Common use of Rules of Interpretation Clause in Contracts

Rules of Interpretation. In this Agreement: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b) the singular includes the plural and vice versa; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible form.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the singular includes the plural and vice versamatter they illustrate; (c) references to Sections, the word “including” and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, its derivatives mean “including without limitation” and Schedules to, this Agreementare terms of illustration and not of limitation; (d) all definitions set forth herein shall be deemed applicable whether the words “include”, “including” defined are used herein in the singular or in the plural and “in particular” correlative forms of defined terms shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordshave corresponding meanings; (e) a the word “personor” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or is not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transfereesexclusive, and permitted assigns in accordance with their respective interestshas the inclusive meaning represented by the phrase “and/or”; (f) unless otherwise expressly provided hereina defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, whenever a consent regardless of whether it appears before or approval after the place where it is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayeddefined; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and the plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, no Transaction Document shall be construed against any Person as the principal draftsperson thereof, and no consideration may be given to any gender includes fact or presumption that any Party had a reference to all gendersgreater or lesser hand in drafting any Transaction Document; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent thereof or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular section, corporationarticle, trustexhibit or schedule means a section or article of, partnershipor an exhibit or schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the exhibits and schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference unless otherwise indicated, all references to an act or conduct includestime shall mean Denver, without limitation, an omission, statement or undertaking whether or not in writingColorado time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaningpermitted assigns; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevailreferences to a Person that will be party to a Transaction Document includes any Person that is contemplated hereunder to be party to a Transaction Document; and (r) a reference all references in any representation in Article III and Article IV to writing includes any means of reproducing words Law or Contract shall mean such Law or Contract as in a tangible and permanently visible formeffect on the date such representation was made.

Rules of Interpretation. In this Agreement: (a) the title of document and headings are for convenience only and When a reference is made in this Agreement to a section or article, such reference shall be ignored in construing to a section or article of this Agreement;Agreement unless otherwise clearly indicated to the contrary. (b) the singular includes the plural and vice versa; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) Whenever the words “include”, “includes” or “including” and “are used in particular” this Agreement they shall be construed as being deemed to be followed by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words;words “without limitation.” (ec) a The words “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-uphereof”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereofhereto”, “herein” and “herewith” and words of similar expressions shall import shall, unless otherwise stated, be construed as references to refer to this Agreement as a whole and not limited to any particular provision of this Agreement, and article, section, paragraph and exhibit references are to the particular section or provision in which the relevant expression appears;articles, sections, paragraphs and exhibits of this Agreement unless otherwise specified. (kd) a reference The meaning assigned to a personeach term defined herein shall be equally applicable to both the singular and the plural forms of such term, corporation, trust, partnership, unincorporated body or other entity includes and words denoting any of them and their respective successors; (l) if gender shall include all genders. Where a word or phrase is defineddefined herein, each of its other grammatical forms shall have a corresponding meaning;. (me) any A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns. (f) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. (g) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as amendedif drafted jointly by the Parties, varied, supplemented and no presumption or novated in writing at burden of proof shall arise favoring or disfavoring any Party by virtue of the relevant time in accordance with the requirements authorship of such agreement or document and if applicable to any provisions of this Agreement with respect to the amendments;Agreement. (nh) references to recitals, sections, clauses, paragraphs Headings are for convenience only and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or do not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in affect the event interpretation of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; andthis Agreement. (ri) a Any Exhibits attached hereto are incorporated herein by reference to writing includes any means and shall be considered as part of reproducing words in a tangible and permanently visible formthis Agreement.

Rules of Interpretation. In Except as otherwise expressly provided in this Agreement: , the following rules shall apply hereto: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (bi) the singular includes the plural and vice versa; plural includes the singular; (cii) references to Sections, “or” is not exclusive and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, ” and “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall are not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; limiting; (eiii) a “person” shall be construed as a reference to any natural personagreement or other contract includes any permitted supplements and amendments; (iv) a reference in this Agreement to a section, company, corporation, government, state article or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including exhibit is a reference to its successorsa section, permitted transferees, and permitted assigns in accordance with their respective interests; (f) article or exhibit within or attached to this Agreement unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; provided; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (kv) a reference to a personsection or article in this Agreement shall, corporationunless the context clearly indicates to the contrary, trustrefer to all sub-parts or sub-components of any said section or paragraph; (vi) words such as “hereunder,” “hereto,” “hereof,” and “herein,” and other words of like import shall, partnershipunless the context clearly indicates to the contrary, unincorporated body or other entity includes any refer to the whole of them this Agreement and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference not to any agreement particular clause hereof; (vii) the headings of the articles or document sections and the ordering or position thereof are for convenience only and shall not in any way be construed as amended, varied, supplemented or novated in writing at deemed to affect the relevant time in accordance with the requirements meaning of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; ; (oviii) a reference in this Agreement to an act a “person” or conduct includes“party” (whether in the singular or the plural) shall (unless otherwise indicated herein) include both natural persons and unnatural persons (including, without limitationbut not limited to, an omissioncorporations, statement or undertaking whether or not in writing; trusts, etc.); (pix) words and abbreviations, which have, well known technical or trade/commercial meaning, wherever the masculine is used in this Agreement, the same shall carry their technical be construed as meaning the feminine where the context or trade/commercial meaning; the parties hereto so require; and (qx) in where there are two or more Qualifying Resident parties hereto, all obligations to be performed by the event of any conflict between the Power Purchase Agreement Qualifying Resident shall be deemed to be joint and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formseveral.

