Common use of Purchases Clause in Contracts

Purchases. Under this Agreement, the Company agrees to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under this Agreement(a) Dealer shall order and purchase Products and related goods from Manufacturer by written, the Company agrees purchase orders ("Purchase Orders"), which shall (i) be deemed to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with incorporate the terms and conditions of this Agreement including the following requirements: a. The Company shall make purchases whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a daily basis beginning on pro forma basis, with the commencement date invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms of this Agreement (see Paragraph 3, below) and shall make purchases daily through be null and void to the remainder of extent they vary from, conflict with or supplement the term terms of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable Purchase Orders will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and bind Manufacturer only to the extent necessary accepted by Manufacturer's written confirmation or delivery. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the event Company possesses no other reasonably comparable information and therefore needs such access right to collect such Accounts Receivableestablish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. Under (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the Company LC Bank agrees to purchase issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Supplier, and Seller from time to time from the Supplier agrees to sell and assign Closing Date to the CompanyFacility Termination Date; provided, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement including the following requirements: a. The Company that under no circumstances shall any Purchaser make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information Purchase (including, without limitation data contained in computer programslimitation, tapesany deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, discsas applicable, punch cardsif, data processing software and related property and rights) relating after giving effect to such Accounts Receivable Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and only the LC Participants. The Seller may, subject to the extent necessary requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event Company possesses no other reasonably comparable information be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and therefore needs each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such access reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to collect such Accounts Receivablethe excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. Under (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the Company LC Bank agrees to purchase issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Supplier, and the Supplier agrees Seller from time to sell and assign to the Company, the Supplier’s Accounts Receivable arising time from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existenceFacility Termination Date; provided, final settlement of the price between the Company and the Supplier that under no circumstances shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for Purchaser make any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information Purchase (including, without limitation data contained in computer programslimitation, tapesany mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, discsas applicable, punch cardsif, data processing software and related property and rights) relating after giving effect to such Accounts Receivable Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit or (iii) LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and only the LC Participants. The Seller may, subject to the extent necessary requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, in the event Company possesses the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to the conditions hereof, in an amount equal to the amount of such Reimbursement Obligation at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon fifteen (15) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Purchaser Group plus the related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments. The Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other reasonably comparable information requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and therefore needs until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such access to collect such Accounts Receivablepartial reduction. (d) As of each date a Periodic Report is delivered, the sum of the LC Participation Amount and the Aggregate Capital shall not be less than the Minimum Usage Amount.

Purchases. Under (a) (i) On the terms and subject to the conditions hereof, prior to the Non-Pro Rata Funding Termination Date, the Seller may, from time to time before the Facility Termination Date, (A)(I) first, request that PNC Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), request that its Related Committed Purchaser, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date until the Group Capital of the PNC Purchaser Group equals the Group Commitment of the PNC Purchaser Group and (II) second, if the Group Capital of the PNC Purchaser Group equals the Group Commitment of the PNC Purchaser Group, request that MUFG Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), request that its Related Committed Purchaser, make purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date (each such purchase or reinvestment described in clauses (A)(I) and (II) above is referred to herein as an “Ordinary Purchase”) and (B) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such issuance, together with each Ordinary Purchase, is referred to herein as a “Purchase”). For the avoidance of doubt and subject in all cases to Section 1.2(g), each Ordinary Purchase to be made hereunder on or after the date hereof and prior to the Non-Pro Rata Funding Termination Date shall be made and funded (x) entirely by the Purchasers in the PNC Purchaser Group, and not by the Purchasers in the MUFG Purchaser Group, until the Group Capital of the PNC Purchaser Group equals the Group Commitment of the PNC Purchaser Group and (y) with respect to any Ordinary Purchase or portion thereof to be made under this Agreement at any time when the Group Capital of the PNC Purchaser Group equals the Group Commitment of the PNC Purchaser Group, entirely by the Purchasers in the MUFG Purchaser Group, and not by the Purchasers in the PNC Purchaser Group. Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date in accordance with the foregoing and, on the terms of and subject to the conditions of this Agreement, the Company LC Bank agrees to purchase issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Adjusted Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Supplier, and the Supplier agrees Seller from time to sell and assign to the Company, the Supplier’s Accounts Receivable arising time from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existenceFacility Termination Date; provided, final settlement of the price between the Company and the Supplier that under no circumstances shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for Purchaser make any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information Purchase (including, without limitation data contained in computer programslimitation, tapesany mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, discsas applicable, punch cardsif, data processing software and related property and rights) relating after giving effect to such Accounts Receivable Purchase, the (A) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (I) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (II) the related LC Participant’s Adjusted Pro Rata Share of the face amount of any outstanding Letters of Credit, (B) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit or (C) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts ReceivableLC Participants.

Purchases. Under (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the Company LC Bank agrees to purchase issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Supplier, and the Supplier agrees Seller from time to sell and assign to the Company, the Supplier’s Accounts Receivable arising time from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existenceFacility Termination Date; provided, final settlement of the price between the Company and the Supplier that under no circumstances shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for Purchaser make any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information Purchase (including, without limitation data contained in computer programslimitation, tapesany mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, discsas applicable, punch cardsif, data processing software and related property and rights) relating after giving effect to such Accounts Receivable Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit or (iii) LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and only the LC Participants. The Seller may, subject to the extent necessary requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, in the event Company possesses the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to the conditions hereof, in an amount equal to the amount of such Reimbursement Obligation at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon fifteen (15) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Purchaser Group plus the related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments. The Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other reasonably comparable information requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and therefore needs until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such access to collect such Accounts Receivablepartial reduction. (d) As of each date a Weekly Report is delivered, the sum of the LC Participation Amount and the Aggregate Capital shall not be less than the Minimum Usage Amount.

Purchases. Under this Agreement, the Company agrees to purchase from the SupplierCSP, and the Supplier CSP agrees to sell and assign to the Company, the SupplierCSP’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier CSP on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier CSP shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables Accounts Receivable coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the SupplierCSP. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier CSP warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by SupplierCSP, Supplier CSP hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under this AgreementSubject to the satisfaction of the conditions set forth in Section 7.3, the Company agrees shall have the right, but not the obligation, to direct the Investor, from time to time from and after the Commencement Date, by its delivery to the Investor of a Purchase Notice, to purchase from the Supplierapplicable Purchase Notice Shares, not to exceed the applicable Purchase Notice Limit, at the applicable Purchase Price in accordance with this Agreement (each such purchase, a “Purchase”). The Purchase required under the applicable Purchase Notice shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Company may not, without the Investor’s prior written consent, deliver a Purchase Notice to the Investor if the Company shall have previously delivered a Purchase Notice, and the Supplier agrees applicable Purchase Settlement Date for such previous Purchase Notice shall not yet have occurred including the delivery of applicable Purchase Notice Shares as evidenced by the receipt of such Shares by the Investor as DWAC Shares. The Investor is obligated to sell accept each Purchase Notice prepared and assign to delivered by the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers Company in accordance with the terms of and subject to the satisfaction of the conditions of this Agreement including the following requirements: a. contained in Section 7.3. The Company shall make purchases on may not deliver a daily basis beginning Purchase Notice if the Closing Sale Price of the Common Stock on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through Trading Day immediately preceding the remainder Purchase Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof applicable Purchase Notice Limit, such Purchase Notice shall be owed by the Company void ab initio to the Supplier on the date such Account Receivable comes into existence, final settlement extent of the price between amount by which the Company Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, and the Supplier Investor shall be effected on a monthly basis as have no obligation to purchase such excess Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Notice Limit in such Purchase, subject to adjustments provided in Paragraph 5 with respect to all Receivables coming into existence during herein. Notwithstanding the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Twoforegoing, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for not deliver any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only Purchase Notices to the extent necessary in Investor during the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts ReceivablePEA Period.

