Common use of Updating Clause in Contracts

Updating. (a) Without limitation to EME's obligations under Section 6.20(b), EME shall notify the Purchaser of any changes or additions to any of EME's Schedules to this Agreement (including the EME Disclosure Schedule and the Structure Chart contained in Section 4.5(b) of the EME Disclosure Schedule) by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions to any of the Schedules of EME until the Closing. No such updates made pursuant to this Section 6.20(a) shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the Effective Date nor, for purposes of Section 8.2(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein), the Closing Date, unless the Purchaser specifically agrees thereto in writing, nor shall any such notification be deemed to constitute or give rise to a waiver (whether express or implied) by the Purchaser of any covenant or condition set forth in this Agreement. Without limiting the generality of the foregoing, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualty, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance. (b) The Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, (B) prevent any condition set forth in Article VIII from being satisfied prior to the Outside Date and (ii) any material failure of any of the Parties or their respective Affiliates or any of their respective Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach of any Major Contract of which EME has Knowledge.

Updating. (a) Without limitation to EME's obligations under Section 6.20(b), EME Seller shall notify each Purchaser in writing of the Purchaser existence of any changes or additions to any matter of EME's Schedules to this Agreement (including the EME Disclosure Schedule which Seller acquires Knowledge and the Structure Chart contained in Section 4.5(b) of the EME Disclosure Schedule) by the delivery of updates thereofwhich, if any, as of a in existence on the Effective Date or the Closing Date could reasonably current date prior be expected to the Closing, but in no event later than five cause (5i) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions to any of the Schedules representations or warranties of EME until Seller set forth in ARTICLE 4 that are qualified with respect to materiality (whether by reference to Material Adverse Effect or otherwise) to be untrue or incorrect or (ii) any of the Closingrepresentations or warranties of Seller set forth in ARTICLE 4 that are not so qualified to be untrue or incorrect in any material respect. No such updates made The written notice pursuant to this Section 6.20(a7.3(a) shall be set forth on an amended Seller's Schedule or Seller's Schedules which shall be deemed to cure any inaccuracy replace the original Seller's Schedule or breach of any representation or warranty made in this Agreement Seller's Schedules as of the Effective Date nor, for purposes of Section 8.2(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein), and the Closing Date, unless to have qualified the relevant representations and warranties of Seller set forth in ARTICLE 4 as of the Effective Date and the Closing Date, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter. (b) Each Purchaser specifically agrees thereto shall notify Seller in writingwriting of the existence of any matter of which such Purchaser acquires Knowledge and which, nor if in existence on the Effective Date or the Closing Date, could reasonably be expected to cause (i) any of the representations or warranties of such Purchaser set forth in ARTICLE 5 or ARTICLE 6, as applicable, that are qualified with respect to materiality (whether by reference to Material Adverse Effect or otherwise) to be untrue or incorrect or (ii) any of the representations or warranties of such Purchaser set forth in ARTICLE 5 or ARTICLE 6, as applicable, that are not so qualified to be untrue or incorrect in any material respect. The written notice pursuant to this Section 7.3(b) shall any such notification be set forth on each Purchaser's amended Purchasers' schedule which shall be deemed to constitute replace the original Purchaser's schedule as of the Effective Date and the Closing Date, to have qualified the representations and warranties contained in ARTICLE 5 or give rise ARTICLE 6, as applicable, as of the Effective Date and the Closing Date, and to a waiver have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter. (whether express or impliedc) by the Purchaser of any covenant or condition set forth in this Agreement. Without limiting the generality of the foregoing, EME (i) Seller shall notify the each Purchaser reasonably promptly of the occurrence of (A) any material casualty, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, or any material adverse change in the physical condition of, any Projectthe Generation Facility, subject to ordinary wear and tear and to routine maintenance. , reasonably likely to result in a Material Adverse Effect of which Seller has Knowledge, and (bB) The Sellers any other material event reasonably likely to impair Seller's ability to perform its obligations under this Agreement, if the occurrence is one of which Seller has Knowledge, and the (ii) each Purchaser Parties, as the case may be, shall notify each other Seller promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would (A) cause any breach of any representation or warranty given by them respectively in this Agreement to be untrue Seller or inaccurate in of any material respect at any time other condition or circumstance of which such Purchaser has Knowledge that would excuse such Purchaser from the date hereof to the Closing Date, its timely performance of its obligations hereunder and (B) prevent any condition set forth in Article VIII from being satisfied prior other material event reasonably likely to impair such Purchaser's ability to perform its obligations under this Agreement, if the Outside Date and (ii) any material failure of any of the Parties or their respective Affiliates or any of their respective Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach of any Major Contract occurrence is one of which EME such Purchaser has Knowledge.