Rules of Interpretation. In For all purposes of this Loan Agreement: , except as otherwise expressly provided or unless the context otherwise requires: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b) the singular includes the plural and vice versa; the plural, the singular; (b) words importing any gender include the other genders; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated statutes are to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a all statutory provisions consolidating, amending or replacing the statute to which reference is made and all regulations promulgated pursuant to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; such statutes; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (nd) references to recitals“writing” include printing, sectionsphotocopy, clausestyping, paragraphs lithography and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any other means of reproducing words in a tangible and permanently visible form; (e) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; (f) references to the introductory paragraph, preliminary statements, articles, sections (or subdivisions of sections), exhibits, appendices, annexes or schedules are to those of this Loan Agreement unless otherwise indicated; (g) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent that such amendments and other modifications are permitted or not prohibited by the terms of this Loan Agreement; (h) references to Persons, including the District and the Trustee, include their respective successors and assigns permitted or not prohibited by the terms of this Loan Agreement; (i) an accounting term not otherwise defined has the meaning assigned to it in accordance with financial and reporting standards as promulgated by the Governmental Accounting Standards Board, the Financial Accounting Standards Board, or an Other Comprehensive Basis of Accounting, as applicable; (j) “or” is not exclusive but contemplates or permits one or more or all of the alternatives conjoined; (k) provisions apply to successive events and transactions; (l) references to documents or agreements which have been terminated or released or which have expired shall be of no force and effect after such termination, release or expiration; (m) references to mail shall be deemed to refer to first-class mail, postage prepaid, unless another type of mail is specified; (n) all references to time shall be to Pierre, South Dakota time; (o) references to specific persons, positions or officers shall include those who or which succeed to or perform their respective functions, duties or responsibilities referred to in the Loan proceedings; (p) the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Loan Agreement as a whole and not to any particular article, section or subdivision hereof, and the term “heretofore” means before the date of execution of this Loan Agreement, the term “now” means at the date of execution of this Loan Agreement and the term “hereafter” means after the date of execution of this Loan Agreement; and (q) references to payments of principal include any premium payable on the same date.

Rules of Interpretation. In this Agreement: Unless the context requires otherwise: (a) unless the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b) context clearly intends to the contrary, the singular includes the plural and vice versa; , (b) terms defined in a given number, tense or form shall have the corresponding meanings when used with initial capitals in another number, tense or form, (c) references to Sectionsunless otherwise stated, words in Exhibits 1, 3, 7, 16, 22, 23, 26 and ▇▇▇▇▇▇▇▇▇ are27 which have well known technical or construction industry meanings are used in accordance with such recognized meanings, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “includingincludes” and “in particularincluding” shall be construed as being deemed to be followed by way of illustration or emphasis only the words “without limitation” and unless otherwise specified shall not be construed asdeemed limited by the specific enumeration of items, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a unless otherwise specified, references to “personSections”, “Schedules” shall be construed as a reference and “Exhibits” are to any natural personsections, companyschedules and exhibits to this Agreement, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided the words “herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “hereinhereto”, “hereinafter” “hereunder” and similar expressions shall be construed as references other terms of like import refer to this Agreement as a whole and not limited to the any particular section or provision subsection of this Agreement, (g) a reference to a Person in this Agreement or any other agreement or document shall include such Person's successors and permitted assigns, (h) references to this Agreement include a reference to all schedules and exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time, (i) without adversely impacting Contractor's remedies regarding a Change In Law, references to Applicable Law or Applicable Permit are references to the Applicable Law or Applicable Permit, as applicable, as now or at any time hereafter may be in effect, together with all amendments and supplements thereto and any Applicable Law or Applicable Permit substituted for or superseding such statute or regulation, (j) without adversely impacting the rights of either Party with respect to the amendment, restatement or replacement of any agreement under which such Party shall be liable hereunder, references to agreements, certificates, documents and other legal instruments include all subsequent amendments thereto, and changes to, and restatements or replacements of, such agreements, certificates or instruments that are duly entered into and effective against the relevant expression appears; parties thereto or their successors and permitted assigns, (k) a reference to a personGovernmental Authority includes an entity or officer that or who succeeds to substantially the same functions as performed by such Governmental Authority as of the date hereof, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined“shall” and “will” mean “must” and have equal force and effect and express an obligation, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall this Agreement will be construed as amended, varied, supplemented if drafted jointly by the Parties and no presumption or novated in writing at burden of proof will arise favoring or disfavoring any Party by virtue of the relevant time in accordance with the requirements authorship of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used any provision in this Agreement, (n) the word “or” in this Agreement is disjunctive but not necessarily exclusive, (o) references in this Agreement to time periods in terms of a certain number of Days mean calendar Days unless expressly stated herein to be Business Days, (p) headings used in this Agreement are for ease of reference only and shall carry their technical not be taken into account in the interpretation or trade/commercial meaning; construction of the provisions of this Agreement, and (q) in the event of any conflict between words “dollar”, “dollars” or “money” and the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formsymbol “$” each mean United States Dollars.

Rules of Interpretation. In For purposes of this Agreement: Plan: (a1) in the title of appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and headings are for convenience only and conditions means that the referenced document shall be ignored substantially in construing that form or substantially on those terms and conditions; provided that nothing in this clause (2) shall affect any parties’ consent rights over any of the Definitive Documents or any amendments thereto (as set forth in the TSA or the Merger Agreement; ); (b3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed, or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented in accordance with the singular Plan, the TSA, the Merger Agreement, or Confirmation Order, as applicable; (4) any reference to an Entity as a Holder of a Claim or Interest includes the plural that Entity’s successors and vice versa; assigns; (c5) unless otherwise specified, all references herein to “Articles” are references to SectionsArticles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, by-law, instrument, release, or other agreement or document created or entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and ▇▇▇▇▇▇▇▇▇ areconstrued and enforced in accordance with, the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) unless stated to the contraryotherwise specified, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particularincluding,” shall be construed as being by way of illustration or emphasis only and variations thereof, shall not be construed asdeemed to be terms of limitation, nor and shall they be given deemed to be followed by the effect of, limiting the generality of any preceding words; words “without limitation”; (e10) a references to “personshareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; (11) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interest,” “Holders of Interests,” “Disputed Interests,” and the like, as applicable; (12) captions and headings to Articles are inserted for convenience of reference only and are not intended to be construed as a reference part of or to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more affect the interpretation of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; Plan; (f13) unless otherwise expressly provided specified herein, whenever the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (14) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (15) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Court’s CM/ECF system; (16) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (17) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a consent manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval is required by one Party from of the Court or any other PartyEntity; and (18) unless otherwise specified, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are action to be taken on the Effective Date may be taken on or as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so soon as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formreasonably practicable thereafter.