Purchases. Under this Agreement, the Company agrees to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement Agreement, the Company’s tariff, the Commission-approved Joint Petition for Settlement of all Issues at Commission Docket No. P-2009-2099333 (the “Settlement”) and subsequent rules adopted by the Commission applicable to the Company’s purchase of Suppliers’ Accounts Receivable, including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see pursuant to Paragraph 3, 3 below) and shall make purchases daily through the remainder of the term of this Agreementagreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. aboveNotwithstanding anything in this Agreement to the contrary, (i) in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under , and (ii) in no circumstance case shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program Choice Service for the month being purchased. The Company shall acquire the Accounts Receivable for all of the accounts in the Supplier’s Customer Base, and the Company shall not make purchases of less than all of the Accounts Receivable originated by the Supplier; provided, however, that if the Supplier elects Billing Option 2 for all or a portion of its small commercial Choice accounts, then the Company shall purchase only the Accounts Receivable for the Supplier’s Accounts that are billed via Billing Option 2. The Supplier acknowledges that, pursuant to the Settlement, (x) the option for Supplier to elect Billing Option 1 or Billing Option 2 for all or a portion of its small commercial Choice accounts shall not be available until March 7, 2012, unless the Company authorizes an earlier effective date in its sole discretion, (y) the Supplier’s option to elect Billing Option 1 or Billing Option 2 for all or a portion of its accounts is solely limited to small commercial Choice Accounts, and (z) if Billing Option 2 is terminated by the Supplier’s election, the Supplier may not return to Billing Option 2 for such Customer accounts for one year following the election. c. The Supplier warrants that it has good title to all Accounts Receivable delivered to Company from time to time hereunder, and that such Accounts Receivable will shall be free and clear of all liens, encumbrances, and claims whatsoever, and that it will . The Supplier shall indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty.save d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by the Supplier, the Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under From time to time from and after the Commencement Date, subject to the satisfaction of all of the conditions set forth in Section 7.3 and in this AgreementSection 3.2, the Company agrees shall have the right, but not the obligation (other than as set forth in Section 3.1), to direct the Investor, by its delivery to the Investor of a Purchase Notice on a Purchase Exercise Date to purchase from the Supplierapplicable Purchase Share Amount, not to exceed the applicable Purchase Maximum Amount, at the applicable Purchase Price therefor in accordance with this Agreement (each such purchase, a “Purchase”). The Company may deliver a Purchase Notice to the Investor on a Purchase Exercise Date, provided that (i) the Company may not deliver more than one Purchase Notice to the Investor on any single Trading Day, (ii) the Company may not deliver a Purchase Notice to the Investor on any Trading Day during the period commencing on the Purchase Exercise Date on which a prior Purchase Notice has previously been delivered by the Company to the Investor hereunder, and ending on the Supplier agrees applicable Purchase Settlement Date or such later Trading Day on which the Investor shall have received all of the Shares subject to sell such prior Purchase Notice as DWAC Shares, and assign (iii) all Shares subject to all prior Purchase Notices previously delivered by the Company to the Investor have in fact been received by the Investor as DWAC Shares prior to the Company, ’s delivery of such Purchase Notice to the Supplier’s Accounts Receivable arising from gas commodity sales Investor on such Purchase Exercise Date. The Investor is obligated to its Customers accept each Purchase Notice prepared and delivered by the Company in accordance with the terms of and conditions of this Agreement including subject to the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder satisfaction of the term of conditions contained in this Agreement. Although If the price Company delivers any Purchase Notice directing the Investor to purchase a Purchase Share Amount in excess of the applicable Purchase Maximum Amount, such Purchase Notice shall be void ab initio to the extent of the amount by which the Purchase Share Amount set forth in such Purchase Notice exceeds such applicable Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Maximum Amount in such Purchase. At or prior to 7:00 p.m., New York City time, on the last Trading Day of the applicable Purchase Valuation Period for each Account Receivable coming into existence after Purchase, the date hereof Investor shall provide to the Company a written confirmation for such Purchase (each, a “Purchase Confirmation”) setting forth the applicable Purchase Price per Share to be owed paid by the Company to the Supplier on the date Investor in such Account Receivable comes into existencePurchase, final settlement of the price between the Company and the Supplier shall total aggregate Purchase Price to be effected on a monthly basis as provided paid by the Investor for the total Purchase Share Amount purchased by the Investor in Paragraph 5 with respect to all Receivables coming into existence during such Purchase. Notwithstanding the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Twoforegoing, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for not deliver any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only Purchase Notices to the extent necessary in Investor during the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts ReceivablePEA Period.

Purchases. Under The Company shall have the right, but not the obligation, to direct the Investor, from time to time after the Commencement Date, by its delivery to the Investor of a Purchase Notice, to purchase the applicable Purchase Notice Shares, not to exceed the applicable Purchase Notice Limit, at the applicable Purchase Price in accordance with this AgreementAgreement (each such purchase, a “Purchase”). The wire for the applicable Purchase Notice shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Investor is obligated to accept each Purchase Notice prepared and delivered by the Company agrees to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms of and conditions of this Agreement including subject to the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder satisfaction of the term of conditions contained in this Agreement. Although The Company may not deliver a Purchase Notice if the price for each Account Receivable coming into existence after Closing Sale Price of the date hereof Common Stock on the Trading Day immediately preceding the Purchase Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be owed by the Company void ab initio, solely to the Supplier on the date such Account Receivable comes into existence, final settlement extent of the price between amount by which the Company Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, and the Supplier Investor shall be effected on a monthly basis as have no obligation to purchase such excess Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Notice Limit in such Purchase, subject to adjustments provided in Paragraph 5 with respect to all Receivables coming into existence during herein. Notwithstanding the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Twoforegoing, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for not deliver any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only Purchase Notices to the extent necessary in Investor during the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts ReceivablePEA Period.

Purchases. Under this AgreementAll purchases of goods, supplies and services required in connection with the Operation of the Hotel (“Hotel Purchases”) shall be made by the Operator through one or more of the following (each a “Procuring Party”) (i) Operator’s corporate departments, (ii) Operator’s Affiliates or (iii) any non- Affiliate purchasing or brokering service, specifically including, without limitation, Avendra (in which Operator or an Affiliate of Operator currently owns a minority interest), provided that the aggregate cost to the Owner (including the Purchasing Fee) of any Hotel Purchase shall not be in excess of the costs that a third party would charge on a competitive basis for goods, supplies and services of comparable quality and character (the “Comparable Aggregate Cost Test”). All Hotel Purchases shall be subject to the following provisions: (a) the Operator shall have the right to arrange any Hotel Purchase, directly or indirectly, through any Procuring Party or, in Operator’s sole discretion, directly with any vendor on a direct purchase basis in accordance with specifications and purchasing standards adopted by the Operator from time to time; (b) the Operator shall have the right to charge the Owner for all Hotel Purchases purchased through any Procuring Party, the Company agrees price paid by the Procuring Party for such goods, supplies and services plus any purchasing fee charged by such Procuring Party and described in the Annual Budget (the “Purchasing Fee”), provided that the prices and Purchasing Fee are no less favorable than those generally charged to purchase from other Operator Hotels by such Procuring Party; (c) the SupplierOperator may retain rebates, sponsorship fees, discounts and similar considerations on Hotel Purchases made by a Procuring Party that is either a corporate department of the Supplier agrees Operator or an Affiliate of the Operator, provided that all Hotel Purchases with respect to sell and assign which such considerations are made nevertheless satisfy the Comparable Aggregate Cost Test. Non-Affiliate Procuring Parties may retain rebates or discounts on Hotel Purchases made by such Procuring Party; (d) the amounts charged to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales Owner with respect to its Customers all Hotel Purchases (determined in accordance with the terms provisions of Sections 3.8(a) and conditions (b)) shall be Operating Expenses of this Agreement including the following requirements: a. The Company shall make purchases on a daily basis beginning on Hotel (except to the commencement date of this Agreement (see Paragraph 3, belowextent such expenses constitute Capital Expenditures or are otherwise excluded from treatment as Operating Expenses pursuant to Section 9.6) and shall make purchases daily through be paid by the remainder of the term Owner as provided herein; and (e) notwithstanding any other provision of this Agreement. Although Section 3.8 to the price for each Account Receivable coming into existence after the date hereof contrary, (i) all Hotel Purchases involving goods, supplies and services identified with any Operator Names or Operator Symbols shall be owed purchased from or through a Procuring Party for such purpose, provided that the prices and terms thereof are no less favorable than those generally charged to other Operator Hotels by the Company such Procuring Party (allowing for regional variation in pricing due to the Supplier on the date such Account Receivable comes into existencescarcity, final settlement of the price between the Company delivery costs, and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 other factors that reasonably vary with region); and (ii) with respect to all Receivables coming into existence during major Hotel Purchases involving Furniture, Fixtures and Equipment or Capital Improvements (other than “consumables” and categories of items necessary to ensure consistency with other Operator Hotels, including Operating Equipment or Operating Supplies displaying Operator Names or Operator Symbols), (A) the most recently completed billing cycle for each particular Customer. For illustration purposes onlyOperator shall seek competitive bids and (B) the Owner may purchase such goods or services independently, if a Customer’s billing cycle is the fifteenth (15th) day of Month One subject to the fifteenth (15th) day Operator’s approval of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective quality and character of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer goods or Customers who did not participate in the Customer CHOICESM program for the month being services purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under this Agreement(a) On each Business Day on and after the Effective Date and prior to the Termination Date (except during a Suspension Period), the Company agrees Seller shall, without any further action by itself or any other Person, sell, transfer, assign, set over and otherwise convey to purchase from the SupplierGotham (and shall be deemed to have sold, transferred, assigned, set over and otherwise confirmed to Gotham), without further action by itself or any other Person, and the Supplier agrees Gotham shall (but in each case subject to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions hereof, including without limitation Section 2.01) purchase from SCI, without recourse (except as specifically provided herein), (but not in excess of the Facility Amount), all right, title and interest of SCI in, to and under its Receivables created subsequent to the last sale, if any, hereunder and which Receivables are not securing Loans which have become Non-Recourse and are not Defaulted Receivables, together with all monies due or to become due and all amounts received with respect thereto and all Related Security in respect thereof. Each Purchase shall be in an Available Amount, and the Purchase Price shall be paid either (x) by Gotham upon one Business Day's notice from SCI or (y) by applying Collections on Purchased Receivables. (b) SCI shall deliver to Gotham on the Effective Date and on each Settlement Date a duly executed and appropriately completed Confirming Assignment (each, a "Confirming Assignment") in substantially the form of Exhibit H hereto. Failure to deliver any such Confirming Assignment shall not limit or otherwise affect the absolute conveyance of the Receivables pursuant to Subsection (a) above. (c) In connection with each sale hereunder, SCI further agrees, at its own expense: (x) on or prior to the date of such sale to indicate in its computer files (by customer number or otherwise) that the Receivables being sold on such date have been transferred to Gotham pursuant to this Agreement including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement and (see Paragraph 3, belowy) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis on each Reporting Date, to generate a computer list identifying (in such detail as provided is reasonably requested from time to time by Gotham) each of the Purchased Receivables. The computer list(s) referred to in Paragraph 5 with respect the preceding clause (y) shall be held in trust for Gotham in separate containers (prominently marked to reflect the foregoing) and in safe places; and copies of such computer lists shall, at the request of Gotham, be delivered to, or upon direction of, Gotham. The same shall be at all Receivables coming into existence during times open to inspection and audit by Gotham, its agents and representatives. During the most recently completed billing cycle for each particular Customer. For illustration purposes onlycontinuance of a Termination Event, if a Customer’s billing cycle is all such list(s) shall, at the fifteenth request of Gotham, be delivered to, or upon the direction of, Gotham. (15thd) day of Month One At any time prior to the fifteenth (15th) day of Month TwoTermination Date, in Month TwoSCI may, upon 2 Business Days prior notice, deliver to the Company shall pay for those Customer’s Accounts Receivable Agent from time to time a written notice stating that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior SCI wishes temporarily to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title suspend its obligation to all Accounts Receivable delivered sell additional Receivables to Company hereunderGotham, and that Gotham's obligation to purchase additional Receivables, under this Agreement (a "Suspension Notice"). The period during which any such Accounts Receivable will be free Suspension Notice remains in effect is sometimes herein referred to as a "Suspension Period." Each Suspension Period shall remain in effect from and clear including the second Business Day following the Business Day on which the Agent receives the applicable Suspension Notice until the earlier of all liens(i) the second Business Day after the Business Day on which the Agent receives written notice from SCI cancelling such Suspension Notice, encumbrancesor (ii) the sixtieth day after the effective date of such Suspension Period (or if such day is not a Business Day, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out then the next succeeding Business Day). Delivery of a breach of such warranty. d. Although it is Suspension Notice shall not diminish, impair or delay the intent of this Agreement to interfere with or otherwise compromise the confidential nature time for performance of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only obligations of any party hereunder except to the extent necessary expressly provided in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivablefirst sentence of this paragraph (d).