Updating. (a) Without limitation At any time prior to EME's obligations under Closing, by written notice to Purchaser, Seller may supplement or amend any of the Schedules to include thereon any matters that have arisen after the Effective Date as a result of any actions or inactions of Seller and/or any of its Affiliates in respect of any of the Acquired Companies, the Project or the Facility that are not prohibited by Section 6.20(b7.3, including any specific activities expected to be undertaken by Seller and its Affiliates during the Interim Period as set forth on Schedule 7.3. Any such Schedules that are supplemented or amended in accordance with this Section 7.7(a) shall be deemed so supplemented or amended for all purposes of this Agreement as if such matters were listed on such Schedules as of the Effective Date. (b) In addition to the supplement or amendments to the Schedules made by Seller pursuant to Section 7.7(a), EME shall Seller may from time to time notify the Purchaser of any changes or additions to any of EME's Schedules to this Agreement (including the EME Disclosure Schedule and the Structure Chart contained in Section 4.5(b) of the EME Disclosure Schedule) by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions to any of the Schedules of EME until which it has Knowledge that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty of Seller in Articles IV or V such that the Closingclosing condition in Section 3.6(a) cannot be satisfied. No such updates made pursuant to this Section 6.20(a7.7(b) shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the Effective Date nor, or for purposes of Section 8.2(a3.6(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein), the Closing Date, unless the Purchaser specifically agrees thereto in writing; provided, nor however, that if the Closing shall any such notification be deemed to constitute or give rise to a waiver (whether express or implied) by occur despite the fact that Seller had notified Purchaser of any covenant changes or additions such that the closing condition set forth in this Agreement. Without limiting the generality of the foregoingSection 3.6(a) could not be satisfied, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualtythen, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance. (b) The Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would (A) cause any representation or warranty given by them respectively notwithstanding anything in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof contrary (including Article X), no matters disclosed by Seller prior to the Closing Date, (B) prevent any condition set forth that constituted breaches of one or more representations or warranties of Seller in Article VIII from being satisfied prior to the Outside Date and (ii) any material failure of any Articles IV or V as of the Parties date of the Agreement or their respective Affiliates or as of the Closing Date shall be the basis for any of their respective Representatives, indemnification by Seller pursuant to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach of any Major Contract of which EME has KnowledgeSection 10.1(a).

Updating. (a) Without limitation At any time prior to EME's obligations under each Closing, by written notice to Purchaser, Seller may supplement or amend any of the Schedules to the applicable Acquired Companies Annex to include thereon any matters that have arisen after the applicable Effective Date as a result of any actions or inactions of Seller or any of its Affiliates with respect to any of the applicable Acquired Companies, the applicable Project or the applicable Facility that are not prohibited by Section 6.20(b7.3, including any specific activities expected to be undertaken by Seller and its Affiliates during the Interim Period that is applicable to the Acquired Companies Acquisition as set forth on Schedule 7.3 to such Acquired Companies Annex. Any such Schedules that are supplemented or amended in accordance with this Section 7.7(a) shall be deemed so supplemented or amended for all purposes of this Agreement as if such matters were listed on such Schedules as of the applicable Effective Date. (b) In addition to the supplement or amendments to the Schedules made by Seller pursuant to Section 7.7(a), EME shall Seller may from time to time notify the Purchaser of any changes or additions to any of EME's the Schedules to this Agreement (including the EME Disclosure Schedule and applicable Acquired Companies Annex of which it has Knowledge that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty of Seller in Articles IV or V such that the Structure Chart contained applicable closing condition in Section 4.5(b3.6(a) of the EME Disclosure Schedule) by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions to any of the Schedules of EME until the Closingcannot be satisfied. No such updates made pursuant to this Section 6.20(a7.7(b) shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the applicable Effective Date nor, or for purposes of Section 8.2(a3.6(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein), the Closing Date, unless the Purchaser specifically agrees thereto in writing; provided, nor however, that if the applicable Closing shall any such notification be deemed to constitute or give rise to a waiver (whether express or implied) by occur despite the fact that Seller had notified Purchaser of any covenant changes or additions such that the applicable closing condition set forth in this Agreement. Without limiting the generality of the foregoingSection 3.6(a) could not be satisfied, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualtythen, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance. (b) The Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would (A) cause any representation or warranty given by them respectively notwithstanding anything in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Datecontrary (including Article X), (B) prevent any condition set forth in Article VIII from being satisfied no matters disclosed by Seller prior to the Outside Date and (ii) any material failure applicable Closing that constituted breaches of any one or more representations or warranties of Seller in Articles IV or V as of the Parties applicable Effective Date or their respective Affiliates or as of the applicable Closing Date shall be the basis for any of their respective Representatives, indemnification by Seller pursuant to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach of any Major Contract of which EME has KnowledgeSection 10.1(a).