Rules of Interpretation. In Unless the context of this Agreement otherwise requires: 2.1 the Schedules shall form an integral part of this Agreement:; (a) 2.2 the title of document clause, schedule and paragraph headings are included for convenience only and shall be ignored in construing not affect the interpretation of this Agreement; (b) 2.3 words using the singular includes or plural number also include the plural and vice versaor singular number, respectively; (c) references 2.4 words of any gender are deemed to Sectionsinclude the other gender; 2.5 the terms "hereof", "herein", "hereby", "hereto" and ▇▇▇▇▇▇▇▇▇ arederivative or similar words refer to this Agreement or specified provisions of this Agreement, unless stated as the case may be; 2.6 the term "Clause", “Section” or "Schedule" refers to the contraryspecified Clause, references to the Sections of, and Schedules to, Section or Schedule of this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of 2.7 any preceding words; (e) a “person” shall be construed as a reference to any a "person" includes natural personpersons, companyfirms, corporationpartnerships, governmentcompanies, corporations, associations, organizations, governments, states, governmental or state or agency of a state or any association agencies, foundations and trusts (in each case whether or not having separate legal personality) of two or more of the above personality and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law irrespective of the jurisdiction in or under the law of which such company or corporation is it was incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsexists); 2.8 if a period of time is specified and it dates from a given day or the day of an act or event, it shall be calculated exclusive of that day; 2.9 if a Party must do something on a given day, the Party must do it by 6:00 pm on that day (h) different parts of unless this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among expressly states otherwise). If a Party does the parts of this Agreement, they thing after 6.00pm on a day the Party shall be interpreted in treated as not having done it until the next day save and except where a harmonious manner so as Party has done something by sending an email to give effect to each partthe other Party; (i) reference to any gender includes 2.10 a reference to all genders"writing" includes email, except as expressly provided otherwise; (j) the expressions “hereof”2.11 reference to statutes, “herein” and similar expressions shall be construed as regulations or statutory provisions include references to this Agreement as a whole any orders, or regulations made thereunder and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference references to any agreement statute, provision, regulation, order or document shall be construed regulation include references to that statute, provision order or regulation as amended, variedmodified, supplemented re-enacted or novated in writing at the relevant replaced from time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentstime; (n) references 2.12 the words "including" and "inter alia" shall be deemed to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, be followed by "without limitation, an omission, statement " or undertaking "but not limited to" whether or not in writing; (p) those words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevailare followed by such phrases; and (r) a reference to writing includes any means of reproducing 2.13 the words in a tangible "directly or indirectly" mean directly, or indirectly through one or more intermediary persons or through contractual or other legal or beneficial arrangements, and permanently visible form"direct or indirect" have the correlative meanings.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) the singular includes the plural word “including” and vice versaits derivatives mean “including without limitation” and are terms of illustration and not of limitation; (c) references to Sections, all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or in the plural and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreementcorrelative forms of defined terms shall have corresponding meanings; (d) the words word “includeor” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference defined term has its defined meaning throughout this Agreement and each exhibit and schedule to any natural personthis Agreement, company, corporation, government, state regardless of whether it appears before or agency of a state or any association (whether or not having separate legal personality) of two or more of after the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interestsplace where it is defined; (f) unless otherwise expressly provided the phrase “made available,” when used herein, whenever a consent means that the information or approval is required materials referred to have been physically or electronically delivered, directly or indirectly, to the applicable Party or its Representatives (including information or materials that have been posted to an on-line “virtual data room” established by or on behalf of one Party from of the Parties or their respective Affiliates, and information and materials that have been publicly made available through filings with the SEC since January 1, 2017), in each case, (i) with respect to any information or materials that have been publicly made available through filings with the SEC, prior to the execution of this Agreement and (ii) with respect to any other Partyinformation or materials, such consent on or approval shall not be unreasonably withheld or delayedbefore 5:00 p.m., Central Daylight Time, January 30, 2019; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson thereof, and no consideration may be given to any gender includes fact or presumption that any applicable party had a reference to all gendersgreater or lesser hand in drafting any Transaction Document; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent of such section, or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular Section, corporationArticle, trustExhibit or Schedule means a Section or Article of, partnershipor an Exhibit or Schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the Exhibits and Schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference all references to an act or conduct includestime shall mean Houston, without limitation, an omission, statement or undertaking whether or not in writingTexas time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning;permitted assigns; and (q) all references to any Law or Contract shall mean such Law or Contract, including any amendments thereto, as in effect on the event date of any conflict between the Power Purchase Agreement and this Agreement, provided that all references to any Law or Contract not contained in Article III, Article IV or Article V shall also include any amendments to any such Law after the provisions date hereof and any amendments to any such Contract that are permitted or otherwise contemplated by the terms of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formthis Agreement.

Rules of Interpretation. In this Agreement: Unless the context otherwise clearly requires: (a) a term has the title of document and headings are for convenience only and shall be ignored in construing this Agreement; meaning assigned to it; (b) the singular includes the plural and vice versa; “or” is not exclusive; (c) references to Sectionswherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and ▇▇▇▇▇▇▇▇▇ arepronouns stated in either the masculine, unless stated to feminine or neuter shall include the contrarymasculine, references to the Sections of, feminine and Schedules to, this Agreement; neuter; (d) the words provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, ” or “including” and “in particular” or similar expressions shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a deemed to mean “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; without limitation”; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction all references in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to be taken as mutually explanatory the designated Articles, Sections, paragraphs, clauses and supplementary to each other and if there is any inconsistency between or among the parts subdivisions of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) and the expressions words “herein,” “hereof”, ,” “hereinhereunder” and other words of similar expressions shall be construed as references import refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a personArticle, corporationSection, trustparagraph, partnership, unincorporated body clause or other entity includes any of them subdivision; and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mg) any definition of or reference to any agreement agreement, instrument, document, statute or document regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, varied, supplemented or novated otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the amendments; (n) references scope, extent or intent of this Agreement or any provisions contained herein. This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to recitalssuch factors as the party who prepared, sectionsor cause the preparation of, clausesthis Agreement or the relative bargaining power of the parties. Wherever in this Agreement a Member is empowered to take or make a decision, paragraphs and schedules are references respectively to recitalsdirection, sectionsconsent, clausesvote, paragraphs and schedules to this Agreement; (o) a reference to an act determination, election, action or conduct includes, without limitation, an omission, statement or undertaking whether or not approval in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in its capacity as such under this Agreement, shall carry their technical such Member is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or trade/commercial meaning; (q) in the event obligation to consider, favor or further any interest of any conflict between other Person, except to the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) extent provided in other agreements to which such Member is a reference to writing includes any means of reproducing words in a tangible and permanently visible formparty.