Purchases. Under this AgreementOn the date of the initial purchase hereunder, the Company agrees to purchase from the SupplierOriginator shall sell, transfer, assign and the Supplier agrees to sell and assign convey to the CompanyBuyer all Receivables owned by the Originator as of the close of business on the Business Day immediately preceding such Purchase Date (other than Receivables constituting Contributed Receivables pursuant to Section 2.03). The Originator shall, on each Business Day occurring thereafter prior to the Facility Termination Date, sell, transfer, assign and convey to the Buyer all Receivables owned by the Originator as of the close of business on the immediately preceding Business Day (other than Receivables constituting Contributed Receivables pursuant to Section 2.03 or the portion of Receivables (which may be the entire amount of a Receivable) deemed Contributed Receivables pursuant to this Section 2.02(a)). On each Purchase Date, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers Buyer shall, upon satisfaction of the applicable conditions set forth in accordance with Article III, pay the terms and conditions of this Agreement including purchase price (the “Purchase Price”) for such purchase in the following requirementsmanner: a. The Company shall make purchases on (i) First, in cash to the extent the Buyer has cash available therefor (and such payment is not prohibited under the Receivables Agreement) by the deposit of such amount in same day funds to such account(s) as may be designated by the Originator. To the extent that funds are not paid at the time a daily basis beginning on Receivable is transferred, such Transferred Receivable will be deemed a Contributed Receivable.; and (ii) Second, to the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder extent that any portion of the term of this Agreement. Although the price for each Account Receivable coming into existence Purchase Price remains unpaid after the date hereof shall be owed by the Company giving effect to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis amount paid in cash by Buyer as provided in Paragraph 5 with respect clause (i) above, the principal amount of the Subordinated Note payable to all Receivables coming into existence during the most recently completed billing cycle Originator shall be increased by an amount equal to the lesser of (x) the unpaid portion of the Purchase Price and (y) the maximum amount that could be added to the principal amount of the Subordinated Note at such time without rendering Buyer’s Net Worth less than the Required Capital Amount; provided that in no event will the principal amount of the Subordinated Note be increased pursuant to this clause (ii) to an amount in excess of the maximum amount that may be borrowed by the Originator under any Subordinated Note Financing. If any portion of the Purchase Price for each particular Customera Receivable remains unpaid after giving effect to clauses (i) and (ii) above, such Receivable will, to the extent of the portion thereof corresponding to such unpaid Purchase Price, be (x) contributed by the Originator to the Buyer as a capital contribution (in lieu and in extinguishment of such unpaid Purchase Price) on such date automatically and without further action, at which time Buyer shall own same and (y) deemed a Contributed Receivable (and, to such extent, not constitute a Purchased Receivable). For illustration purposes onlythe avoidance of doubt and in any event, if a Customer’s billing cycle is each Receivable (whether purchased with cash and/or an increase in the fifteenth (15th) day principal amount of Month One the Subordinated Note and/or contributed, in whole or in part, to the fifteenth (15thcapital of the Buyer as aforesaid) day of Month Two, shall constitute a Transferred Receivable. References in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with a purchase or otherwise compromise contribution of a Receivable will include a purchase and contribution, in whole or in part, of such Receivable as provided in this Section 2.02(a), unless the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivablecontext requires otherwise.

