) All representations and warranties made by Seller shall survive the Closing.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party represents and warrants to the other Party that: it (a) such Party is duly organizedincorporated or formed, as applicable, validly existing and is duly qualified to do business in good standing under the Laws state of its incorporation or formation and as a foreign corporation or company, as applicable, in all other places where necessary in light of the jurisdiction business it conducts and the property it owns, (b) has the full power and authority to execute, deliver and perform this JDA and to carry out the transactions contemplated by this JDA; (c) the execution and delivery of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as JDA by such Party and the carrying out by such Party of the Execution Date (i) CPUC Approval in the case of Buyertransactions contemplated by this JDA have been duly authorized by all requisite corporate or company action, as applicable, and this JDA has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against the Party in accordance with the terms of this JDA, subject to bankruptcy, insolvency or similar laws and general equitable principles regardless of whether the issue of enforceability is considered in a proceeding in equity or at law; (iid) all Governmental Approvals necessary no authorization, consent, permit, license, approval, notice to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; or registration or filing with or from any governmental authority is required for the execution, delivery and performance by such Party of this Agreement is within its powersJDA, have been duly authorized by all necessary action except for those not currently required and do not violate any which are expected to be obtained in the ordinary course of business when required; (e) none of the terms execution, delivery and conditions performance by such Party of this JDA conflicts with or will result in its governing documentsa breach or violation of any law, any contracts contract or instrument to which it such Party is a party or any applicable Lawis bound; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and (f) there are no legal or arbitral proceedings by or before any governmental authority, now pending or being contemplated by it or(to the knowledge of such Party) threatened, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that if adversely determined could materially adversely affect its have a material adverse effect on such Party’s ability to perform its the Party’s obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this AgreementJDA.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party represents and warrants to the other Party that: : 10.1.1 it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation; ; 10.1.2 it has all Governmental Approvals regulatory authorizations necessary for it to perform its obligations under in accordance with this Agreement, except for as of the Execution Date (i) other than CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; ; 10.1.3 the execution, delivery and performance of this Agreement is are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable Law; this Agreement and each other document executed and delivered in accordance with to it; 10.1.4 this Agreement constitutes a its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; ; 10.1.5 it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, ; 10.1.6 there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; ; 10.1.7 no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; ; 10.1.8 it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and and 10.1.9 it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementperform hereunder.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Obligor represents and warrants to the other Party Lender that: it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date : (ia) CPUC Approval (status) in the case of Buyer, a company: (i) it is a company duly incorporated and validly existing under the laws of New Zealand; and (ii) all Governmental Approvals necessary it has the power to constructown its assets; (b) (power and authority) it has the power to enter into, operate perform, deliver and maintain the Project comply with and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by has taken all necessary action to authorise its entry into, delivery of and do not violate any of performance and compliance with the terms and conditions in its governing documents, any contracts Finance Documents to which it is a party and the transactions contemplated by those Finance Documents; (c) (Authorisations) (i) it has taken all necessary corporate and other relevant action (including the obtaining of consents and other requirements) required to be taken to authorise the entry into and performance of, and compliance with, its obligations under each Finance Document; and (ii) all Authorisations required or any applicable Law; this Agreement desirable to enable it lawfully to enter into, and each other document executed exercise its rights and delivered comply with its obligations in the Finance Documents to which it is a party, and to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation and New Zealand, have been obtained, and such consents and Authorisations