Rules of Interpretation. In this Agreementeach Credit Document, unless otherwise indicated: (a) each reference to, and the title of definition of, any document and headings are for convenience only and (including any Credit Document) shall be ignored deemed to refer to such document as it may be amended, supplemented, revised or modified from time to time in construing accordance with its terms and, to the extent applicable, the terms of this Agreement; (b) unless expressly stated otherwise, each reference to a Law or Permit shall be deemed to refer to such Law or Permit as the same may be amended, supplemented or otherwise modified from time to time; (c) any reference to a Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities; (d) references to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively; (e) all references to a “Section,” “Appendix,” “Annex,” “Schedule” or “Exhibit” are to a Section of such Financing Document or to an Appendix, Annex, Schedule or Exhibit attached thereto; [***] Confidential Treatment Requested (f) the table of contents and Section headings and other captions therein are for the purpose of reference only and do not affect the interpretation of such Credit Document; (g) defined terms in the singular includes shall include the plural and vice versa; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ arethe masculine, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” feminine or neuter gender shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsall genders; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions words “hereof”, “herein” and “hereunder”, and words of similar expressions import, when used in any Financing Document, shall be construed as references refer to this Agreement such Financing Document as a whole and not limited to any particular provision of such Financing Document; (i) the particular section words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation”; the words “will” and “shall” are deemed to have the same meaning and effect; the expression “and/or” shall connote “any or provision in which all of”; (j) where the terms of any Credit Document require that the approval, opinion, consent or other input of any Secured Party be obtained, such requirement shall be deemed satisfied only where the requisite approval, opinion, consent or other input is given by or on behalf of the relevant expression appearsparty in writing; (k) a reference where the terms of any Credit Document require or permit any action to a personbe taken by the Collateral Agent, corporation, trust, partnership, unincorporated body or other entity includes any such action shall be taken strictly in accordance with the applicable provisions of them and their respective successors;the relevant Credit Documents; and (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or a document shall be construed as amendeddeemed to include all exhibits, variedannexes, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs appendices and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formthereto.

Rules of Interpretation. In this Agreement: Unless the context otherwise clearly requires: (a) a term has the title of document and headings are for convenience only and shall be ignored meaning assigned to it in construing this Agreement; ; (b) the singular includes the plural and vice versa; “or” is not exclusive; (c) references to Sectionswherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and ▇▇▇▇▇▇▇▇▇ arepronouns stated in either the masculine, unless stated to feminine or neuter shall include the contrarymasculine, references to the Sections of, feminine and Schedules to, this Agreement; neuter; (d) the words provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, ” or “including” and “in particular” or similar expressions shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a deemed to mean “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; without limitation”; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction all references in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement to designated “Articles,” “Sections,” “Schedules,” “ “paragraphs,” “clauses” and other subdivisions are to be taken as mutually explanatory the designated Articles, Sections, Schedules, paragraphs, clauses and supplementary to each other and if there is any inconsistency between or among the parts subdivisions of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) and the expressions words “herein,” “hereof”, ,” “hereinhereunder” and other words of similar expressions shall be construed as references import refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a personArticle, corporationSection, trustSchedule, partnershipExhibit, unincorporated body paragraph, clause or other entity includes any of them subdivision; and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mg) any definition of or reference to any agreement agreement, instrument, document, statute or document regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, variedrestated, supplemented or novated otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in writing at reliance upon the relevant time economic and legal bargains contained herein and shall be interpreted and construed in accordance with a fair and impartial manner without regard to such factors as the requirements of such agreement party who prepared, or document and if applicable to cause the preparation of, this Agreement with respect or the relative bargaining power of the parties. Wherever in this Agreement a Member or other Person is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Member or Person is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other interest of the Company, any Subsidiary of the Company or any other Member or Person. Wherever in this Agreement a Member is permitted or required to make a decision or determination or take an action in its “discretion” or its “judgment,” that means that such Member may take that decision in its “sole discretion” or “sole judgment” without regard to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event interests of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formother Person.

Rules of Interpretation. In For all purposes of this AgreementAgreement and the other Collateral Documents, except as otherwise expressly provided or unless the context otherwise requires: (a) all definitions in Section 1.1 shall apply equally to both the title singular and plural forms of document the terms defined; (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (c) the expressions “payment in full,” “paid in full” and headings any other similar terms or phrases when used herein with respect to the Secured Obligations shall mean the payment in full in cash of all Secured Obligations; (d) unless otherwise expressly provided, all references in this Agreement to designated “Articles,” “Sections,” “Annex,” “Exhibits,” “Schedules,” “clauses” and other subdivisions are for convenience only to the designated Articles, Sections, Annex, Exhibits, Schedules, clauses and shall be ignored in construing other subdivisions of this Agreement; (b) the singular includes the plural and vice versa; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (de) the words “include”, herein,” “includinghereof” and “in particularhereunder” shall be construed as being by way and other words of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed similar import refer to this Agreement as a reference whole and not to any natural personparticular Article, company, corporation, government, state Section or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interestsother subdivision; (f) unless otherwise expressly provided hereinspecified, whenever a consent any agreement, contract or approval is required by one Party document defined or referred to herein shall mean such agreement, contract or document as in effect as of the date hereof, as the same may thereafter be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and of this Agreement and the other Transaction Documents and including any agreement, contract or document in substitution or replacement of any of the foregoing in accordance with the terms of this Agreement and the other Party, such consent or approval shall not be unreasonably withheld or delayedTransaction Documents; (g) unless the “winding-up”context clearly intends to the contrary, “dissolution”, “insolvency”, pronouns having a masculine or “reorganization” of a company or corporation feminine gender shall be construed so as deemed to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsother; (h) different parts any reference to any Person shall include its successors and permitted assigns in the capacity indicated, and in the case of this Agreement are any Governmental Authority, any Person succeeding to be taken as mutually explanatory its functions and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each partcapacities; (i) reference the word “will” shall be construed to any gender includes a reference to all gendershave the same meaning and effect as the word “shall”; (j) the expressions words “hereof”, include” or “hereinincluding” and similar expressions shall be construed as references deemed to this Agreement as a whole and be followed by “without limitation” or “but not limited to the particular section to” whether or provision in which the relevant expression appearsnot they are followed by such phrases or words of like import; (k) a except as otherwise expressly provided herein, any reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any Debt shall mean such Debt as Refinanced from time to time in accordance with all of them and their respective successors;the Transaction Documents; and (l) if a word or phrase the Credit Agreement is definedRefinanced in full, its other grammatical forms then any term used herein which is expressly provided to be defined in the Credit Agreement shall have a corresponding meaning; (m) any reference mean such term as defined in the Credit Agreement prior to and without giving effect to any agreement such Refinancing or document shall be construed as amended, varied, supplemented or novated amendments made in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formcontemplation thereof.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the singular includes the plural and vice versamatter they illustrate; (c) references to Sections, the word “including” and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, its derivatives means “including without limitation” and Schedules to, this Agreementis a term of illustration and not of limitation; (d) all definitions set forth herein shall be deemed applicable whether the words “include”, “including” defined are used herein in the singular or in the plural and “in particular” correlative forms of defined terms shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordshave corresponding meanings; (e) a the word “personor” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or is not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transfereesexclusive, and permitted assigns in accordance with their respective interestshas the inclusive meaning represented by the phrase “and/or”; (f) unless otherwise expressly provided hereina defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, whenever a consent regardless of whether it appears before or approval after the place where it is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayeddefined; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson hereof or thereof and no consideration may be given to any gender includes fact or presumption that any Party had a reference to all gendersgreater or lesser hand in drafting this Agreement; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent of such section, or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular Section, corporationArticle, trustExhibit or Schedule means a Section or Article of, partnershipor an Exhibit or Schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the Exhibits and Schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference all references to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writingtime shall mean New York City time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning;permitted assigns; and (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) references to a reference Person that will be party to writing a Transaction Document includes any means of reproducing words in Person that is contemplated hereunder to be party to a tangible and permanently visible formTransaction Document.