Purchases. Under this Agreement, the Company (a) The Purchaser hereby unconditionally and irrevocably agrees to purchase from the Supplier, Company up to $5,000,000 of Common Stock ("Common Stock") in one or more Tranches on and the Supplier agrees subject to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions provided this Section 2.2. (b) Commencing on or before the Effective Date, the Company may give a notice (a "Put Notice") to the Purchaser, with a copy to the Escrow Agent. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date" The Put Notice shall specify the dollar amount (the "Put Amount") of the Common Stock to be purchased by the Purchaser (which amount shall be not be less than one hundred thousand dollars ($100,000) and not more than five hundred thousand dollars ($500,000) in any given Put Notice). (c) Except as specifically provided in this Section 2.3, the purchase and sale of Additional Common Stock effected on each Additional Closing Date shall be conducted as if it were the transactions referred to in the Transaction Agreements (other than this Section 2.3). By way of illustration, and not in limitation, of the foregoing, each of the Company and the Purchaser shall be deemed to have made all of the representation, warranties and covenants set forth in the Transaction Agreements as of the Additional Common Stock, and the terms of the Registration Rights Agreement will apply to the Additional Common Stock and the related Warrants. Specifically, the Company acknowledges its obligation to register the Registrable Securities applicable to each Additional Put independent of any other effective registration applicable to Registrable Securities relating to prior Common Stock and related Warrants purchased on any prior Closing Date. (d) It shall be a condition to the Company's right to issue a Put Notice that, as of the Put Notice Date and the relevant Additional Closing Date, (A) the Registration Statement or Statements required to be filed under the Registration Rights Agreement for all Registrable Securities relating to Common Stock and related Warrants purchased prior to the Additional Closing Date contemplated by the current Put Notice shall have been declared effective and shall continue to be effective, (B) the Registration Rights Agreement shall continue to be in full force and effect and be applicable to the filing of and effectiveness of the registration of the sale of shares of Common Stock issuable upon conversion of the Additional Common Stock and upon the exercise of the Warrants issued in connection with the closing of the Additional Common Stock (and the Company's issuance of the Additional Common Stock shall constitute the Company's confirmation thereof as of such date) , and (C) the representations and warranties of the Company contained in Article 4 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Common Stock shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Common Stock shall constitute the Company's making such representation and warranty as of such date). (e) It shall be a condition to the Company's right to issue a Put Notice that, as of each Closing Date, the Put Amount shall not exceed two hundred percent (200%) of the average Trading Volume for the twenty (20) consecutive trading days ending the day before the relevant Closing Date. (f) Except to the extent specifically contemplated by the provisions of this Agreement including Section, the following requirements:closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the closing held on the Initial Closing Date. a. (g) The Purchaser's obligations under this Section 2.2 shall terminate eighteen (18) months after the Initial Closing Date. (h) The Company shall make purchases on is only required to issue Put Notices totaling a daily basis beginning on the commencement date minimum of this Agreement one million dollars (see Paragraph 3, below$1,000,000) and shall make purchases daily through the remainder of Common Stock during the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by Should the Company not desire to issue any further Put Notices under this Agreement, then it shall give notice of such to the Supplier on Purchaser, with a copy to the date such Account Receivable comes into existence, final settlement of the price between the Company Escrow Agent and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month TwoShare Escrow Agent under this Agreement. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under this Agreement, From and after the Company agrees Closing Date and until the Facility Termination Date and subject to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions hereof, the Conduit Purchaser and the Committed Purchaser severally agree to purchase Purchaser Interests (each such purchase hereunder, a "Purchase") from the Seller from time to time and the Seller agrees to sell such Purchaser Interests to the Purchasers. The obligation of this Agreement including the following requirements: a. Conduit Purchaser to make Purchases hereunder shall be from the Closing Date until the occurrence of a Committed Purchaser Funding Event. The Company obligation of the Committed Purchaser to make Purchases hereunder shall be from and after the occurrence of a Committed Purchaser Funding Event until the Facility Termination Date. Under no circumstances shall a Purchaser make purchases on any Purchase if, after giving effect thereto, a daily basis beginning on Purchase Excess would exist. Each purchase of undivided percentage ownership interests in the commencement date Transferred Receivables by the Purchasers hereunder shall consist of either (a) a purchase made by the applicable Purchaser with new funds provided by such Purchaser (each, a "Capital Purchase") or (b) a purchase made by the applicable Purchaser with funds consisting of Collections allocated to the Purchaser Interests pursuant to the terms of this Agreement (see Paragraph 3each, below) and shall make purchases daily through a "Reinvestment Purchase"). On each Business Day following the remainder of Closing Date until the term of this Agreement. Although the price for Facility Termination Date, but subject to Section 3.2 hereof, each Account Receivable coming into existence after the date hereof Purchaser holding a Purchaser Interest at such time shall be owed by automatically deemed to have made a Reinvestment Purchase with the Company amount of funds to be distributed to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect Seller pursuant to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes onlySection 6.3(c), if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Twoany. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under this Agreement, the Company (a) The Purchaser hereby unconditionally and irrevocably agrees to purchase from the Supplier, Company up to $15,000,000 of Common Stock (the "Commitment") in one or more tranches on and the Supplier agrees subject to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions provided this Section 2.2. (b) Commencing on or after the Effective Date, the Company may give a notice (a "Put Notice") to the Purchaser, with a copy to the Escrow Agent. The Put Notice shall specify the dollar amount (the "Put Amount") of this Agreement including the following requirements: a. The Company Common Stock to be purchased by the Purchaser (which amount shall make purchases on a daily basis beginning on the commencement date of this Agreement be not be less than one hundred fifty thousand dollars (see Paragraph 3, below$150,000) and not more than five million dollars ($5,000,000) in any given Put Notice). (c) Except as specifically provided in this Section 2.3, the purchase and sale of Additional Shares effected on each Additional Closing Date shall make purchases daily through be conducted as if it were the remainder transactions referred to in the Transaction Agreements (other than Section 2.3 hereof). By way of illustration, and not in limitation, of the term foregoing, each of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier Purchaser shall be effected on deemed to have made all of the representations, warranties and covenants set forth in the Transaction Documents as of the Additional Closing Date. (d) It shall be a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One condition to the fifteenth Company's right to issue a Put Notice that, as of the Put Notice Date and the relevant Additional Closing Date, (15thA) the Registration Statement or Statements for all Securities purchased prior to the Additional Closing Date contemplated by the current Put Notice shall have been declared effective and shall continue to be effective (the "Registration Statement") and (B) the representations and warranties of the Company contained in Article 4 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Common Stock shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Shares (and the Company's issuance of the Additional Common Stock shall constitute the Company's making such representation and warranty as of such date). (e) As of each Put Notice Date and Closing Date, the minimum Put Amount shall not be less than one hundred fifty thousand dollars ($150,000) and the maximum Put Amount shall not exceed the lesser of two hundred percent (200%) of the average Trading Volume for the twenty (20) consecutive trading days ending the day before the relevant Put Notice and Closing Date, or $5,000,000. (f) Except to the extent specifically contemplated by the provisions of Month Twothis Section, in Month Twoeach Additional Closing shall be conducted upon the same terms and conditions as those applicable to the closing held on the Initial Closing Date. (g) The Purchaser's obligations under this Section 2.2 shall terminate at the later of (i) twelve (12) months after the Initial Closing Date, or (ii) the date at which the Company has sold $15,000,000 worth of Common Stock to the Purchaser, provided, however, that the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Twobe entitled to one automatic twelve (12) month extension if at least twenty percent (20%) (i.e. $3,000,000) of the Commitment is drawn down during the first six (6) months from the Effective Date. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under this Agreement, the Company (a) The Purchaser hereby unconditionally and irrevocably agrees to purchase from the Supplier, Company up to ten million dollars ($10,000,000) of Common Stock ("Common Stock") in one or more tranches on and the Supplier agrees subject to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions provided in this Section 2.2. (b) Commencing on or after the Effective Date, the Company may give a notice (a "Put Notice") to the Purchaser, with a copy to the Escrow Agent. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date" The Put Notice shall specify the dollar amount (the "Put Amount") of this Agreement including the following requirements: a. The Company Common Stock to be purchased by the Purchaser (which amount shall make purchases on a daily basis beginning on the commencement date of this Agreement be not be less than one hundred thousand dollars (see Paragraph 3, below$100,000) and not more than one million dollars ($1,000,000) in any given Put Notice). (c) Except as specifically provided in this Section 2.2, the purchase and sale of Additional Shares effected on each Additional Closing Date shall make purchases daily through be conducted as if it were the remainder transactions referred to in the Transaction Documents (other than this Section 2.3). By way of illustration, and not in limitation, of the term foregoing, each of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier Purchaser shall be effected on a monthly basis deemed to have made all of the representations, warranties and covenants set forth in the Transaction Documents as provided in Paragraph 5 with respect to all Receivables coming into existence during of the most recently completed billing cycle for each particular Customer. For illustration purposes onlyAdditional Closing Date, if a Customer’s billing cycle is and the fifteenth (15th) day terms of Month One the Registration Rights Agreement will apply to the fifteenth (15th) day of Month Two, in Month TwoAdditional Shares and the related Additional Warrants. Specifically, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Twoacknowledges its obligation to register the Registrable Securities applicable to each additional Put Notice independent of any other effective registration applicable to Registrable Securities relating to prior Common Stock and related Warrants purchased on any prior Closing Date. b. Irrespective (d) It shall be a condition to the Company's right to issue a Put Notice that, as of Paragraph a. abovethe Put Notice Date and the relevant Additional Closing Date, (A) the Registration Statement or Statements required to be filed under the Registration Rights Agreement for all Registrable Securities relating to Common Stock and related Warrants purchased prior to the Additional Closing Date contemplated by the current Put Notice shall have been declared effective and shall continue to be effective, (B) the Registration Rights Agreement shall continue to be in no case full force and effect and be applicable to the filing of and effectiveness of the registration of the sale of the Additional Shares and upon the exercise of the Warrants issued in connection with the closing of the Additional Shares (and the Company's issuance of the Additional Shares shall constitute the Company's confirmation thereof as of such date) , and (C) the representations and warranties of the Company purchase contained in Article 4 hereof shall be true and correct in all material respects (and the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with Company's issuance of the Supplier. Under Additional Shares shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no circumstance shall material adverse changes (financial or otherwise) in the business or conditions of the Company purchase from the Accounts Receivable for any Customer or Customers who did Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Shares shall constitute the Company's making such representation and warranty as of such date). (e) It shall be a condition to the Company's right to issue a Put Notice that, as of each Closing Date, the Put Amount shall not participate in exceed the Customer CHOICESM program lesser of two hundred percent (200%) of the average Trading Volume for the month being purchasedtwenty (20) consecutive trading days ending the day before the relevant Closing Date, or one million dollars ($1,000,000). c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rightsf) relating to such Accounts Receivable and only Except to the extent necessary in specifically contemplated by the event provisions of this Section, each Additional Closing shall be conducted upon the same terms and conditions as those applicable to the closing held on the Initial Closing Date. (g) The Purchaser's obligations under this Section 2.2 shall terminate at the later of (i) eighteen (18) months after the Initial Closing Date, or (ii) the date at which the Company possesses has sold ten million ($10,000,000) dollars of Common Stock to the Purchaser, provided however, that the Purchaser's obligations shall terminate no other reasonably comparable information and therefore needs such access to collect such Accounts Receivablelater than twenty-four (24) months after the Initial Closing Date.

Purchases. Under The Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice, to purchase the applicable Purchase Notice Shares, not to exceed the applicable Purchase Notice Limit, at the applicable Purchase Price in accordance with this AgreementAgreement (each such purchase, a “Purchase”). The wire for the applicable Purchase Notice shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Investor is obligated to accept each Purchase Notice prepared and delivered by the Company agrees to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms of and conditions of this Agreement including subject to the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder satisfaction of the term of conditions contained in this Agreement. Although The Company may not deliver a Purchase Notice if the price for each Account Receivable coming into existence after Closing Sale Price of the date hereof Common Stock on the Trading Day immediately preceding the Purchase Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be owed by the Company void ab initio to the Supplier on the date such Account Receivable comes into existence, final settlement extent of the price between amount by which the Company Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, and the Supplier Investor shall be effected on a monthly basis as have no obligation to purchase such excess Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Notice Limit in such Purchase, subject to adjustments provided in Paragraph 5 with respect to all Receivables coming into existence during herein. Notwithstanding the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Twoforegoing, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for not deliver any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only Purchase Notices to the extent necessary in Investor during the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts ReceivablePEA Period.