Updating. (a) Without limitation At any time prior to EME's obligations under Closing, by written notice to Purchaser, Seller may supplement or amend any of the Schedules to include thereon any matters that have arisen after the Effective Date as a result of any actions or inactions of Seller and/or its Affiliates in respect of any of the Company, any Project or any Facility that are not prohibited by Section 6.20(b7.3, including any specific activities expected to be undertaken by Seller and its Affiliates during the Interim Period as set forth on Schedule 7.3. Any such Schedules that are supplemented or amended in accordance with this Section 7.7(a) shall be deemed so supplemented or amended for all purposes of this Agreement as if such matters were listed on such Schedules as of the Effective Date. (b) In addition to the supplements or amendments to the Schedules made by Seller pursuant to Section 7.7(a), EME shall Seller may from time to time notify the Purchaser of any changes or additions to any of EME's the Schedules to this Agreement (including the EME Disclosure Schedule and Acquired Companies Annex that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty of Seller in Articles IV or V or in the Structure Chart contained in Section 4.5(b) of the EME Disclosure Schedule) by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions to any of the Schedules of EME until the ClosingAcquired Companies Annex. No such updates made pursuant to this Section 6.20(a) 7.7 shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement or in the Acquired Companies Annex as of the Effective Date nor, or for purposes of Section 8.2(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein3.6(a), the Closing Date, unless the Purchaser specifically agrees thereto in writing; provided, nor shall any such notification be deemed to constitute or give rise to a waiver (whether express or implied) by the Purchaser of any covenant or condition set forth in this Agreement. Without limiting the generality of the foregoinghowever, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualtythat, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance. (b) The Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of if (i) the occurrence matter or non-occurrence of matters giving rise to any event whose occurrence such change or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof addition to the Schedules to the Acquired Companies Annex would, individually or collectively, cause the failure of one or more conditions to Closing Date, (B) prevent any condition set forth in Article VIII from being satisfied prior to Section 3.4 or Section 3.6(a) or (b) of the Outside Date Agreement or Part V of the Acquired Companies Annex and (ii) any material failure of any the Closing shall occur as a result of the Parties Purchaser’s waiving such conditions, then, notwithstanding anything to the contrary in the Agreement (including Article X) or their respective Affiliates this Annex, no such matter disclosed by Seller prior to the Closing that might constitute a breach of one or more representations or warranties of Seller in Articles IV or V of the Agreement, or in the Acquired Companies Annex, as of the Effective Date or as of the Closing Date shall be the basis for any Claim by Purchaser or any Purchaser Indemnified Party against Seller or any of their respective Representativesits Affiliates, including any Indemnification Claim pursuant to Article X, other than to the extent of any Losses incurred by any Purchaser Indemnified Party arising out of a Third Party Claim.” (n) The first sentence of Section 9.2(b) of the Agreement is hereby amended and restated in its entirety to read as follows: “Seller shall be responsible for and indemnify Purchaser against any Tax with respect to any applicable Acquired Company that is attributable to a Pre-Closing Taxable Period or to that portion of a Straddle Taxable Period that ends on the applicable Closing Date (including, as applicable, any adjustment in the amount of any item of income, gain, loss, deduction, or credit of any Acquired Company, or any distributive share thereof, to comply with the extent such adjustment results in an “imputed underpayment” as described in Code section 6225(b) or satisfy any covenantanalogous provision of state or local law); provided, condition however, that Seller shall not be liable for, and shall not indemnify Purchaser for, any liability for Taxes (i) that were included as a liability in calculating the applicable Post-Closing Working Capital Adjustment Payment; (ii) that were otherwise paid by Seller, (iii) that were recoverable from a Person other than the Purchaser or agreement to be complied with or satisfied by it hereunder the applicable Acquired Companies or (Civ) any material breach resulting from transactions or alleged material breach actions taken by Purchaser or the applicable Acquired Companies after the applicable Closing.” (o) Section 12.10 of any Major Contract of which EME has Knowledge.the Agreement is hereby amended and restated in its entirety to read as follows:

Updating. (a) Without limitation Each of the Company, NEP and the Class A Purchaser may from time to EME's obligations under Section 6.20(b), EME shall time notify the Class B Purchaser Representative of any changes or additions to the Disclosure Letter to reflect subsequent developments after the Execution Date or that may otherwise be necessary to correct any matter that would otherwise constitute a breach of EME's Schedules to this Agreement (including the EME Disclosure Schedule and the Structure Chart contained in Section 4.5(b) any representation or warranty of the EME Disclosure Schedule) by Company, NEP or the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but Class A Purchaser in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes Article III or additions to any of the Schedules of EME until the ClosingArticle IV. No such updates made pursuant to this Section 6.20(a) 5.07 shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the Effective Date nor, for purposes of Section 8.2(a2.04(b)(i), Section 2.10(a), Article VI or otherwise unless the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto) or Section 11.3(a)(i) (subject to the terms a majority of the second proviso contained thereinAdditional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto), the Closing Date, unless the Purchaser specifically as applicable) agrees thereto in writing; provided, nor shall any such notification