Rules of Interpretation. In this Agreement: Unless otherwise required by the context in which any term appears: (a) capitalized terms used in this Agreement shall have the title of document and headings are for convenience only and shall be ignored meanings specified in construing this Agreement; Article 1; (b) the singular includes shall include the plural and vice versa; ; (c) references to “Articles,” “Sections,” or “Exhibits” shall be to articles, and ▇▇▇▇▇▇▇▇▇ aresections, or Exhibits hereof, unless stated to the contrary, otherwise specified; (d) all references to the Sections ofa particular Person in any capacity shall be deemed to refer also to such Person’s authorized agents, successors and Schedules to, this Agreement; permitted assigns in such capacity; (de) the words “include”, herein,” “includinghereof” and “in particularhereunder” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references refer to this Agreement as a whole and not limited to the any particular section or provision subsection hereof; (f) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation” and shall not be construed to mean that the examples given are an exclusive list of the topics covered; (g) all accounting terms not specifically defined herein shall be construed in which accordance with Generally Accepted Accounting Principles; (h) references to this Agreement shall include a reference to all exhibits hereto, as the relevant expression appears; same may be amended, modified, supplemented or replaced from time to time; (i) references to any agreement, document or instrument shall be construed at a particular time to refer to such agreement, document or instrument as the same may be amended, modified, supplemented or replaced as of such time; (j) the masculine shall include the feminine and neuter and vice versa; and (k) references to a Law shall mean a reference to a personsuch Law as the same may be amended, corporationmodified, trustsupplemented or restated and be in effect from time to time. The Parties collectively have prepared this Agreement, partnership, unincorporated body or other entity includes any and none of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document the provisions hereof shall be construed as amended, varied, supplemented or novated in writing at against one Party on the relevant time in accordance with ground that such Party is the requirements author of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formpart hereof.

Rules of Interpretation. In this Agreement: Unless the context requires otherwise or unless otherwise stated: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b) the singular includes the plural and vice versa; , (b) terms defined in a given number, tense or form shall have the corresponding meanings when used with initial capitals in another number, tense or form, (c) references to Sectionswords in the Exhibits which have well known technical or construction industry meanings are used in accordance with such recognized meanings, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “includingincludes” and “in particularincluding” shall be construed as being deemed to be followed by way of illustration or emphasis only the words “without limitation” and unless otherwise specified shall not be construed asdeemed limited by the specific enumeration of items, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a references to “personSections”, “Schedules” shall be construed as a reference and “Exhibits” are to any natural personsections, companyschedules and exhibits to this Agreement, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided the words “herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “hereinhereto”, “hereinafter” “hereunder” and similar expressions shall be construed as references other terms of like import refer to this Agreement as a whole and not limited to the any particular section or provision subsection of this Agreement, (g) a reference to a Person in this Agreement or any other agreement or document shall include such Person’s successors and permitted assigns, (h) references to this Agreement include a reference to all schedules and exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time, (i) references to Applicable Law or Applicable Permit are references to the Applicable Law or Applicable Permit, as applicable, as now or at any time hereafter may be in effect, together with all amendments and supplements thereto and any Applicable Law or Applicable Permit substituted for or superseding such statute or regulation, (j) without adversely impacting the rights of either Party with respect to the amendment, restatement or replacement of any agreement under which such Party shall be liable hereunder, references to agreements, certificates, documents and other legal instruments include all subsequent amendments thereto, and changes to, and restatements or replacements of, such agreements, certificates or instruments that are duly entered into and effective against the relevant expression appears; parties thereto or their successors and permitted assigns, (k) a reference to a personGovernmental Authority includes an entity or officer that or who succeeds to substantially the same functions as performed by such Governmental Authority as of the date hereof, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined“shall” and “will” mean “must” and have equal force and effect and express an obligation, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall this Agreement will be construed as amended, varied, supplemented if drafted jointly by the Parties and no presumption or novated in writing at burden of proof will arise favoring or disfavoring any Party by virtue of the relevant time in accordance with the requirements authorship of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used any provision in this Agreement, (n) the word “or” in this Agreement is disjunctive but not necessarily exclusive, (o) references in this Agreement to time periods in terms of a certain number of Days mean calendar Days unless expressly stated herein to be Business Days, (p) headings used in this Agreement are for ease of reference only and shall carry their technical not be taken into account in the interpretation or trade/commercial meaning; construction of the provisions of this Agreement, and (q) in the event of any conflict between words “dollar”, “dollars” or “money” and the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formsymbol “$” each mean United States Dollars.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the singular includes the plural and vice versamatter they illustrate; (c) references to Sections, the word “including” and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, its derivatives mean “including without limitation” and Schedules to, this Agreementis a term of illustration and not of limitation; (d) all definitions set forth herein shall be deemed applicable whether the words “include”, “including” defined are used herein in the singular or in the plural and “in particular” correlative forms of defined terms shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordshave corresponding meanings; (e) a the word “personor” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or is not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transfereesexclusive, and permitted assigns in accordance with their respective interestshas the inclusive meaning represented by the phrase “and/or”; (f) unless otherwise expressly provided hereina defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, whenever a consent regardless of whether it appears before or approval after the place where it is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayeddefined; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson hereof or thereof, and no consideration may be given to any gender includes fact or presumption that any Party had a reference to all gendersgreater or lesser hand in drafting this Agreement; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent of such section, or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular Section, corporationArticle, trustExhibit or Schedule means a Section or Article of, partnershipor an Exhibit or Schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the Exhibits and Schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference all references to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writingtime shall mean New York City time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaningpermitted assigns; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevailreferences to a Person that will be party to a Transaction Document includes any Person that is contemplated hereunder to be party to a Transaction Document; and (r) a reference all references in Article III, Article IV and Article V to writing includes any means of reproducing words Law or Contract shall mean such Law or Contract, as in a tangible and permanently visible formeffect on the such representation was made.