Purchases. Under this Agreement, the Company agrees to MASTER DEALER and its DESIGNATED DEALERS may order and purchase --------- AUTHORIZED PRODUCTS from the Supplier, TAIS. The orders and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers purchases shall be in accordance with the terms and conditions of this Agreement including and in accordance with such other terms, conditions and procedures that may be set forth by TAIS from time to time. Such other terms, conditions and procedures may be set forth by TAIS in written communication, such as dealer manuals, bulletins, letters, or the like. Without limiting the generality of the foregoing, the following requirementsterms will be deemed incorporated in all orders by MASTER DEALER and its DEALERS and TAIS' acceptance of such orders is expressly made conditioned on the following: a. (a) All list prices are subject to change by TAIS without notice, except that TAIS shall use its best efforts to give thirty (30) days prior notice to MASTER DEALER of price increases. (b) All prices, unless otherwise specified, shall not include any applicable Federal, state or local sales, excise, use or similar taxes, all of which shall be the responsibility of MASTER DEALER. (c) All prices are F.O.B. point of shipment. TAIS shall be deemed to have delivered all AUTHORIZED PRODUCTS and related goods at point of shipment. All risk of loss or damage shall pass to MASTER DEALER or it's DESIGNATED DEALERS at the point of shipment. MASTER DEALER or its DESIGNATED DEALERS shall bear all costs of freight, freight insurance and associated costs. Within thirty (30) days after receipt of any AUTHOIRZED PRODUCTS, MASTER DEALER or it's DESIGNATED DEALERS shall notify TAIS, in writing, of any shortage, damage or defects in such AUTHORIZED PRODUCTS and failure to do so shall constitute a waiver of all claims against TAIS arising out of such shortage, damage or defects. (d) The Company shall make purchases "Fiscal Year Quota For Period" listed on Schedule "C" will be used to determine MASTER DEALER's sales discount from the TAIS DEALER price list for AUTHORIZED PRODUCTS in accordance with TAIS' standard sales discount policy as set forth in Schedule "D" hereto, but TAIS may, at its sole and absolute discretion, adjust a daily basis beginning MASTER DEALER's initial sales discount based on the commencement date MASTER DEALER's past sales performance. (e) TAIS will invoice the MASTER DEALER and its DESIGNATED DEALERS and the MASTER DEALER and its DESIGNATED DEALERS shall pay TAIS, in accordance with such payment and credit terms as are established by TAIS from time to time in TAIS' sole discretion. TAIS reserves the right to revoke at any time any credit extended to the MASTER DEALER or its DESIGNATED DEALERS because of the failure to pay for any goods when due or for any other reason deemed good and sufficient by TAIS. (f) If MASTER DEALER or its DESIGNATED DEALERS fail to pay TAIS in accordance with the payment and credit terms established by TAIS, then such failure shall constitute a material default of this Agreement and TAIS may refuse to make any further deliveries of AUTHORIZED PRODUCTS, may at its option accelerate and deem immediately due all sums MASTER DEALER or its DESIGNATED DEALERS owe to TAIS and may assert any other legal right against MASTER DEALER or its DESIGNATED DEALERS permitted by law or set forth in the payment or credit terms established by TAIS, including but not limited to the payment of interest to TAIS on past invoices. MASTER DEALER and its DESIGNATED DEALERS shall indemnify and hold harmless TAIS against all interest and costs of collection, including, but not limited to, expenses and attorney fees. (see Paragraph 3g) Delivery dates given by TAIS for orders for AUTHORIZED PRODUCTS placed by MASTER DEALER or its DESIGNATED DEALERS shall be considered TAIS estimates only and TAIS shall not be deemed to have accepted any order until the AUTHORIZED PRODUCTS are shipped by TAIS to the specified ship-to location. TAIS reserves the right to apportion AUTHORIZED PRODUCTS among its customers in its sole discretion. In the event TAIS fails to deliver AUTHORIZED PRODUCTS in accordance with the agreed upon delivery dates, belowMASTER DEALER or its DESIGNATED DEALERS may cancel the Purchase Order upon written notice to TAIS, provided that TAIS shall have five (5) business days from receipt of such notice to commence the delivery. (h) MASTER DEALER and shall make purchases daily through its DESIGNATED DEALERS are encouraged to order AUTHORIZED PRODUCTS using TAIS' FYI Order Entry System. MASTER DEALER acknowledges that the remainder FYI system contains proprietary information, such as pricing, sales, technical and other data to TAIS and MASTER DEALER. MASTER DEALER will not divulge and will ensure that its DESIGNATED DEALERS will not divulge such data to third parties without written consent of TAIS' Vice President, Operations. It is the MASTER Dealer's responsibility to notify TAIS of any personnel changes which may involve FYI Access Rights. MASTER DEALER will hold harmless TAIS for any breach thereof." (i) All requests for credit due to pricing or discount disputes must be received by TAIS' Customer Service Departments within sixty (60) days of the term of this Agreement. Although invoice date, otherwise MASTER DEALER and its DESIGNATED DEALERS waive the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company right to the Supplier on the date receive any such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Twocredit. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under this Agreement, the Company agrees to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement Agreement, the Company’s tariff, the Commission-approved Joint Petition for Settlement of all Issues at Commission Docket No. P-2009-2099333 (the “Settlement”) and subsequent rules adopted by the Commission applicable to the Company’s purchase of Suppliers’ Accounts Receivable, including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see pursuant to Paragraph 3, 3 below) and shall make purchases daily through the remainder of the term of this Agreementagreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. aboveNotwithstanding anything in this Agreement to the contrary, (i) in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under , and (ii) in no circumstance case shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program Choice Service for the month being purchased. The Company shall acquire the Accounts Receivable for all of the accounts in the Supplier’s Customer Base, and the Company shall not make purchases of less than all of the Accounts Receivable originated by the Supplier; provided, however, that if the Supplier elects Billing Option 2 for all or a portion of its small commercial Choice accounts, then the Company shall purchase only the Accounts Receivable for the Supplier’s Accounts that are billed via Billing Option 2. The Supplier acknowledges that, pursuant to the Settlement, (x) the option for Supplier to elect Billing Option 1 or Billing Option 2 for all or a portion of its small commercial Choice accounts shall not be available until March 7, 2012, unless the Company authorizes an earlier effective date in its sole discretion, (y) the Supplier’s option to elect Billing Option 1 or Billing Option 2 for all or a portion of its accounts is solely limited to small commercial Choice Accounts, and (z) if Billing Option 2 is terminated by the Supplier’s election, the Supplier may not return to Billing Option 2 for such Customer accounts for one year following the election. c. The Supplier warrants that it has good title to all Accounts Receivable delivered to Company from time to time hereunder, and that such Accounts Receivable will shall be free and clear of all liens, encumbrances, and claims whatsoever, and that it will . The Supplier shall indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by the Supplier, the Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under this Agreement, the Company agrees (a) On and subject to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement (including the following requirements: a. The Company shall make purchases on a daily basis beginning Article 3 and clause (g) below), on the commencement date Closing Date each initial Primary Purchaser may purchase its Purchaser Percentage of the Equipment Loan Initial Advance or the Receivables Initial Advance, as applicable, for a purchase price equal to the portion of the Equipment Loan Initial Advance or the Receivables Initial Advance, as applicable, so purchased. The determination of whether an initial Primary Purchaser will make such purchase may, less such amounts as the Issuer and the initial Primary Purchasers shall agree, be made by the related Agent for such Primary Purchaser. (b) On and subject to the terms and conditions of this Agreement (see Paragraph 3, including Article 3 and clause (g) below) and shall prior to the Conversion Date, each Primary Purchaser may purchase its Purchaser Percentage of any Equipment Loan Advance Increase or Receivables Advance Increase, as applicable, offered for purchase hereunder for a purchase price equal to the Equipment Loan Advance Increase or the Receivables Advance Increase, as applicable, so purchased. The determination of whether an initial Primary Purchaser will make purchases daily through such purchase may be made by the remainder related Agent for such Primary Purchaser. (c) Each purchase of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof any Equipment Loan Advance Increase or Receivables Advance Increase hereunder shall be owed in accordance with the provisions hereof upon delivery of an Advance Increase Notice by the Company Issuer to each Agent and the Indenture Trustee received no later than 3:00 p.m., New York City time, at least two Business Days prior to the Supplier on applicable Equipment Loan Borrowing Date or one Business Day prior to the date applicable Receivables Borrowing Date (or such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shorter period as may be agreed to by each Agent). Each Advance Increase Notice shall be effected on a monthly basis as provided irrevocable and shall specify an Advance of at least $1,000,000, unless each Committed Purchaser otherwise agrees, and in Paragraph 5 an integral multiple of $100,000. The Issuer may not deliver more than one Advance Increase Notice with respect to all an Equipment Loan Advance Increase and more than two Advance Increase Notices with respect to a Receivables coming into existence during Advance Increase in any calendar week, unless each Agent otherwise agrees, which consent shall not be unreasonably withheld. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1 (a) or 2.1(b). In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each CPC Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such CPC Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recently completed billing cycle recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and the satisfaction of the applicable conditions set forth in Article 3 and clause (g) below, each particular Customer. For illustration purposes onlyof such CP Conduit’s CPC Committed Purchasers shall make a purchase of Equipment Loan Notes or Receivables Notes, as applicable, on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as applicable, so purchased. (e) All purchases made pursuant to this Note Purchase Agreement by each Note Purchaser in a Purchaser Group shall be evidenced by one Equipment Loan Note or Receivables Note, as applicable, for such Purchaser Group issued pursuant to the Indenture in the name of the related Agent for such Purchaser Group or, if a Customerrequested by such Agent, in the name of the relevant Primary Purchaser. Each Equipment Loan Note Purchaser’s billing cycle is the fifteenth (15thor Receivables Note Purchaser’s, as applicable, purchase price payable pursuant to subsection 2.1(a), 2.1(b) day of Month One or 2.1(d) shall be made available to the fifteenth Issuer at such account as it shall direct or to the Agent for its Purchaser Group at the account of the Agent specified in Section 8.2(b), subject to the fulfillment of the applicable conditions set forth in Article 3, if to the Agent, at or prior to 2:00 p.m., New York City time, and if to the Issuer, at or prior to 3:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds. If such funds are to be remitted to an Agent, such Agent shall promptly notify the Issuer and the Transferor in the event that any Equipment Loan Note Purchaser or Receivables Note Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (15thi) day such Agent’s receipt of Month Twosuch funds and (ii) the fulfillment of the applicable conditions set forth in Article 3, as determined by such Agent, such Agent will, not later than 3:00 p.m., New York City time on such Purchase Date, make such funds available, in Month Twothe same type of funds received, by wire transfer thereof to the account of the Issuer in the United States specified in the applicable Advance Increase Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the one Business Day prior to the Closing Date. (f) Notwithstanding the fulfillment of the applicable conditions set forth in Article 3 with respect to a purchase, in the event that a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e), such CP Conduit shall be deemed to have rescinded its election to make such purchase, and none of the Issuer, the Company Transferor or any other Person shall pay have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 1:00 p.m., New York City time, on the Purchase Date to each CPC Committed Purchaser for those Customersuch CP Conduit and to the Issuer and the Transferor, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such CPC Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit’s Accounts Receivable that are billed CPC Committed Purchasers shall purchase a portion of the Equipment Loan Note Principal Balance or Receivables Note Principal Balance, as applicable, in Month Twoan amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 2:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d). Subject to such Agent’s receipt of such funds, such Agent will not later than 3:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e), which payment shall be deemed to be timely for purposes hereof and of the Indenture. b. Irrespective of Paragraph a. above(g) Notwithstanding anything herein to the contrary, in no case event (i) shall a Committed Purchaser be required on any date to make a purchase of the Company Equipment Loan Initial Advance or purchase an Equipment Loan Advance Increase which would result in its Percentage Interest of the Accounts Receivable Equipment Loan Note Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment with respect thereto; or (ii) may any Equipment Loan Advance Increase or the Equipment Loan Initial Advance be offered for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will nor shall any Equipment Loan Note Purchaser be free and clear of all liensobligated to purchase any Equipment Loan Advance Increase or the Equipment Loan Initial Advance, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary that, after giving effect to such Equipment Loan Advance Increase or purchase of the Equipment Loan Initial Advance, the Equipment Loan Note Principal Balance would exceed the Equipment Loan Facility Limit. (h) Notwithstanding anything herein to the contrary, in no event (i) shall a Committed Purchaser be required on any date to make a purchase of the event Company possesses no other reasonably comparable information and therefore needs Receivables Initial Advance or purchase a Receivables Advance Increase which would result in its Percentage Interest of the Receivables Note Principal Balance, determined after giving effect to such access purchase, exceeding its Adjusted Commitment with respect thereto; or (ii) may any Receivables Advance Increase or the Receivables Initial Advance be offered for purchase hereunder, nor shall any Receivables Note Purchaser be obligated to collect purchase any Receivables Advance Increase or the Receivables Initial Advance, to the extent that, after giving effect to such Accounts ReceivableReceivables Advance Increase or purchase of the Receivables Initial Advance, the Receivables Note Principal Balance would exceed the Receivables Facility Limit.