be deemed to constitute or give rise to a waiver (whether express or implied) by the Purchaser of any covenant or condition set forth however, that, in this Agreement. Without limiting the generality of the foregoingeach case, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualty, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance. (b) The Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of if (i) the occurrence matter or non-occurrence of matters giving rise to any event whose occurrence such change or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof addition to the Closing DateDisclosure Letter would, (B) prevent any condition individually or collectively, cause the failure of one or more conditions set forth in Article VIII from being satisfied prior Section 2.03 or Section 2.04(b), with respect to the Outside Date Initial Closing, or in Section 2.09 or Section 2.10 with respect to the Additional Closing, as applicable, and (ii) any material failure of any the Initial Closing or Additional Closing shall occur, as applicable, as a result of the Parties Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto) or their respective Affiliates a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto), as applicable) waiving such conditions, then, notwithstanding anything to the contrary in this Agreement (including Article VI), no such matters disclosed by the Company, NEP or the Class A Purchaser, as applicable prior to such closing that might constitute breaches of one or more representations or warranties of the Company, NEP or the Class A Purchaser in Article III or Article IV as of the Execution Date or as of the Initial Closing Date or the Additional Closing Date, as applicable, shall be the basis for any indemnifiable claim by the Class B Purchasers or any Class B Purchaser Related Party against the Company, NEP or the Class A Purchaser, including any claim pursuant to Article VI, other than to the extent such indemnifiable claim arises out of their respective Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach of any Major Contract of which EME has Knowledgea Third-Party Claim.

Updating. (a) Without limitation At any time prior to EME's obligations under Closing, by written notice to Purchaser, Seller may supplement or amend any of the Schedules to include thereon any matters that have arisen after the Effective Date as a result of any actions or inactions of Seller and/or Affiliates in respect of any of the Company, any Project or any Facility that are not prohibited by Section 6.20(b7.3, including any specific activities expected to be undertaken by Seller and its Affiliates during the Interim Period as set forth on Schedule 7.3. Any such Schedules that are supplemented or amended in accordance with this Section 7.7(a) shall be deemed so supplemented or amended for all purposes of this Agreement as if such matters were listed on such Schedules as of the Effective Date. (b) In addition to the supplement or amendments to the Schedules made by Seller pursuant to Section 7.7(a), EME shall Seller may from time to time notify the Purchaser of any changes or additions to any of EME's the Schedules to this Agreement (including the EME Disclosure Schedule and Acquired Companies Annex that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty of Seller in Articles IV or V or in the Structure Chart contained in Section 4.5(b) of the EME Disclosure Schedule) by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions to any of the Schedules of EME until the ClosingAcquired Companies Annex. No such updates made pursuant to this Section 6.20(a) 7.7 shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement or in the Acquired Companies Annex as of the Effective Date nor, or for purposes of Section 8.2(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein3.6(a), the Closing Date, unless the Purchaser specifically agrees thereto in writing; provided, nor shall any such notification be deemed to constitute or give rise to a waiver (whether express or implied) by the Purchaser of any covenant or condition set forth in this Agreement. Without limiting the generality of the foregoinghowever, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualtythat, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance. (b) The Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of if (i) the occurrence matter or non-occurrence of matters giving rise to any event whose occurrence such change or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof addition to the Schedules to the Acquired Companies Annex would, individually or collectively, cause the failure of one or more conditions to Closing Date, (B) prevent any condition 873619.23-WILSR01A - MSW set forth in Article VIII from being satisfied prior to Section 3.4, or Section 3.6(a) or (b) of the Outside Date Agreement or Part V of the Acquired Companies Annex and (ii) any material failure of any the Closing shall occur as a result of the Parties Purchaser’s waiving such conditions, then, notwithstanding anything to the contrary in this Agreement (including Article X), no such matter disclosed by Seller prior to the Closing that might constitute a breach of one or their respective Affiliates more representations or warranties of Seller in Articles IV or V of the Agreement, or in the Acquired Companies Annex, as of the Effective Date or as of the Closing Date shall be the basis for any Claim by Purchaser or any Purchaser Indemnified Party against Seller or any of their respective Representativesits Affiliates, including any Indemnification Claim pursuant to comply with or satisfy any covenantArticle X, condition or agreement other than to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach the extent of any Major Contract Losses incurred by any Purchaser Indemnified Party arising out of which EME has Knowledgea Third Party Claim.” (k) Section 10.2(a)(ii) of the Agreement is hereby amended by adding the following to the end of such Section: “provided, however, that Seller’s obligation to indemnify Purchaser Indemnified Parties against any Losses incurred by any Purchaser Indemnified Parties arising out of or relating to the Excluded Liabilities shall terminate on the third (3rd) anniversary of the Closing Date;” (l) Section 10.2(a)(iii) of the Agreement is hereby amended by adding the following to the end of such Section: “provided, further, that this Section 10.2(a)(iii) shall not apply to any Losses incurred by any Purchaser Indemnified Parties arising out of or relating to the Excluded Liabilities;” (m) Section 10.2(a)(iv) of the Agreement is hereby amended by adding the following to the end of such Section: “provided, further, this Section 10.2(a)(iv) shall not apply to any Losses incurred by any Purchaser Indemnified Parties arising out of or relating to the Excluded Liabilities; and” (n) Section 10.2(a)(v) of the Agreement is hereby amended by adding the following to the end of such Section (but prior to the period (“.”)): “, and provided, further, that in no event shall Seller’s aggregate liability for Losses incurred by any Purchaser Indemnified Parties arising out of or relating to the Excluded Liabilities exceed the Schedule RS Amount” (o) Section 12.10 of the Agreement is hereby amended and restated in its entirety to read as follows:

Updating. (a) Without limitation With respect to EME's obligations under the Emerald Breeze Projects, at any time prior to Closing, by written notice to Purchaser, Seller may supplement or amend any of the Schedules to include thereon any matters that have arisen after the Effective Date as a result of any actions or inactions of Seller and/or its Affiliates in respect of any Emerald Breeze Project Company, any Emerald Breeze Project or any Facility (other than the Elk City Wind Facility, Sac County Wind Facility or ▇▇▇▇▇▇ Wind Facility) that are not prohibited by Section 6.20(b7.3, including any specific activities expected to be undertaken by Seller and its Affiliates during the Interim Period as set forth on Schedule 7.3. Any such Schedules that are supplemented or amended in accordance with this Section 7.7(a) shall be deemed so supplemented or amended for all purposes of this Agreement as if such matters were listed on such Schedules as of the Effective Date. (b) In addition to the supplements or amendments to the Schedules made by Seller pursuant to Section 7.7(a), EME shall Seller may from time to time notify the Purchaser of any changes or additions to any of EME's the Schedules to this Agreement (including the EME Disclosure Schedule and Acquired Companies Annex that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty of Seller in Articles IV or V or in the Structure Chart contained in Section 4.5(b) of the EME Disclosure Schedule) by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions to any of the Schedules of EME until the ClosingAcquired Companies Annex. No such updates made pursuant to this Section 6.20(a7.7(b) shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement or in the Acquired Companies Annex as of the Effective Date nor, or for purposes of Section 8.2(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein3.6(a), the Closing Date, unless the Purchaser specifically agrees thereto in writing; provided, nor shall any such notification be deemed to constitute or give rise to a waiver (whether express or implied) by the Purchaser of any covenant or condition set forth in this Agreement. Without limiting the generality of the foregoinghowever, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualtythat, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance. (b) The Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of if (i) the occurrence matter or non-occurrence of matters giving rise to any event whose occurrence such change or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof addition to the Schedules to the Acquired Companies Annex would, individually or collectively, cause the failure of one or more conditions to Closing Date, (B) prevent any condition set forth in Article VIII from being satisfied prior to Section 3.4 or Section 3.6(a) or (b) of the Outside Date Agreement or Part V of the Acquired Companies Annex and (ii) any material failure of any the Closing shall occur as a result of the Parties Purchaser’s waiving such conditions, then, notwithstanding anything to the contrary in the Agreement (including Article X) or their respective Affiliates the applicable Acquired Companies Annex, no such matter disclosed by Seller prior to the Closing that might constitute a breach of one or more representations or warranties of Seller in Articles IV or V of the Agreement, or in such Acquired Companies Annex, as of the Effective Date or as of the Closing Date shall be the basis for any Claim by Purchaser or any Purchaser Indemnified Party against Seller or any of their respective Representativesits Affiliates, including any Indemnification Claim pursuant to Article X, other than to the extent of any Losses incurred by any Purchaser Indemnified Party arising out of a Third Party Claim.” (q) The first sentence of Section 9.2(b) of the Agreement is hereby amended and restated in its entirety to read as follows: “Seller shall be responsible for and indemnify Purchaser against any Tax with respect to any applicable Acquired Company that is attributable to a Pre-Closing Taxable Period or to that portion of a Straddle Taxable Period that ends on the applicable Closing Date (including, as applicable, any adjustment in the RLF1 28114541v.2 916425.18B-WILSR01A - MSW amount of any item of income, gain, loss, deduction, or credit of any Acquired Company, or any distributive share thereof, to comply with the extent such adjustment results in an “imputed underpayment” as described in Code section 6225(b) or satisfy any covenantanalogous provision of state or local law); provided, condition however, that Seller shall not be liable for, and shall not indemnify Purchaser for, any liability for Taxes (i) that were included as a liability in calculating the applicable Post-Closing Working Capital Adjustment Payment; (ii) that were otherwise paid by Seller, (iii) that were recoverable from a Person other than the Purchaser or agreement to be complied with or satisfied by it hereunder the applicable Acquired Companies or (Civ) any material breach resulting from transactions or alleged material breach actions taken by Purchaser or the applicable Acquired Companies after the applicable Closing.” (r) Section 12.10 of any Major Contract of which EME has Knowledge.the Agreement is hereby amended and restated in its entirety to read as follows:

Updating. (a) Without limitation to EME's obligations under Section 6.20(b), EME Seller shall promptly notify the Purchaser Buyer of any changes change or additions to any of EME's Schedules to this Agreement (including the EME Disclosure Schedule and the Structure Chart contained in Section 4.5(b) of the EME Disclosure Schedule) by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions addition to any of the Schedules which to Seller’s Knowledge is reasonably necessary to correct any matter that would otherwise constitute a breach of EME until the Closingany representation or warranty in ARTICLE IV. No such updates made pursuant to this Section 6.20(a) shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the Effective Date noror for purposes of Section 3.3(e) or ARTICLE VII, unless Buyer specifically agrees thereto; provided that if Buyer has the right to, but does not elect to terminate this Agreement as a result of such breach of representation or warranty pursuant to Section 8.1(de) and the Closing occurs, then (i) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters set forth in such Schedule update or addition, (ii) such update or addition shall be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.1 with respect to the matters set forth in such Schedule update or addition. Notwithstanding the foregoing, any aforesaid change or addition to any of the Schedules to correct any matters that would otherwise constitute a breach of any representation or warranty in ARTICLE IV that is reasonably necessary because of an event or circumstance arising after Seller’s execution of this Agreement and on or before the execution hereof by the Mayor of the City of Gainesville pursuant to Section 9.17, (x) shall be deemed to be incorporated into and to supplement, amend and modify the Schedules and (y) shall not entitle Buyer to any indemnification under Section 7.1 in respect of the matters set forth in such Schedule update or addition; provided, however, that, if Buyer shall not have been notified of such change or addition prior to such time as the Mayor of the City of Gainesville shall have executed this Agreement pursuant to Section 9.17, then, for purposes of Section 8.2(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein3.3(e), the Closing Date, unless the Purchaser specifically agrees thereto in writing, nor such change or addition shall any such notification not be deemed to constitute or give rise to a waiver (whether express or implied) by the Purchaser of any covenant or condition set forth in this Agreement. Without limiting the generality of the foregoing, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualty, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear be incorporated into and to routine maintenance. (b) The Sellers supplement, amend and modify the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to Schedules unless the Closing Date, (B) prevent any condition set forth in Article VIII from being satisfied prior to the Outside Date and (ii) any material failure of any of the Parties or their respective Affiliates or any of their respective Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach of any Major Contract of which EME has Knowledgeoccurs.

Updating. (a) Without limitation Seller may from time to EME's obligations under Section 6.20(b), EME shall time notify the Purchaser of any changes or additions to any of EMESeller's Schedules to this Agreement (including the EME Disclosure Schedule and the Structure Chart contained in Section 4.5(b) Purchaser may from time to time notify Seller of the EME Disclosure Schedule) any changes or additions to any of Purchaser's Schedules to this Agreement by the delivery of updates thereofamendments or supplements thereto, if any, as of a reasonably current date prior to the Closing, but each Party shall in no any event at least once not earlier than ten (10) Business Days or later than five three (53) Business Days prior thereto so notify the other Party. Prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes no such notification, change, addition, amendment or additions to any of the Schedules of EME until the Closing. No such updates supplement made pursuant to this Section 6.20(a) 6.3 shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the Effective Date nor, for purposes of Section 8.2(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein), the Closing Datedate hereof, unless the Purchaser Party receiving such notification specifically agrees thereto in writing, nor shall any such notification be deemed considered to constitute or give rise to a waiver (whether express or implied) by the Purchaser either Party of any covenant condition set forth in this Agreement, any failure of any Party to satisfy any such condition or condition any breach of any representation or warranty set forth in this Agreement. Without limiting the generality of the foregoing, EME Seller shall notify the Purchaser reasonably promptly of the occurrence of (i) any material casualty, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, or any material adverse change in in, the physical condition of, any of the Project, subject to ordinary wear and tear and to routine maintenance, and (ii) any other material event reasonably likely to impair Seller's ability to perform its obligations under this Agreement. (b) The Sellers Seller shall deliver the Monthly Financial Report to Purchaser not later than fifteen (15) days following the last day of each calendar month. Seller shall prepare the Inventory Report, as of the last day of each calendar month consistent with Seller's current inventory practices, and Seller shall deliver the Inventory Report to Purchaser Partiesnot later than fifteen (15) days following the last day of each calendar month, provided that the first Inventory Report prepared and delivered pursuant to this sentence shall be prepared as of February 29, 2004 and shall be delivered not later than March 15, 2004. (c) Seller shall provide to Purchaser copies of all notices received by Seller or any of its Affiliates, or sent by Seller or any of its Affiliates, from or to any other party, as the case may be, under the Senior Loan Documents. (d) Purchaser shall notify each other promptly after becoming aware provide to Seller copies of (i) the occurrence or nonits publicly-occurrence of any event whose occurrence or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue or inaccurate in any material available regulatory filings with respect at any time from the date hereof to the Closing Date, (B) prevent any condition set forth in Article VIII from being satisfied prior to the Outside Date and (ii) any material failure of any of the Parties or their respective Affiliates or any of their respective Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach of any Major Contract of which EME has KnowledgeTransactions as made.