Rules of Interpretation. In this Agreement: Unless the context otherwise clearly requires: (a) a term has the title of document and headings are for convenience only and shall be ignored in construing this Agreement; meaning assigned to it; (b) the singular includes the plural and vice versa; "or" is not exclusive; (c) references to Sectionswherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and ▇▇▇▇▇▇▇▇▇ arepronouns stated in either the masculine, unless stated to feminine or neuter shall include the contrarymasculine, references to the Sections of, feminine and Schedules to, this Agreement; neuter; (d) the words “include”, “including” provisions apply to successive events and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; transactions; (e) a “person” all references in this Agreement to "including" shall be construed as a reference deemed to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of be followed by the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; phrase "without limitation"; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction all references in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement to designated "Articles," "Sections," "paragraphs," "clauses" and other subdivisions are to be taken as mutually explanatory the designated Articles, Sections, paragraphs, clauses and supplementary to each other and if there is any inconsistency between or among the parts subdivisions of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) and the expressions “words "herein," "hereof”, “herein” ," "hereunder" and other words of similar expressions shall be construed as references import refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a personArticle, corporationSection, trustparagraph, partnership, unincorporated body clause or other entity includes any of them subdivision; and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mg) any definition of or reference to any agreement agreement, instrument, document, 7 statute, rule or document regulation herein shall be construed as referring to such agreement, instrument, document, statute, rule or regulation as from time to time amended, varied, supplemented or novated otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable Persons and is entered into by such Persons in writing at reliance upon the relevant time economic and legal bargains contained herein and shall be interpreted and construed in accordance with a fair and impartial manner without regard to such factors as the requirements Person who prepared, or cause the preparation of, this Agreement or the relative bargaining power of such agreement or document and if Persons. Subject to applicable to law, wherever in this Agreement with respect a Shareholder Party is empowered to the amendments; (n) references take or make a decision, direction, consent, vote, determination, election, action or approval, such Shareholder Party is entitled to recitalsconsider, sectionsfavor and further such interests and factors as it desires, clausesincluding its own interests, paragraphs and schedules are references respectively has no duty or obligation to recitalsconsider, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act favor or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of further any conflict between the Power Purchase Agreement and this Agreement, the provisions other interest of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes Parent, any means of reproducing words in a tangible and permanently visible formSubsidiary or any other Shareholder Party.

Rules of Interpretation. In Unless the context of this AgreementAgreement otherwise requires: (a) the title words of document and headings are for convenience only and shall be ignored in construing this Agreementany gender include each other gender; (b) the singular includes the plural references to a person include an individual, a body corporate and vice versaan unincorporated association of persons; (c) references to Sectionswords using the singular or plural number also include the plural or singular number, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreementrespectively; (d) the words terms “includeherein”, “includinghereby”, “hereto” and “in particular” shall be construed as being by way similar words refer to this entire Agreement and do not refer to any particular Clause, paragraph, or Schedule or any other subdivision of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordsthis Agreement; (e) a references to “personClause”, “paragraph”, or “Schedule” are to the Clauses, paragraphs, and Schedules, respectively, of this Agreement; (f) unless otherwise defined, terms used in the theme park, waterpark and leisure industry shall be interpreted in accordance with their generally understood meaning in that industry; (g) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (h) the descriptive headings in this Agreement, including the cover page and table of contents, are for convenience of reference only and not for purposes of construction or interpretation of its provisions; (i) references to “this Agreement” or any other agreement or document shall be construed as a reference to any natural personsuch agreement or document as amended, company, corporation, government, state supplemented or agency of a state or any association (whether or not having separate legal personality) of two or more of the above otherwise modified and a person in effect from time to time and shall be construed as including include a reference to its successorsany document which amends, permitted transfereesmodifies, and permitted assigns supplements, or has otherwise modified it, or is entered into, made or given pursuant to or in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all gendersits terms; (j) the expressions “hereof”, “herein” and similar expressions references to any Schedule shall be construed as references a reference to this Agreement such Schedule as a whole and not limited may be amended, supplemented or otherwise modified from time to the particular section or provision in which the relevant expression appearstime; (k) a reference whenever this Agreement refers to a personnumber of Days, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successorssuch number shall refer to calendar days unless Business Days are specified; (l) if where an obligation of a word or phrase is definedParty to make payment under this Agreement, its as a result of the calculation of time, falls on a Day other grammatical forms than a Business Day, such time for performance shall have a corresponding meaning;be extended to the next Business Day; and (m) all periods of time shall be based on, and computed according to, the Gregorian calendar and any reference to any agreement or document a time of Day shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not the time of Day in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this AgreementBeijing, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formPRC.