Purchases. Under (a) On and subject to the terms and conditions of this Agreement, on the Company agrees to purchase from the SupplierClosing Date each initial CP Conduit may, in its sole discretion, and each Committed Purchaser that is in a Purchaser Group that does not include a CP Conduit shall, purchase its Purchaser Percentage of the Supplier agrees to sell and assign Class B Initial Principal Balance for a purchase price equal to the Company, portion the Supplier’s Accounts Receivable arising from gas commodity sales Class B Initial Principal Balance so purchased. (i) On and subject to its Customers in accordance with the terms and conditions of this Agreement including and prior to the following requirements:related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class B Principal Amount offered for purchase pursuant to Section 12.6 of the Indenture and subsection 2.1(c) hereof. a. The Company shall (ii) On and subject to the terms and conditions of this Agreement, the Committed Purchasers agree to make purchases of Additional Class B Principal Amounts on a daily basis beginning or prior to the related Commitment Termination Date. (c) Each purchase of any Additional Class B Principal Amount hereunder on the commencement date applicable Borrowing Date shall be in accordance with the provisions of this Agreement Section 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 4:30 p.m., New York City time, at least two Business Days prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 9:00 a.m., New York City time, on the Business Day after it receives notice from the Issuer. Each Borrowing Notice shall (see Paragraph 3i) identify the relevant Borrowing Date, below(ii) set forth the Additional Class B Principal Amount which is requested from the Class B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class B Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, in the aggregate equal at least $50,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make purchases daily through the remainder of the term purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. Although In the price for each Account Receivable coming into existence after the date hereof event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be owed deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the Company agent for its Support Parties). Subject to receiving such notice and to the Supplier satisfaction of the applicable conditions set forth in Article III hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class B Notes on the date such Account Receivable comes into existence, final settlement applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price between equal to its share of the Company and Class B Initial Principal Balance or the Supplier Additional Class B Principal Amount, as applicable, so purchased. Subject to the satisfaction of the applicable conditions set forth in Article III hereof, each Committed Purchaser that is part of a Purchaser Group that does not include a CP Conduit shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, for a purchase price equal to its share of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as applicable, so purchased. (e) Each Class B Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be effected made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article III hereof, at or prior to 2:00 p.m., New York City time, on a monthly basis the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article III hereof, as provided determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in Paragraph 5 the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article III hereof with respect to all Receivables coming into existence during a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recently completed billing cycle recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each particular Customerof such CP Conduit’s Committed Purchasers shall purchase a portion of the Class B Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. For illustration purposes onlySubject to such Agent’s receipt of such funds, if a Customer’s billing cycle is such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the fifteenth (15th) day same type of Month One funds received, by wire transfer thereof to the fifteenth (15thaccount of the Issuer described in subsection 2.1(e) day of Month Twothis Agreement, in Month Two, which payment shall be deemed to be timely for purposes of the Company shall pay for those Customer’s Accounts Receivable that are billed in Month TwoIndenture. b. Irrespective (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class B Principal Amount which would result in its Percentage Interest of Paragraph a. abovethe Class B Principal Balance, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating determined after giving effect to such Accounts Receivable and only purchase, exceeding its Commitment. In no event may any Additional Class B Principal Amount be offered for purchase hereunder or under Section 12.6 of the Indenture, nor shall any Class B Purchaser be obligated to purchase any Additional Class B Principal Amount, to the extent necessary in that, after giving effect to such Additional Class B Principal Amount, the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts ReceivableClass B Principal Balance would exceed the Class B Facility Limit.

Purchases. Under this Agreement(i) The Sellers shall give the Administrative Agent and the Custodian notice of each request for a Purchase, the Company agrees pursuant to purchase from the Suppliera Purchase Report, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the provisions of Section 4.1 and Section 4.2 hereof. The Administrative Agent shall promptly forward a copy of such Purchase Report to each Managing Agent. On the Purchase Date specified in the Purchase Report and subject to all other terms and conditions of this Agreement including Agreement, each Issuer may, in its discretion (except that ▇▇▇▇▇▇ shall), make available to its Managing Agent at the following requirements:office of such Managing Agent set forth in Section 13.1, in immediately available funds, its share of the Purchase. a. The Company (ii) In the event that an Issuer (other than ▇▇▇▇▇▇) shall make purchases on elect not to fund a daily basis beginning Purchase requested by the Sellers, each related Group Bank agrees that it shall, on the commencement date of this Agreement (see Paragraph 3, below) Purchase Date specified in the Purchase Report and shall make purchases daily through the remainder of the term subject to all other terms and conditions of this Agreement, make available to its Managing Agent at the office of the Managing Agent set forth in Section 13.1, in immediately available funds, an amount equal to the product of (x) such Bank’s Bank Commitment Percentage, multiplied by (y) the portion of such Purchase that such Issuer or Issuers have elected not to fund. (iii) After each Managing Agent’s receipt of funds pursuant to the preceding paragraph (i) or (ii) and upon fulfillment of the applicable conditions set forth in Article IV, each Managing Agent will make such funds as requested by the Sellers in the related Purchase Report available to the Sellers in immediately available funds. Although So long as the price for each Account Receivable coming into existence after Sellers are otherwise entitled to make a specific request to purchase Purchases, Purchase Reports that are received timely in accordance with Section 4.2(a), on a Business Day will be funded on the date hereof next Business Day following receipt of the Purchase Report. (iv) Notwithstanding the foregoing, a Bank shall not be obligated to make Purchases under this Section 2.3 at any time to the extent that the amount of all Purchases made by such Bank would exceed such Bank’s Bank Commitment less the outstanding and unpaid principal amount of any loans or purchases made by such Bank under a Liquidity Agreement. In addition, notwithstanding the foregoing, ▇▇▇▇▇▇ shall not be obligated to make Purchases under this Section 2.3 at any time to the extent that the principal amount of all Purchases made by ▇▇▇▇▇▇ would exceed ▇▇▇▇▇▇’▇ Issuer Facility Amount less the outstanding and unpaid principal amount of any loans or purchases made by the related Group Banks under the related Liquidity Agreement. Each Bank’s obligation shall be owed by several, such that the Company failure of any Bank to make available to the Supplier Sellers any funds in connection with any Purchase shall not relieve any other Bank of its obligation, if any, hereunder to make funds available on the date of such Account Receivable comes into existencePurchase, final settlement of the price between the Company and the Supplier but no Bank shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program responsible for the month being purchased. c. Supplier warrants failure of any other Bank to make funds available in connection with any Purchase. No Bank that it has good title is a member of one Group shall be obligated to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear make funds available in respect of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out another Group of a breach of such warranty. d. Although which it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivablemember.