are in full force and effect; (d) (binding obligations) its obligations expressed to be assumed by it in the Finance Documents to which it is party are legal, valid and binding and enforceable obligations, in accordance with this Agreement constitutes a legally valid their respective terms; (e) (no conflict) the entry into and binding obligation enforceable against it in accordance delivery, and the exercise of its rights, and performance of and compliance with its termsobligations, subject under the Finance Documents to any Equitable Defenses; which it is party and each transaction contemplated thereby, do not Bankrupt and there are no proceedings pending will not: (i) conflict with any law or being contemplated by it or, regulation applicable to its knowledge, threatened against it which would result in it being it; (ii) conflict with any constitutive documents applicable to it; (iii) conflict with any agreement or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against instrument binding on it or any of its Affiliates assets; (iv) exceed any legal proceedings that could materially adversely affect limitation on, or constitute an abuse of, the powers of its ability to perform its obligations directors or officers; (v) result in the acceleration of any financial indebtedness owing by it or result in any financial indebtedness owing by it being capable of being accelerated; or (vi) result in an event of default or termination event (however described) under this Agreement; any other agreement which it has entered into; (f) (no default) (i) no Event of Default with respect to it has occurred and is continuing and or might reasonably be expected to result from its entry into the Finance Documents to which it is party; and (ii) no such event or circumstance has occurred or exists and is outstanding which constitutes a breach of, or default under, any Finance Document or other agreement which is binding on it or to which its assets are subject; (g) (solvency) no Insolvency Event exists in respect of it; (h) (litigation) no litigation, dispute or proceeding is current or pending or, to the best of its knowledge and belief after due enquiry, threatened in relation to it which is likely to be adversely determined and, if so determined, would, or would occur be likely to have a Material Adverse Effect; (i) (good title) (i) it is the sole legal owner of its assets, subject to any trust; and (ii) in the case of the Secured Property, the Borrower is the sole legal and beneficial owner of the Secured Property (unless the Borrower enters into the Finance Documents as trustee of a trust, in which case the Borrower represents and warrants that it is the sole legal owner of the Secured Property); (j) (ranking of obligations) its liabilities under each Finance Document to which it is a party will at all times rank by virtue of the Security in priority to the claims of any other creditor; (k) (Taxes) it has complied with all Tax laws in all jurisdictions in which it is subject to taxation and has paid all Taxes payable by it when due; (l) (insurance) all insurances required by the Lender are in place and in full force and effect; (m) (no Material Adverse Effect) no event or circumstance has occurred which would likely constitute a Material Adverse Effect (including any breach of law or regulation); (n) (Environmental Law) no fact or circumstance exists: (i) which has given rise, or may give rise, to a claim against the Borrower or a requirement of substantial expenditure or the cessation or alteration of material activity under or as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations application of Environmental Law; (ii) arising out of the ownership, occupation or control of the Secured Property by it, which would render the Lender or any occupier or controller of the Secured Property with the Lender’s authority liable to be served with orders, notices or directions or to be dealt with or subjected to a penalty or fine under any Environmental Law; (o) (immunity) it does not, nor do any of its assets, enjoy immunity from any suit or execution; (p) (no reliance) it consulted or had the opportunity to consult independent legal advisers and it took into account the provisions of the Finance Documents and such independent advice and other Party enquiries as it may have deemed necessary and did not rely on any statement, representation, warranty, document, information or promise (if any) made or provided by or on behalf of the Lender; and (q) (full disclosure) (i) all written information (other than forecasts and projections) provided to the Lender by or on that ▇▇▇▇▇▇▇’s behalf was true, complete and accurate in so doing, all material respects and is capable of assessing not misleading in any material respect as at the merits of and understanding, and understands and accepts, the terms, conditions and risks date of this Agreementdocument, or if later, at the time it was provided (whether by the omission of facts known to it or otherwise); and (ii) all written forecasts and it has entered into projections (including budgets) provided to the Lender are based on reasonable grounds as at the date of this Agreement document or, if later, at the time provided, using historical information and have been made in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementgood faith.