Rules of Interpretation. In For all purposes of this AgreementAgreement and the other Loan Documents, except as otherwise expressly provided herein or therein or unless the context otherwise requires: (ai) references to any Person defined in this Section 1 refer to such Person and its permitted successor in title and assigns or (as the title of document case may be) his permitted successors, assigns, heirs, executors, administrators and headings are for convenience only and shall be ignored in construing this Agreementother legal representatives; (bii) references to any agreement, instrument or document defined in this Section 1 refer to such document as originally executed, or if subsequently amended, varied or supplemented from time to time, as so amended, varied or supplemented and in effect at the relevant time of reference thereto; (iii) words importing the singular includes only shall include the plural and vice versa, and the words importing the masculine gender shall include the feminine gender and vice versa, and all references to dollars shall be United States dollars; (civ) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated any law include any amendment or modification to the contrary, references to the Sections of, and Schedules to, this Agreementsuch law; (dv) the words “include”, ,” “includes” and “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall are not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordslimiting; (evi) a “person” shall be construed all terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as a reference in effect in the Commonwealth of Massachusetts, have the meanings assigned to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective intereststhem therein; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (gvii) the words “winding-up”, “dissolution”, “insolvency”, or “reorganizationherein,” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, ,” “hereinhereunder” and similar expressions words of like import shall be construed as references refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any subdivision of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (oviii) a reference accounting terms not otherwise defined in this Agreement or any of the other Loan Documents have the meanings assigned to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not them in writingaccordance with GAAP; (pix) words and abbreviationsreferences to “either Bank” or “either of the Banks” shall be deemed to be references to “each Bank”, which have“each of the Banks”, well known technical “any Bank” or trade/commercial meaning“any of the Banks”, used in this Agreement, shall carry their technical or trade/commercial meaningas the case may be; (qx) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions references to “both Banks” or “both of the Power Purchase Agreement Banks” shall prevailbe deemed to be references to “all Banks” or “all of the Banks”, as the case may be; and (rxi) a reference to writing includes all of the obligations of the Borrowers under this Agreement or any means other Loan Document shall be the joint and several obligations of reproducing words in a tangible and permanently visible formthe Borrowers.

Rules of Interpretation. In Unless otherwise required by the context in which any term appears, in this AgreementAgreement and in each of the Goods and Services Agreements: (ai) capitalized terms used shall have the title of document and headings are for convenience only and shall be ignored meanings specified in construing this Agreement; Section 1; (bii) the singular includes shall include the plural and vice versa; ; (ciii) references to “Sections,” “Schedules,” “Annexes,” “Appendices” or “Exhibits” (if any) shall be to sections, schedules, annexes, appendices or exhibits hereof, unless otherwise specified; (iv) all references to a particular Person in any capacity shall be deemed to refer also to such Person’s authorized agents, successors and permitted assigns in such capacity; (v) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; (vi) while, for administrative convenience, the term “Cargill” has been defined in the introduction this Agreement to be a collective reference to ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ areand CCSI, unless stated the parties do not intend thereby to make ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ or CCSI, as the contrarycase may be, references a party to any Goods and Services Agreement to which it is not otherwise a party or to make it jointly and severally obligated for the Sections of, obligations of the other under this Agreement or under any Goods and Schedules to, this Services Agreement; ; (dvii) the words “include”, ,” “includes” and “including” and “in particular” shall be construed as being deemed to be followed by way of illustration or emphasis only the phrase “without limitation” and shall not be construed as, nor shall they be to mean that the examples given are an exclusive list of the effect of, limiting the generality of any preceding words; topics covered; (eviii) a “person” all accounting terms not specifically defined herein shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; generally accepted accounting principles in the United States of America consistently applied; (fix) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as references to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes include a reference to all genders; appendices, annexes, schedules and exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time; (jx) the expressions “hereof”references to any agreement, “herein” and similar expressions document or instrument shall be construed at a particular time to refer to such agreement, document or instrument as the same may be amended, modified, supplemented or replaced as of such time; (xi) the masculine shall include the feminine and neuter and vice versa; and (xii) references to this Agreement as a whole and not limited an applicable law or to the particular section or provision legal requirements in which the relevant expression appears; (k) general shall mean a reference to a person, corporation, trust, partnership, unincorporated body such applicable law or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall legal requirement as the same may be construed as amended, variedmodified, supplemented or novated restated and be in writing at the relevant effect from time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formtime.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) the singular includes the plural word “including” and vice versaits derivatives mean “including without limitation” and are terms of illustration and not of limitation; (c) references to Sections, all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or in the plural and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreementcorrelative forms of defined terms shall have corresponding meanings; (d) the words word “includeor” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference defined term has its defined meaning throughout this Agreement and each exhibit and schedule to any natural personthis Agreement, company, corporation, government, state regardless of whether it appears before or agency of a state or any association (whether or not having separate legal personality) of two or more of after the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interestsplace where it is defined; (f) unless otherwise expressly provided the phrase “made available,” when used herein, whenever a consent means that the information or approval is required materials referred to have been physically or electronically delivered, directly or indirectly, to the applicable Party or its Representatives (including information or materials that have been posted to an on-line “virtual data room” established by or on behalf of one Party from of the Parties or their respective Affiliates, and information and materials that have been publicly made available through filings with the SEC since January 1, 2020), in each case, (i) with respect to any information or materials that have been publicly made available through filings with the SEC, prior to the execution of this Agreement and (ii) with respect to any other Partyinformation or materials, such consent on or approval shall not be unreasonably withheld or delayedbefore 5:00 p.m., New York City Time, April 19, 2021; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson thereof, and no consideration may be given to any gender includes fact or presumption that any applicable party had a reference to all gendersgreater or lesser hand in drafting any Transaction Document; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent of such section, or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular Section, corporationArticle, trustExhibit or Schedule means a Section or Article of, partnershipor an Exhibit or Schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the Exhibits and Schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference all references to an act or conduct includestime shall mean New York, without limitation, an omission, statement or undertaking whether or not in writingNew York time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning;permitted assigns; and (q) all references to any Law or Contract shall mean such Law or Contract, including any amendments thereto, as in effect on the event date of any conflict between the Power Purchase Agreement and this Agreement, provided that all references to any Law or Contract not contained in Article III, Article IV or Article V shall also include any amendments to any such Law after the provisions date hereof and any amendments to any such Contract that are permitted or otherwise contemplated by the terms of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formthis Agreement.

Rules of Interpretation. (a) In this Agreement, unless a clear contrary intention is apparent from the context: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (bi) the singular includes the plural and vice versa; (cii) references to Sectionsa person shall include such person’s successors and assigns; provided, however, that with respect to a Party and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contraryits rights and obligations under this Agreement, references to the Sections of, a Party shall only include such Party’s successors and Schedules to, assigns if such successors and assigns are permitted by this Agreement; provided, further, references to a person in a particular capacity excludes such person in any other capacity or individually; (diii) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference references to any gender includes a reference to all include the other genders; (jiv) references to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended or modified from time to time in accordance with the expressions terms, conditions and provisions thereof; (v) references to any Law mean such Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Law means that provision of such Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or re-enactment of such section or other provision; (vi) references to the Preamble or to any Article, Section, Appendix, or Schedule mean the Preamble hereto or such Article or Section hereof or Appendix or Schedule hereto; (vii) “hereunder”, “hereof”, “hereinhereto” and words of similar expressions import shall be construed as deemed references to this Agreement as a whole and not limited to the any particular section Article, Section or other provision in which the relevant expression appearshereof; (kviii) a reference to a person, corporation, trust, partnership, unincorporated body or “including” (and other entity includes correlative meanings such as “include”) means including any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at listed examples but without limiting the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event generality of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevaildescription preceding such term; and (rix) a reference with respect to writing includes any means rights and obligations of reproducing words in a tangible the Parties, all such rights and permanently visible formobligations shall be construed to the extent permitted by applicable Law.