Purchases. Under this Agreement(a) Dealer shall order and purchase Products and related goods from VeriChip by written, the Company agrees purchase orders (“Purchase Orders”), which shall (i) be deemed to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with incorporate the terms and conditions of this Agreement including the following requirements: a. The Company shall make purchases whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a daily basis beginning on pro forma basis, with the commencement date invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer’s requested delivery dates. The terms of Dealer’s Purchase Orders shall be subject to and consistent with the terms of this Agreement (see Paragraph 3, below) and shall make purchases daily through be null and void to the remainder of extent they vary from, conflict with or supplement the term terms of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable Purchase Orders will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and bind VeriChip only to the extent necessary accepted by VeriChip’s written confirmation or delivery. (b) Delivery dates given by VeriChip as part of order acknowledgment for accepted orders for Products or related goods will be honored by VeriChip on a best effort basis. (c) Accepted orders for Products or related goods cannot be canceled or modified by Dealer without VeriChip’s prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of twenty percent (20%) of the invoice price of the Products returned. (e) VeriChip reserves the right to sell replacement tags and straps directly to the end-user. Notwithstanding the foregoing, Dealer shall continue to honour his service responsibility on the entire system as specified in Section 14. Dealer shall have the right to supply replacement straps and tags to the end-user providing these are ordered in the event Company possesses no minimum quantities specified by VeriChip from time to time. (f) VeriChip reserves the right, without limiting its other reasonably comparable information remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, (ii) VeriChip receives repeated complaints from end-users of the systems regarding the performance of Dealer’s systems incorporating a Product, and therefore needs Dealer fails to cure such access complaints to collect such Accounts ReceivableVeriChip’s satisfaction after reasonable notice, or (iii) Dealer has failed to send technical staff for training by VeriChip. (g) VeriChip reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement. (h) VeriChip reserves the right to establish minimum purchase quantities of Product as defined by VeriChip from time to time.

Purchases. Under this Agreement, the Company (a) The Purchaser hereby unconditionally and irrevocably agrees to purchase from the Supplier, Company up to 25,000,000 shares of common stock ("Common Stock") in one or more Tranches on and the Supplier agrees subject to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions provided this Section 2.2. (b) ommencing on or before the Effective Date, the Company may give a notice (a "Put Notice") to the Purchaser. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date" The Put Notice shall specify the dollar amount (the "Put Amount") of this Agreement including the following requirements: a. The Company Common Stock to be purchased by the Purchaser (which amount shall make purchases on a daily basis beginning on the commencement date of this Agreement be not be less than ten thousand dollars (see Paragraph 3, below$10,000) and not more than one million dollars ($1,000,000) in any given Put Notice). (c) Except as specifically provided in this Section 2.3, the purchase and sale of Additional Common Stock effected on each Additional Closing Date shall make purchases daily through be conducted as if it were the remainder transactions referred to in the Transaction Agreements (other than this Section 2.3). By way of illustration, and not in limitation, of the term foregoing, each of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier Purchaser shall be effected on deemed to have made all of the representation, warranties and covenants set forth in the Transaction Agreements as of the Additional Common Stock and the related Warrants. (d) It shall be a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One condition to the fifteenth (15th) day Company's right to issue a Put Notice that, as of Month Two, in Month Twothe Put Notice Date and the relevant Additional Closing Date, the representations and warranties of the Company contained in Article 4 hereof shall pay for those Customer’s Accounts Receivable that are billed be true and correct in Month Twoall material respects (and the Company's issuance of the Additional Common Stock shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Common Stock shall constitute the Company's making such representation and warranty as of such date). b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rightsf) relating to such Accounts Receivable and only Except to the extent necessary in specifically contemplated by the event Company possesses no other reasonably comparable information provisions of this Section, the closing of each Additional Tranche shall be conducted upon the same terms and therefore needs such access conditions as those applicable to collect such Accounts Receivablethe closing held on the Initial Closing Date. (g) The Purchaser's obligations under this Section 2.2 shall terminate eighteen (18) months after the Initial Closing Date.

Purchases. Under this Agreement, the Company (a) The Purchaser hereby unconditionally and irrevocably agrees to purchase from the Supplier, Company up to 25,000,000 shares of common stock ("Common Stock") in one or more Tranches on and the Supplier agrees subject to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions provided this Section 2.2. (b) Commencing on or before the Effective Date, the Company may give a notice (a "Put Notice") to the Purchaser. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date" The Put Notice shall specify the dollar amount (the "Put Amount") of this Agreement including the following requirements: a. The Company Common Stock to be purchased by the Purchaser (which amount shall make purchases on a daily basis beginning on the commencement date of this Agreement be not be less than ten thousand dollars (see Paragraph 3, below$10,000) and not more than one million dollars ($1,000,000) in any given Put Notice). (c) Except as specifically provided in this Section 2.3, the purchase and sale of Additional Common Stock effected on each Additional Closing Date shall make purchases daily through be conducted as if it were the remainder transactions referred to in the Transaction Agreements (other than this Section 2.3). By way of illustration, and not in limitation, of the term foregoing, each of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier Purchaser shall be effected on deemed to have made all of the representation, warranties and covenants set forth in the Transaction Agreements as of the Additional Common Stock and the related Warrants. (d) It shall be a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One condition to the fifteenth (15th) day Company's right to issue a Put Notice that, as of Month Two, in Month Twothe Put Notice Date and the relevant Additional Closing Date, the representations and warranties of the Company contained in Article 4 hereof shall pay for those Customer’s Accounts Receivable that are billed be true and correct in Month Twoall material respects (and the Company's issuance of the Additional Common Stock shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Common Stock shall constitute the Company's making such representation and warranty as of such date). b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rightsf) relating to such Accounts Receivable and only Except to the extent necessary in specifically contemplated by the event Company possesses no other reasonably comparable information provisions of this Section, the closing of each Additional Tranche shall be conducted upon the same terms and therefore needs such access conditions as those applicable to collect such Accounts Receivablethe closing held on the Initial Closing Date. (g) The Purchaser's obligations under this Section 2.2 shall terminate eighteen (18) months after the Initial Closing Date.

Purchases. Under this AgreementThe Company shall have the right, but not the obligation, to direct the Investor, from time to time after the Commencement Date, by its delivery to the Investor of a Purchase Notice, to purchase the applicable Purchase Notice Shares, not to exceed the applicable Purchase Notice Limit, at the applicable Purchase Price, provide that, with respect to Rapid Purchase Shares, the Company agrees shall deliver a Rapid Purchase Notice to purchase from the Supplierapplicable Rapid Purchase Notice Shares, not to exceed the applicable Rapid Purchase Notice Limit, in each case in accordance with this Agreement (each such purchase, a “Purchase”). The wire for the applicable Purchase Notice shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Investor is obligated to accept each Purchase Notice prepared and delivered by the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers Company in accordance with the terms of and conditions of this Agreement including subject to the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder satisfaction of the term of conditions contained in this Agreement. Although The Company may not deliver a Purchase Notice if the price for each Account Receivable coming into existence after Closing Sale Price of the date hereof Common Stock on the Trading Day immediately preceding the Purchase Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be owed by the Company void ab initio, solely to the Supplier on the date such Account Receivable comes into existence, final settlement extent of the price between amount by which the Company Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, and the Supplier Investor shall be effected on a monthly basis as have no obligation to purchase such excess Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Notice Limit in such Purchase, subject to adjustments provided in Paragraph 5 with respect to all Receivables coming into existence during herein. Notwithstanding the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Twoforegoing, the Company shall pay for those Customer’s Accounts Receivable that are billed not deliver any Purchase Notices to the Investor during the PEA Period. Notwithstanding anything contained in Month Two. b. Irrespective this Agreement, the purchase and settlement of Paragraph a. above, in no case Rapid Purchase Shares shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate be in the Customer CHOICESM program for the month being purchasedmanner forth in Section 3.5. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under this Agreement(a) Dealer shall order and purchase Products and related goods from VeriChip by written, the Company agrees purchase orders (“Purchase Orders”), which shall (i) be deemed to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with incorporate the terms and conditions of this Agreement including the following requirements: a. The Company shall make purchases whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a daily basis beginning on pro forma basis, with the commencement date invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer’s requested delivery dates. The terms of Dealer’s Purchase Orders shall be subject to and consistent with the terms of this Agreement (see Paragraph 3, below) and shall make purchases daily through be null and void to the remainder of extent they vary from, conflict with or supplement the term terms of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable Purchase Orders will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and bind VeriChip only to the extent necessary accepted by VeriChip’s written confirmation or delivery. (b) Delivery dates given by VeriChip as part of order acknowledgement for accepted orders for Products or related goods will be honored by VeriChip on a best effort basis. (c) Accepted orders for Products or related goods cannot be canceled or modified by Dealer without VeriChip’s prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of twenty percent (20%) of the invoice price of the Products returned. (e) VeriChip reserves the right to sell replacement tags and straps directly to the end-user. Notwithstanding the foregoing, Dealer shall continue to honour his service responsibility on the entire system as specified in Section 14. Dealer shall have the right to supply replacement straps and tags to the end-user providing these are ordered in the event Company possesses no minimum quantities specified by VeriChip from time to time. (f) VeriChip reserves the right, without limiting its other reasonably comparable information remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, (ii) VeriChip receives repeated complaints from end-users of the systems regarding the performance of Dealer’s systems incorporating a Product, and therefore needs Dealer fails to cure such access complaints to collect such Accounts ReceivableVeriChip’s satisfaction after reasonable notice, or (iii) Dealer has failed to send technical staff for training by VeriChip. (g) VeriChip reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement. (h) VeriChip reserves the right to establish minimum purchase quantities of Product as defined by VeriChip from time to time.