General Representations and Warranties. On We represent and warrant that: 3.1 where we are subscribing for the Execution Date Shares from outside Singapore, the Fund Documents were provided to us by the Manager and/or the Fund solely in response to our unsolicited enquiry or application, and we are entering into this Subscription Agreement solely out of our own initiative, and not in response to any advertisement or solicitation by the CP Satisfaction DateManager and/or the Fund; 3.2 the acquisition, each Party represents holding and warrants disposition by us of any investment in the Fund and that the offer to subscribe for the Shares has not been offered or promoted to us in violation of any securities laws applicable to us; 3.3 we are and we will acquire the Shares as principal for investment purposes only, and not with a view to or for the re-sale, distribution or fractionalisation of the Shares, in whole or in part; 3.4 we are in compliance with all regulatory and legal requirements applicable to us to hold any Shares to which we may become entitled pursuant to this Subscription Agreement; 3.5 we are an Eligible Investor as defined in the Private Placement Memorandum and that we are not acting on behalf of or for the benefit of nor do we intend to transfer any Shares which we may subscribe for or purchase to any person who is not an Eligible Investor. We agree to notify the Fund immediately in the event that we become aware that we or any person for whom we hold the Shares has ceased to be an Eligible Investor or if any of the representations, declarations or statements contained herein are no longer accurate and complete in all respects. We acknowledge and understand that in such event any or all of such Shares held by us may be compulsorily redeemed by the Fund; 3.6 we have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits of our investment in the Fund; 3.7 we have been given the opportunity of asking questions of, and have received answers from, the Fund and/or the Manager relati ng to the other Party that: it is duly organizedbusiness to be conducted by the Fund, validly existing the financial condition and in good standing under the Laws capital of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this AgreementFund, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions of the offering and other matters relating to an investment in its governing documentsthe Fund, and we have evaluated the merits and risks of an investment in the Fund; 3.8 we have read carefully, fully considered, and are subscribing for the Shares in reliance on the information contained in the Fund Documents and, save as may be otherwise agreed in writing, have not relied on any other oral or written statement relating to or connected with the offering of Shares by the Fund, the Manager or any placing agent or any partner, officer, director, employee, shareholder or affiliate of any of them; and further that we are not subscribing for Shares as a result of, or pursuant to (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any Internet site whose information about the Fund is not password protected) or broadcast over television or radio, or (ii) any seminar or meeting whose attendees, including us, had been invited as a result of, or pursuant to, any contracts of the foregoing; 3.9 we have the financial ability to bear the economic risk of our investment in the Fund, have adequate means for providing for our current needs and possible contingencies and have no need for liquidity with respect to our investment in the Fund. We understand that our Shares cannot be redeemed or transferred except as expressly provided in the Fund Documents; 3.10 we are aware that an investment in the Fund involves substantial risk, we have determined that the Shares are a suitable investment for us to make and hold and that, at the date of this Subscription Agreement, we are able to bear the complete loss of our investment in the Fund and in particular, we understand that an investment in the Fund is only suitable for investors who understand the risks involved in acquiring such an investment, including but not limited to the risks set out in the section entitled "Risk Factors" in the Private Placement Memorandum and the section entitled "Specific Risk Factors" in the Supplement. We acknowledge that there can be no assurance that targeted returns will be achieved, that the Fund will achieve comparable results to those projected, that the Fund will not incur losses or that the Fund will be able to implement its investment strategy or achieve its investment objectives; 3.11 we have relied exclusively on the advice of, or have only consulted with, our own professional advisers relating to the tax, legal, currency and other economic considerations relating to our investment in the Fund. We confirm neither the Fund nor the Manager has provided, nor will they provide any legal and/or tax advice whatsoever, including but not limited to any structure or contract; 3.12 the monies used to fund the investment in the Shares are (i) not derived, directly or indirectly, from illegal or illegitimat e activities, including but not limited to narcotics trafficking, or activities that would violate any anti-money laundering laws or regulations or any other activities that would be in contravention of the Singapore AML/CFT Requirements; (ii) in no manner related to and will not be in any manner related to any "politically exposed person"; and (iii) from legitimate sources in connection with our regular business activities and which do not constitute the proceeds of criminal conduct or criminal property; 3.13 we are not named on a list of prohibited countries, territories, entities and individuals maintained by OFAC or under the European Union ("EU") and United Kingdom ("UK") Regulations, and is not operationally based or domiciled in a country or territory in relation to which it is current sanctions have been issued by the United Nations, EU or UK; and 3.14 we acknowledge and agree that we are responsible for our own tax affairs, that all of our tax obligations will be met with th e applicable competent authorities and, to the best of our knowledge, we have not committed or been convicted of any serious tax crimes; 3.15 if we are a party corporation, partnership, limited