Updating. (a) Without limitation Each of the Company, NEP and the Class A Purchaser may from time to EME's obligations under Section 6.20(b), EME shall time notify the Class B Purchaser Representative of any changes or additions to Schedules D through H, J, K or the Disclosure Letter to reflect subsequent developments after the 869214.30-WILSR01A - MSW Execution Date or that may otherwise be necessary to correct any matter that would otherwise constitute a breach of EME's Schedules to this Agreement (including the EME Disclosure Schedule and the Structure Chart contained in Section 4.5(b) any representation or warranty of the EME Disclosure Schedule) by Company, NEP or the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but Class A Purchaser in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes Article III or additions to any of the Schedules of EME until the ClosingArticle IV. No such updates made pursuant to this Section 6.20(a) 5.07 shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the Effective Date nor, for purposes of Section 8.2(a2.04(b)(i), Section 2.10(a), Article VI or otherwise unless the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section II of Schedule A hereto) or Section 11.3(a)(i) (subject to the terms a majority of the second proviso contained thereinAdditional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section III of Schedule A hereto), the Closing Date, unless the Purchaser as applicable) specifically agrees thereto in writing; provided, nor shall any such notification be deemed to constitute or give rise to a waiver (whether express or implied) by the Purchaser of any covenant or condition set forth however, that, in this Agreement. Without limiting the generality of the foregoingeach case, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualty, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance. (b) The Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of if (i) the occurrence matter or non-occurrence matters giving rise to any such change or addition to Schedules D through H, J, K or the Disclosure Letter would, individually or collectively, cause the failure of any event whose occurrence one or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, (B) prevent any condition more conditions set forth in Article VIII from being satisfied prior Section 2.03 or Section 2.04(b), with respect to the Outside Date Initial Closing, or in Section 2.09 or Section 2.10 with respect to the Additional Closing, as applicable, and (ii) any material failure of any the Initial Closing or Additional Closing shall occur, as applicable, as a result of the Parties Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section II of Schedule A hereto) or their respective Affiliates a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section III of Schedule A hereto), as applicable) waiving such conditions, then, notwithstanding anything to the contrary in this Agreement (including Article VI), no such matters disclosed by the Company, NEP or the Class A Purchaser, as applicable prior to such closing that might constitute breaches of one or more representations or warranties of the Company, NEP or the Class A Purchaser in Article III or Article IV as of the Execution Date or as of the Initial Closing Date or the Additional Closing Date, as applicable, shall be the basis for any indemnifiable claim by the Class B Purchasers or any Class B Purchaser Related Party against the Company, NEP or the Class A Purchaser, including any claim pursuant to Article VI, other than to the extent arising out of their respective Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach of any Major Contract of which EME has Knowledgea Third-Party Claim.

Updating. (a) Without limitation Each Party shall, from time to EME's obligations under Section 6.20(b)time prior to the Closing by written notice to the other Party, EME shall notify supplement or amend the Purchaser of any changes or additions to any of EME's Schedules to this Agreement to correct any matter that constitutes a breach of any representation or warranty made by such Party in Article IV or Article V, as the case may be, as of the Agreement Date. In the event that at any time either Party supplements or amends any Schedule pursuant to this Section 6.13(a), such Party shall: (i) concurrently with a notice provided to the other Party containing such supplement or amendment, specifically identify and provide a detailed description (including the EME Disclosure Schedule any supporting information, materials and the Structure Chart contained in Section 4.5(bdata) of the EME Disclosure Schedule) by breach such supplement or amendment is proposed to cure reasonably sufficient to enable the delivery of updates thereof, if any, as of a reasonably current date prior other Party to make an informed decision with respect to the Closingconsequences of such b reach and (ii) promptly, but and in no any event later than five within two (52) Business Days prior of the request of the other Party, provide the other Party with any additional information, materials and data relating to such breach as may be reasonably requested by the other Party. Provided that the foregoing shall have been complied with, any such supplement or amendment shall, unless the other Party objects thereto in writing within a period of fifteen (15) Business Days after notice of such supplement or amendment, be deemed to cure, effective as of the Agreement Date, any applicable inaccuracy in such representation or warranty to the Closingextent (and only to the extent) such inaccuracy has been specifically detailed as provided above, provided that EME and to constitute a waiver by such other Party of any applicable breach of or default under this Agreement. Notwithstanding the foregoing, any such waiver shall continue not apply to deliver updates relating to subsequent changes the conditions set forth in Section 8.6 or additions Section 9.6 and no retroactive effect shall be given to any such supple