Purchases. Under this Agreement, the Company agrees to purchase from the Choice Supplier, and the Choice Supplier agrees to sell and assign to the Company, the Choice Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Choice Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Choice Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Choice Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM NIPSCO Choice program for the month being purchased. c. Choice Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Choice Supplier, Choice Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable.

Purchases. Under During the term of this Agreement, the Company agrees Agreement and subject to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions hereof, and subject to acceptable credit being established and maintained by MRI, which acceptable credit will be determined in OCR's sole judgment, OCR shall sell to MRI and MRI shall purchase from OCR, on an exclusive basis, and utilizing OCR's sales order forms, all of this Agreement including MRI's requirements of scrap galvanized steel (herein referred to as "Material") to be processed at the Plant which is estimated to be approximately 100,000 gross tons per year. Subject to Section 18 hereof, such purchases shall be based on OCR's sales to third parties of Processed Material and OCR and MRI shall communicate to each other as to OCR's needs. OCR agrees to use reasonable efforts to establish long term sources of supply on terms reasonably satisfactory to MRI. Such terms shall include price, quantity, quality specifications and delivery schedules. All shipments shall be invoiced on OCR standard forms and shall reflect the following requirementsterms: a. a) Each portion of the Material will be purchased by MRI at a price (the "Purchase Price") equal to the sum of the following: i) Cost of such portion of the Material to OCR; ii) Applicable freight charges, if any, from origin of shipment to the Plant; iii) A purchase commission in an amount equal to three percent (3%) of the total amounts referred to in clauses (i) and (ii) above. b) The Company Purchase Price for each portion of the Material shall make purchases on a daily basis beginning on be payable to OCR upon the commencement earlier of: i) Thirty (30) days from the date of this Agreement (see Paragraph 3, below) and shall make purchases daily through delivery to the remainder Plant of such portion of the term Material or ii) The date of this Agreementoffset described in Section 4 below. Although The obligation of MRI to pay the price for each Account Receivable coming into existence after the date hereof Purchase Price shall be owed secured by the Company a first security interest in favor of OCR on all present and future inventory of Material and Processed Material and accounts receivable of MRI. MRI hereby grants to the Supplier on the date such Account Receivable comes into existenceOCR a first security interest in all of its present and future inventory of Material and Processed Material and in all proceeds thereof, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunderincluding insurance proceeds, and that such Accounts Receivable will be free in all of its present and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times future accounts receivable and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent necessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivableproceeds thereof.

Purchases. Under (a) On and subject to the terms and conditions of this Agreement, the Company initial Committed Purchaser agrees to purchase from the Supplier, and the Supplier agrees to sell and assign Class A Initial Note Principal Balance for a purchase price equal to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales Class A Initial Note Principal Balance. (b) On and subject to its Customers in accordance with the terms and conditions of this Agreement including and prior to the following requirements:earlier to occur of its Purchase Termination Date and the Termination Date, (i) each CP Conduit which is not a Committed Purchaser may purchase its Purchaser Percentage of any Class A Note Principal Balance Increase offered for purchase pursuant to Section 4.12 of the Indenture Supplement, and (ii) each Committed Purchaser (if any), severally, agrees to purchase its Purchaser Percentage of the Class A Note Principal Balance Increase so offered for purchase, in each case for a purchase price equal to the Class A Note Principal Balance Increase so purchased. a. (c) The Company purchase of the Class A Initial Note Principal Balance hereunder shall make purchases on a daily basis beginning be made on the commencement date Closing Date. Each purchase of this Agreement (see Paragraph 3, below) and any Class A Note Principal Balance Increase hereunder on the applicable Increase Date shall make purchases daily through be in accordance with the remainder provisions of Section 4.12 of the term Indenture Supplement upon delivery of an Increase Notice by the Transferor on behalf of the Issuer to the Administrative Agent received at least two Business Days prior to the applicable Increase Date (or such shorter period as may be agreed to by the Administrative Agent). Each Increase Notice shall be irrevocable. The Administrative Agent shall promptly forward a copy of each Increase Notice received by it to each Agent and each Class A Purchaser. (d) Each CP Conduit which is not a Committed Purchaser shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(b) of this Agreement. Although In the price for each Account Receivable coming into existence after the date hereof event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be owed deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A Note Principal Balance Increase, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A Note Principal Balance Increase which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the Company agent for its Support Parties). Subject to receiving such notice and to the Supplier satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class A Notes on the date such Account Receivable comes into existence, final settlement applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A Note Principal Balance Increase which such CP Conduit has not elected to purchase, for a purchase price between equal to the Company and the Supplier Class A Note Principal Balance Increase so purchased. (e) Each Class A Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be effected made available to the Agent for its Purchaser Group, subject to the fulfilment of the applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on a monthly basis the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 7.3(b) of this Agreement. Such Agent shall promptly notify the Issuer in the event that any Class A Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s receipt of such funds and (ii) the fulfilment of the applicable conditions set forth in Article 3 hereof, as provided determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in Paragraph 5 the same type of funds received, by wire transfer thereof to the account of Issuer in the United States specified in the applicable Increase Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfilment of the applicable conditions set forth in Article 3 hereof with respect to all Receivables coming into existence during a purchase, a CP Conduit which is not a Committed Purchaser elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer, the Transferor nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recently completed billing cycle recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each particular Customerof such CP Conduit’s Committed Purchasers shall purchase a portion of the Class A Note Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. For illustration purposes onlySubject to such Agent’s receipt of such funds, if a Customer’s billing cycle is such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the fifteenth (15th) day same type of Month One funds received, by wire transfer thereof to the fifteenth (15thaccount of the Issuer described in subsection 2.1(e) day of Month Twothis Agreement, in Month Two, which payment shall be deemed to be timely for purposes of Section 4.12 of the Company shall pay for those Customer’s Accounts Receivable that are billed in Month TwoIndenture Supplement. b. Irrespective (g) In no event shall a Committed Purchaser be required on any date to purchase a Class A Note Principal Balance Increase which would result in its Percentage Interest of Paragraph a. abovethe Class A Note Principal Balance, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating determined after giving effect to such Accounts Receivable and only purchase, exceeding its Commitment. In no event may any Class A Note Principal Balance Increase be offered for purchase hereunder or under Section 4.12 of the Indenture Supplement, nor shall any Class A Purchaser be obligated to purchase any Class A Note Principal Balance Increase, to the extent necessary in that, after giving effect to such Class A Note Principal Balance Increase, the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts ReceivableClass A Note Principal Balance would exceed the Class A Facility Limit.

Purchases. Under The Company shall have the right, from time to time after the Commencement Date, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice, to purchase the applicable Purchase Notice Shares, not to exceed the applicable Purchase Notice Limit, at the applicable Purchase Price in accordance with this AgreementAgreement (each such purchase, a “Purchase”). The wire for the applicable Purchase Notice shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Investor is obligated to accept each Purchase Notice prepared and delivered by the Company agrees to purchase from the Supplier, and the Supplier agrees to sell and assign to the Company, the Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms of and conditions of this Agreement including subject to the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder satisfaction of the term of conditions contained in this Agreement. Although The Company may not deliver a Purchase Notice if the price for each Account Receivable coming into existence after Closing Sale Price of the date hereof Common Stock on the Trading Day immediately preceding the Purchase Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be owed by the Company void ab initio to the Supplier on the date such Account Receivable comes into existence, final settlement extent of the price between amount by which the Company Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, and the Supplier Investor shall be effected on a monthly basis as provided have no obligation to purchase such excess Shares in Paragraph 5 with respect of such Purchase Notice Limit; provided, however, that the Investor shall remain obligated to all Receivables coming into existence during purchase the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One Shares up to the fifteenth (15th) day of Month Twoapplicable Purchase Notice Limit in such Purchase Notice, in Month Twosubject to adjustments provided herein. Notwithstanding the foregoing, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for not deliver any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only Purchase Notices to the extent necessary in Investor during the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts ReceivablePEA Period.