liability company, trust or any applicable Law; other entity, we are duly authorised and qualified to become a Shareholder in, and authorised to subscribe for Shares in, the Fund and the individual or individuals signing this Subscription Agreement and each other document executed giving the representations, warranties, acknowledgments and delivered confirmations contained in this Subscription Agreement, as the case may be, on our behalf has been duly authorised to do so and our application, subject to and in accordance with this Subscription Agreement constitutes a legally and the Fund Documents, to subscribe for the Shares is, and on acceptance by the Fund will be, our legal, valid and binding obligation obligations, enforceable against it in accordance with its terms, (subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened the court’s discretion) against it which would result us in it being or becoming Bankrupt; except as may be set forth in its reports filed accorda nce with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the their respective terms, conditions and risks provisions; 3.16 where we are subscribing for Shares as a nominee, agent or trustee for other person(s), we are duly authorised and qualified to give the representations, warranties, acknowledgments and confirmations contained in this Subscription Agreement on behalf of each of the beneficial holders; 3.17 the execution and delivery of this Subscription Agreement; , our acquisition of Shares and it has entered into this Agreement the consummation of any consequential transactions will not conflict with, or result in any violation of or default under any agreement or other instrument to which we are a party or by which we or any of our properties are bound, or any permit, franchise, judgment, decree, statute, rule or regulation applicable to us or our properties; 3.18 any information that we have furnished and/or may furnish in connection with this Subscription Agreement to the conduct Fund and the Manager (on behalf of its business the Fund), is true, correct and it has complete in all material respects as of the capacity date of the execution by us of this Subscription Agreement, and if there is any change in that information prior to our admission to the Fund as a Shareholder, we will immediately notify the Fund and/or the Manager in writing of that fact; 3.19 we shall at all times keep confidential and not, directly or indirectly, disclose, furnish, copy or make accessible to anyone, or use in any manner that would be adverse to the interests of the VCC, the Fund or the ability Manager, any confidential or proprietary information relating to make the business or take delivery assets of the Product as provided VCC, the Fund or the Manager to which we have been or shall become privy, except:‌ (a) with the prior written approval of the Directors and the Manager; (b) where and only to the extent such information is otherwise publicly available (other than information made publicly available by us relying on this exemption in disclosing such information in breach of this Agreementparagraph 3.19); or (c) where and only to the extent required to be disclosed by law. Before any disclosure of any such information on the grounds that such disclosure is required by law, we shall so inform the VCC and the Manager and shall give the VCC and the Manager, to the greatest extent reasonably practicable, an opportunity to contest whether such information is required by law to be disclosed.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each party represents and warrants to the other Party that: it : (i) It is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction state of its formation; incorporation and that it has all Governmental Approvals necessary for it is not required to perform its obligations under this Agreement, except for be qualified or licensed to do business as of the Execution Date (i) CPUC Approval a foreign corporation in the case of Buyer, and any other jurisdiction. (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance The execution of this Agreement is within its powers, and the consummation of the Merger and the other transactions contemplated hereby have been duly authorized by all its Board of Directors and Shareholders, and no other corporate action on its part is necessary action in order to execute, deliver, consummate and perform its obligations hereunder. (iii) The execution, delivery, performance and consummation of the Merger and the transactions contemplated hereby do not violate any of the terms and conditions in its governing documents, any contracts obligation to which it is a party and will not create a default thereunder. (iv) There are no suits, actions or proceedings pending or to its knowledge threatened which seek to enjoin the Merger or the transactions contemplated by this Agreement or which, if adversely decided, would have a materially adverse effect on its business, results of operations, assets or prospects. (v) No statement made by it herein or in the exhibits hereto or any document delivered by it or on its behalf pursuant to this Agreement contains an untrue statement of material fact or omits to state all material facts necessary to make the statements therein not misleading in any material respect. (vi) It has incurred no finder=s, broker=s, investment banking, financial, advisory or other similar fee for which the other shall be liable by reason of the Merger or otherwise. (vii) All issued and outstanding shares have been validly issued and are fully paid and non-assessable and have not been issued in violation of any preemptive or other rights of any other person or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there laws. (viii) There are no proceedings pending outstanding options, warrants, commitments, calls or being contemplated by other rights or agreements requiring it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or issue any shares of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event common stock or circumstance would occur as a result securities convertible into shares of its entering into or performing its obligations under this Agreement; it is acting common stock to anyone for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementany reason whatsoever.