ment or amendment for purposes of any determination as to the Schedules magnitude of, as the case may be, (1) any change in the Purchased Assets after the Agreement Date that, individually or in the aggregate with other such changes, has, or could reasonably be expected to have, a Seller Material Adverse Effect, or (2) any change in the business, assets, operations, property, performance or condition (financial or otherwise) of EME until Purchaser after the ClosingAgreement Date which, individually or in the aggregate with other such changes, has, or could reasonably be expected to have, a Purchaser Material Adverse Effect. No such updates In the event that the other Party does so object in writing, the applicable Schedule supplement or amendment made pursuant to this Section 6.20(a6.13(a) shall not be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of by the Effective Date norParty supplementing or amending such Schedule, for purposes of Section 8.2(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein), the Closing Date, unless the Purchaser specifically agrees thereto in writing, nor and shall any such notification not be deemed considered to constitute or give rise to a waiver (whether express or implied) by the Purchaser other Party of any covenant condition or condition obl igation set forth in this Agreement. (b) Each Party shall, from time to time prior to the Closing by written notice to the other Party, supplement or amend the Schedules to this Agreement with respect to any matter arising after the Agreement Date that, if existing at, or occurring on, the Agreement Date, would have been required to be set forth or described on any such Schedule. In the event that at any time either Party supplements or amends any Schedule pursuant to this Section 6.13(b), such Party shall: (i) concurrently with a notice provided to the other Party containing such supplement or amendment, specifically identify and provide a detailed description (including any supporting information, materials and data) of the breach such supplement or amendment is proposed to cure reasonably sufficient to enable the other Party to make an informed decision with respect to the consequences of such breach and (ii) promptly, and in any event within two (2) Business Days of the request of the other Party, provide the other Party with any additional information, materials and data relating to such breach as may be reasonably requested by the other Party. Any such supplement or amendment shall, effective immediately upon notice thereof to the other Party, be deemed to cure any applicable inaccuracy in such representation or warranty to the extent (and only to the extent) such inaccuracy has been specifically detailed as provided above, and any applicable breach of or default under this Agreement shall be deemed waived; provided that notwithstanding the foregoing, the foregoing waiver shall not apply to the conditions set forth in Section 8.6 or Section 9.6 and no retroactive effect shall be given to any such supplement or amendment for purposes of any determination as to the magnitude of, as the case may be, (1) any change in the Purchased Assets after the Agreement Date that, individually or in the aggregate with other such changes, has, or could reasonably be expected to have, a Seller Material Adverse Effect, or (2) any change in the business, assets, operations, property, performance or condition (financial or otherwise) of Purchaser after the Agreement Date which, individually or in the aggregate with other such changes, has, or could reasonably be expected to have, a Purchaser Material Adverse Effect. In the event that any Schedule to this Agreement is supplemented or amended pursuant to this Section 6.13(b), and the matter with respect to which such Schedule is supplemented or amended causes or results in an expense, fee or other type of cost to either Party, the Parties shall negotiate in good faith to determine how such expense, fee or other costs should fairly and reasonably be apportioned between the Parties. If the Parties are unable reasonably promptly to agree upon such apportionment of such expense, fee or other costs, the Parties' dispute with respect to such apportionment shall be resolved in accordance with the arbitration provisions of Section 11.6; provided, however, that if the Parties are unable reasonably promptly to agree upon such apportionment of such expense, fee or other costs, and such expense, fee or other costs must be paid prior to the Closing, the Parties shall, pending the Closing, share such expense, fee or other costs equally so as not to delay or prevent the Closing, subject to reimbursement of any overpayment following resolution of the Parties dispute in accordance with the arbitration provisions of Section 11.6. (c) Each Party shall notify the other Party promptly after becoming aware of any inaccuracy in or breach of any representation or warranty of such other Party under this Agreement. (d) Without limiting the generality of the foregoing, EME (i) Seller shall notify the Purchaser reasonably promptly of the occurrence of any material casualty, physical damage, destruction or physical loss respecting, orevent which, to the best Seller's Knowledge, could reasonably be expected to result in a Seller Material Adverse Effect, and (ii) Purchaser shall notify Seller promptly of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance. (b) The Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, (B) prevent any condition set forth in Article VIII from being satisfied prior to the Outside Date and (ii) any material failure of any of the Parties or their respective Affiliates or any of their respective Representativeswhich, to comply with or satisfy any covenantPurchaser's Knowledge, condition or agreement could reasonably be expected to be complied with or satisfied by it hereunder or (C) any material breach or alleged material breach of any Major Contract of which EME has Knowledgeresult in a Purchaser Material Adverse Effect.