General Representations and Warranties. On Each of the parties hereby represents and warrants, severally and not jointly, solely with respect to itself, the following: 4.1 The persons signing this Agreement and the Ancillary Agreements are authorized signatories of each party and are duly empowered to sign the said Agreement and that there are no further consents or approvals required for the execution or performance of said Agreement that have not been duly obtained. 4.2 The representations and warranties of the parties contained in this Agreement shall survive and continue in full force and effect for a period of twenty four (24) months following, and calculated from, the Execution Date provided, however, that the Representations and Warranties indicated in clauses 5.2, 6.7 and 6.12 hereunder, shall survive until the CP Satisfaction Dateexpiration of the statute of limitations (after taking into account any waiver, extension, or mitigation thereof, in each Party represents and warrants case, in accordance with applicable law), if any, applicable to the other Party that: it is duly organizedsubject matters set forth therein (respectively, validly existing and in good standing under the Laws of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of "Survival Period"). 4.3 The covenants contained herein shall become effective upon the Execution Date (i) CPUC Approval in the case of Buyerand, and (ii) all Governmental Approvals necessary subject to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions hereunder, survive the Execution Date for purposes of any claim of nonfulfillment, non-performance, or breach thereof, unless the covenant or agreement specifies a term, in its governing documentswhich case such covenant or agreement shall survive for such specified term, and in each case until such claim has been finally resolved. 4.4 Each party hereto shall be entitled to rely upon, and shall be deemed to have relied upon, all representations, warranties and covenants of each other party set out in this Agreement which have been or are made in favour of such party, and the rights of each of the parties shall not be affected notwithstanding (i) the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, agreement, undertaking or obligation, (ii) any investigation or examination conducted with respect to, or any knowledge acquired (or capable of being acquired) about the accuracy or inaccuracy of or compliance with, any contracts to which it is a party representation, warranty, covenant, agreement, undertaking or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and there are no proceedings pending made by or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations on behalf of the other Party in so doingparties hereto, and is capable (iii) the waiver of assessing any condition based on the merits accuracy of and understandingany representation or warranty, and understands and acceptsor on the performance of or compliance with any covenant, agreement, undertaking or obligation, or (iv) the terms, conditions and risks execution of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Each Party hereby represents and warrants to the other Party that: it It is duly organized, validly existing and in good standing under the Laws of the jurisdiction state of its formation; it formation and is duly qualified to do business in the jurisdiction where the Site is located. It has all Governmental Approvals necessary for it power and authority to execute, deliver and perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the its execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action on its part; and do this Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general equitable principles. As of the Effective Date, (i) it is not violate in violation of any Applicable Legal Requirement, or any judgment entered by any national, regional or local Governmental Authority, which violations, individually or in the aggregate, would adversely affect its performance of any obligations under this Agreement and (ii) there are no legal or arbitration proceedings or any proceeding by or before any Governmental Authority, now pending or (to its best knowledge) threatened against it which, if adversely determined, could have a material adverse effect upon its financial condition, operations, prospects or business, as a whole, or its ability to perform under this Agreement. No authorization, approval, exemption, or consent of or by any Person is required by it in connection with the execution, delivery, and performance of this Agreement. In addition, the Parties represent and warrant that the Permits required to be obtained by each Party either have been obtained by and are in full force and effect on the date hereof or will be obtained and will be in full force and effect on or prior to the date on which they are required, under applicable Law, to be in full force and effect, so as to permit Subcontractor to commence and prosecute the Work to completion in accordance with the Project Schedule. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms and conditions provisions hereof by it will not conflict with or result in a material breach of, or require any consent under, any of its governing constitutive documents, or any contracts applicable Law, or any agreement or instrument to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; by which it is not Bankrupt and there are no proceedings pending bound or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own accountsubject, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice constitute a material default under any such agreement or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreementinstrument.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party (a) Contributor hereby represents and warrants to the Company and LS Capital that Contributor (if a corporation) has been duly organized, is validly existing and is in good standing in the jurisdiction in which it was incorporated; Contributor has full right, power and authority to execute and deliver this Agreement and all other Party that: agreements, documents and instruments to be executed in connection herewith and perform Contributor's obligation hereunder and thereunder; the execution and delivery by Contributor (if a corporation) of this Agreement and all other agreements, documents and instruments to be executed by Contributor in connection herewith have been authorized by all necessary corporate action by Contributor; when this Agreement and all other agreements, documents and instruments to be executed by Contributor in connection herewith are executed by Contributor and delivered to the Company, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of Contributor enforceable against Contributor in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms of, any contract to which Contributor is a party or by which Contributor is bound or by which any of the assets of Contributor is bound or affected, (ii) violate any judgment against, or binding upon, Contributor or upon the assets of Contributor, (iii) result in the creation of any lien, charge or encumbrance upon any assets of Contributor pursuant to the terms of any such contract, or (iv) violate any provision in the charter documents, bylaws or any other agreement affecting the governance and control of Contributor (if a corporation); there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of the assets of Contributor, this Agreement, or the transactions contemplated hereby, and there are no outstanding orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against, involving or affecting any assets of Contributor, this Agreement, or the transactions contemplated hereby; no consent or approval from any person is required in connection with the execution and delivery of this Agreement other than board of director approval of Contributor (if a corporation), which has already been obtained; and the representations and warranties made immediately above and elsewhere herein are material to the Company and are being relied upon by the Company in connection with its decision to issue Company Shares, and by LS Capital in connection with its decision to issue LS Capital Shares, to Contributor pursuant to Section 2 of this Agreement. (b) Each of the Company and LS Capital hereby represents and warrants, severally but not jointly, to Contributor that (in all cases, upon the Company's organization) it is has full right, power and authority to execute and deliver this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith and perform its obligation hereunder and thereunder; it will be duly organized, validly existing and in good standing under the Laws of in the jurisdiction of its formation; in which it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Sellerwas incorporated; the execution, execution and delivery and performance by it of this Agreement is within its powersand all other agreements, have been duly documents and instruments to be executed by it in connection herewith will be authorized by all necessary action corporate action; when this Agreement and do not violate all other agreements, documents and instruments to be executed by it in connection herewith are executed by it and delivered to Contributor, this Agreement and such other agreements, documents and instruments will constitute the valid and binding agreements of it enforceable against it in accordance with their respective terms; neither the execution and delivery of this Agreement or any other agreements, documents and instruments to be executed in connection herewith nor the consummation of the transactions contemplated hereby or thereby will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (by way of substitution, novation or otherwise) under the terms and conditions in its governing documentsof, any contracts contract to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; by which it is not Bankrupt bound or by which any of the assets of it is bound or affected, (ii) violate any judgment against, or binding upon, it or upon its assets, (iii) result in the creation of any lien, charge or encumbrance upon any of its assets pursuant to the terms of any such contract, or (iv) violate any provision in the charter documents, bylaws or any other agreement affecting the governance and control of it; there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or threatened against, involving or affecting any of its assets, this Agreement, or the transactions contemplated hereby, and there are no proceedings pending outstanding orders, writs, injunctions or being contemplated by it ordecrees of any court, to its knowledgegovernmental agency or arbitration tribunal against, threatened against it which would result in it being involving or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or affecting any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under assets, this Agreement, or the transactions contemplated hereby; no Event of Default with respect to it has occurred and consent or approval from any person is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement required in connection with the conduct execution and delivery of its business this Agreement other than board of director approval, which will be obtained upon organization; the Company Shares and it has the capacity or LS Capital Shares to be issued to Contributor pursuant to this Agreement shall be duly authorized, validly issued, fully paid and non-assessable at the ability time that they are issued; and the representations and warranties made immediately above and elsewhere herein are material to Contributor and are being relied upon by Contributor in connection with Contributor's decision to make or take delivery the capital contributions to the Company pursuant to Section 2 of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party Each Member hereby represents and warrants to the Company and to each other Party that: Member that as of the date of its admission as a Member: (a) if such Member is an organization, it is duly organized, validly existing existing, and in good standing under the Laws of the jurisdiction law of its formation; state of incorporation or organization and that it has all Governmental Approvals necessary for it full organizational power to execute and agree to this Agreement and to perform its obligations under this Agreement; (b) such Member is acquiring its Membership Interest for such Member’s own account as an investment and without an intent to distribute the interest; (c) such Member acknowledges that such Membership Interests have not been registered under the Securities Act of 1933 or any state securities laws and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements; (d) such Member, except by itself or together with its advisors, is experienced in making investments comparable to its investment in the Company and is capable of judging for as itself the risks inherent in such investment; (e) such Member has the financial capacity to hold its investment in the Company for an indefinite period of time and to meet its obligations to make Capital Contributions under this Agreement, and acknowledges that the disposition of such investment is restricted both pursuant to federal and state securities laws and pursuant to the terms of this Agreement; (f) such Member acknowledges that it has received access to all information that it deems necessary in order to make its decision to invest in the Company; (g) this Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable in accordance with its terms; (h) neither the execution and delivery of this Agreement nor the consummation of the Execution Date transactions contemplated hereby nor compliance by it with any provisions hereof (1) conflicts with, or results in a breach or contravention of, or in a default or the creation of any lien under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, or other instrument or obligation to which it is a party or by which it or its properties are bound or (2) violates any law, order, writ, injunction or decree applicable to it or any of its properties; (i) CPUC Approval except for the Necessary Regulatory Approvals, no consent, approval or other action by any court, governmental authority or third party is required in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the connection with its execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable LawAgreement; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is not Bankrupt and and (j) there are no lawsuits or contested administrative proceedings pending or being contemplated by it or, to its knowledge, threatened against it which the Member that would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with have a material adverse effect on the SEC, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its Member’s ability to perform its obligations as a Member under this Agreement; no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.

General Representations and Warranties. On the Execution Date To induce Lender to enter into this Agreement and the CP Satisfaction Dateto make advances hereunder, each Party Borrower warrants, represents and warrants covenants to the other Party that: it Lender as follows: (a) Each Borrower is a corporation duly organized, validly existing and in good standing under the Laws laws of its state of incorporation; has duly qualified and is authorized to do business and is in good standing as a foreign corporation in all states and jurisdictions where the character of its Properties or the nature of its activities make such qualification necessary; and has not been known as or used any corporate, fictitious or trade names in the past seven years except as disclosed on Exhibit C attached hereto and made a part hereof. (b) Borrower has the right and power and is duly authorized to enter into, deliver and perform this Agreement and each of the jurisdiction of its formation; it has all Governmental Approvals necessary for it to perform its obligations under this Agreement, except for as of the Execution Date (i) CPUC Approval in the case of Buyer, and (ii) all Governmental Approvals necessary to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts Other Agreements to which it is a party or any applicable Law; party, and this Agreement is, and each other document executed and of the Other Agreements when delivered in accordance with under this Agreement constitutes will be, a legally legal, valid and binding obligation of Borrower enforceable against it in accordance with its their respective terms, subject to any Equitable Defenses; it . (c) Borrower is not Bankrupt engaged principally, or as one of its important activities, in the business of purchasing or carrying "margin stock" (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loans to Borrower will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, or be used for any purpose which violates or is inconsistent with the provisions of Regulations T, U or X of said Board of Governors. (d) Borrower has, and is in good standing with respect to, all governmental consents, approvals, authorizations, permits, certificates, inspections, and franchises which materially affect its ability to conduct its business as heretofore or proposed to be conducted by it and to own or lease and operate its Properties as now owned or leased by it. (e) Borrower owns or possesses all the patents, trademarks, service marks, trade names, copyrights and licenses necessary for the present and planned future conduct of its business without any known conflict with the rights of others. (f) Except as set forth on Exhibit D attached hereto and made a part hereof, there are no actions, suits, proceedings pending or being contemplated by it orinvestigations pending, or to its knowledgethe knowledge of Borrower, threatened threatened, against it which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it affecting Borrower or any of its Affiliates Properties in any legal proceedings court or before any governmental authority or arbitration board or tribunal, and no action, suit, proceeding or investigation shown on Exhibit D involves the possibility of materially and adversely affecting the Properties or condition (financial or otherwise) of Borrower or the ability of Borrower to perform this Agreement. (g) Borrower has good, indefeasible and marketable title to and fee simple ownership of, or valid and subsisting leasehold interests in, all of its real Property, and good title to all of its other Property, in each case, free and clear of all Liens except Permitted Liens. (h) The balance sheet of Parent, on a consolidated basis, and such other Persons described therein as of December 31, 2002, and the related statements of income, for the periods ended on such dates, have been prepared, to the best of Borrower's knowledge, in accordance with GAAP (except for changes in application in which Parent's independent certified public accountants concur), and present fairly the financial positions of Parent and its Subsidiaries at such dates and the results of Borrower's operations for such periods. Since December 31, 2002, there has been no material change in the condition, financial or otherwise, of Parent and such other Persons as shown on the balance sheet as of such date and no change in the aggregate value of Equipment and real Property owned by Parent or such other Persons, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse. The fiscal year of Parent for accounting purposes ends on December 31 of each year. (i) There is no fact which Borrower has failed to disclose to Lender in writing which materially affects adversely or, so far as Borrower can now foresee, will materially affect adversely the Properties, business, prospects, profits, or condition (financial or otherwise) of Borrower or the ability of Borrower to perform this Agreement. (j) Borrower has not received any notice to the effect that it is not in full compliance with any of the requirements of ERISA and the regulations promulgated thereunder. No fact or situation that could materially adversely affect result in a material adverse change in the financial condition of Borrower (including, but not limited to, any Reportable Event or Prohibited Transaction) exists in connection with any Plan. Borrower has no withdrawal liability in connection with a Multi-Employer Plan. (k) Borrower has filed all federal, state and local tax returns and other reports it is required by law to file and has paid, or made provision for the payment of, all taxes, assessments, fees and other governmental charges that are due and payable. (l) Borrower has duly complied with, and its ability Properties, business operations and leaseholds are in compliance in all material respects with, the provisions of all federal, state and local laws, rules and regulations applicable to perform Borrower, its obligations under this Agreement; no Properties or the conduct of its business. (m) No Default or Event of Default with respect to it has occurred will exist or result from the execution and is continuing and no such event or circumstance would occur as a result delivery of its entering into or performing its obligations under this Agreement; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper Borrower's performance hereunder. (n) There are no claims for it based upon its own judgmentbrokerage commissions, is not relying upon the advice finder's fees or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and it has entered into this Agreement investment banking fees in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in transactions contemplated by this Agreement.

General Representations and Warranties. On the Execution Date and the CP Satisfaction Date, each Party The Trustee represents and warrants to the other Party that: Redraw Facility Provider as follows: (a) (incorporation) it is duly organized, validly incorporated and existing and in good standing under the Laws laws pursuant to which it purports to have been incorporated; (b) (corporate power) it has the corporate power to own its assets and to carry on its business as it is now being conducted and as proposed to be conducted under this agreement and under each of the jurisdiction of its formation; Transaction Documents to which it is a party; (c) (power) it has all Governmental Approvals necessary for it full power and authority to enter into and perform its obligations under this Agreement, except for as agreement and each of the Execution Date Transaction Documents to which it is a party; (id) CPUC Approval in the case of Buyer, and (iiall action taken) it has taken all Governmental Approvals necessary internal corporate action to construct, operate and maintain the Project and related interconnection facilities in the case of Seller; authorise the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action agreement and do not violate any each of the terms and conditions in its governing documents, any contracts Transaction Documents to which it is a party or any applicable Law; this Agreement and each other document executed and delivered in accordance with their respective terms and no additional approval or consent of any person is required; (e) (validity of obligations) this Agreement constitutes agreement and each of the Transaction Documents to which it is a legally party constitute legal, valid and binding obligation enforceable against obligations of it in accordance with its termsand, subject to any Equitable Defenses; necessary stamping and registration and to doctrines of equity and laws and defences generally affecting creditors’ rights, are enforceable in accordance with their respective terms; (f) (no violation) the execution, delivery and performance by it of this agreement and each of the Transaction Documents to which it is a party does not Bankrupt and there are no proceedings pending will not violate in any respect any material provision of: (i) any law, regulation, authorisation, ruling, consent, judgement, order or being contemplated by it decree of any Governmental Agency; or, to (ii) its knowledge, threatened against it constitution; or (iii) any Encumbrance or document which would result in it being or becoming Bankrupt; except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against binding upon it or any of its Affiliates assets, and (except in respect of the Deed of Charge) does not and will not result in: (iv) the creation or imposition of any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; no Event Encumbrance or restriction of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result any nature on any of its entering into or performing its obligations assets under this Agreementthe provision of; it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon or (v) the advice or recommendations acceleration of the other Party in so doingdate of payment of any obligation existing under, and any Encumbrance or document which is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and binding upon it has entered into this Agreement in connection with the conduct of or its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement.assets;