Rules of Interpretation. In Unless otherwise expressly provided in this AgreementAgreement or the context otherwise requires, the following rules apply hereto: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b) the singular includes the plural and the plural includes the singular; (b) all references to the masculine gender include the feminine gender (and vice versa); (c) references include," "includes" and "including" are not limiting and are deemed to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to be followed by the contrary, references to the Sections of, and Schedules to, this Agreementwords "without limitation"; (d) the words “include”references to a particular agreement, “including” instrument or document also refer to and “in particular” shall be construed as being by way include all renewals, extensions, modifications, amendments and restatements of illustration such agreement, instrument or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordsdocument; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there an Article, Section, Schedule or Exhibit is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section Article, Section, Schedule or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body Exhibit of or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (of) a reference to an act Article or conduct includes, without limitation, an omission, statement Section in this Agreement refers to all sub-parts or undertaking whether sub-components of any such article or not in writingsection; (pg) words such as "hereunder," "hereto," "hereof," and abbreviations"herein," and other words of like import refer to the whole of this Agreement and not to any particular section, which have, well known technical subsection or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaningclause hereof; (qh) a lower-case reference in this Agreement to a "party" or "parties" includes any Person; (i) the event headings and subheadings of the sections of this Agreement are inserted for convenience of reference only and do not control or affect the meaning or construction of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase agreements, terms, covenants and conditions of this Agreement shall prevailin any manner; (j) a reference to "unreasonably withheld" means "unreasonably withheld, delayed or conditioned;" (k) any approval, consent or notice required hereunder means "written approval," "written consent" or "written notice," as applicable; and (rl) any reference made in this Agreement to Applicable Law means such Applicable Law as may be amended from time to time, and to any successor Applicable Law relating to the same subject. (m) Any provision in this Agreement that allows a Party to unilaterally exercise (i) reasonable discretion, (ii) a reference right of final approval, or (iii) similar decision-making authority, shall automatically include a requirement that, upon exercise of such unilateral right, and a written request by the other Party (signed by a person, and delivered to writing includes any means a person, in each case included in the definition of reproducing words in Knowledge), the Party exercising such unilateral right shall provide a tangible and permanently visible formwritten explanation of the basis for such Party's exercise of such right.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the singular includes the plural and vice versamatter they illustrate; (c) references to Sections, the word “including” and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, its derivatives mean “including without limitation” and Schedules to, this Agreementis a term of illustration and not of limitation; (d) all definitions set forth herein shall be deemed applicable whether the words “include”, “including” defined are used herein in the singular or in the plural and “in particular” correlative forms of defined terms shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordshave corresponding meanings; (e) a the word “personor” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or is not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transfereesexclusive, and permitted assigns in accordance with their respective interestshas the inclusive meaning represented by the phrase “and/or”; (f) unless otherwise expressly provided hereina defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, whenever a consent regardless of whether it appears before or approval after the place where it is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayeddefined; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson hereof or thereof, and no consideration may be given to any gender includes fact or presumption that any Party had a reference to all gendersgreater or lesser hand in drafting this Agreement; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent of such section, or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular Section, corporationArticle, trustExhibit or Schedule means a Section or Article of, partnershipor an Exhibit or Schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the Exhibits and Schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference all references to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writingtime shall mean New York City time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaningpermitted assigns; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevailreferences to a Person that will be party to a Transaction Document includes any Person that is contemplated hereunder to be party to a Transaction Document; and (r) a reference all references in Article III, Article IV and Article V to writing includes any means Law or Contract shall mean such Law or Contract, as in effect on the such representation was made. (s) in each case in which Buyer has any obligation to cause the “Acquired Companies” to take or refrain from taking any action in Section 6.09, Section 6.10 and Section 8.08, as applied to the Partnership and its Subsidiaries, such obligation shall be limited to the obligation of reproducing words in a tangible the Buyer to use commercially reasonable efforts to cause the Partnership and permanently visible formits Subsidiaries to take or refrain from taking such action, which efforts shall include the exercise (directly or indirectly through its appointed directors or managers, except as would be inconsistent with any duties of such directors or managers under applicable Law or the applicable provisions of the GP Agreement, the AMV Agreement or the Partnership Agreement) of the voting, consent or veto rights of the Buyer with respect to its ownership interests therein, solely to the extent that such rights are available under the terms of the applicable Organizational Documents and any other Contracts.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a1) the title words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of document this Agreement in which any such word is used; (2) the word “including” and headings its derivatives mean “including without limitation” and are for convenience only terms of illustration and not of limitation; (3) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms shall have corresponding meanings; (4) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”; (5) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (6) all references to prices, values or monetary amounts refer to United States dollars; (7) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (8) this Agreement has been jointly prepared by the parties hereto, and shall not be ignored construed against any person as the principal draftsperson hereof, and no consideration may be given to any fact or presumption that any party had a greater or lesser hand in construing drafting this Agreement; (b9) the singular includes captions of the plural articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and vice versa; (c) references to Sectionsin no way define, and ▇▇▇▇▇▇▇▇▇ arelimit, unless stated to construe or describe the contraryscope or extent of such section, references to the Sections of, and Schedules to, or in any way affect this Agreement; (d10) the words “include”any references herein to a particular Article, “including” and “in particular” shall be construed as being by way of illustration Section or emphasis only and shall not be construed as, nor shall they be given the effect Exhibit means an Article or Section of, limiting the generality of any preceding wordsor an Exhibit to, this Agreement unless otherwise expressly stated herein; (e11) a “person” the Exhibits attached hereto are incorporated herein by reference and shall be construed as a reference to any natural person, company, corporation, government, state or agency considered part of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o12) unless otherwise specified herein, all accounting terms used herein shall be interpreted, and all determinations with respect to accounting matters hereunder shall be made, in accordance with generally accepted accounting principles in the United States, as in effect from time to time, applied on a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writingconsistent basis; (p13) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, all references to days shall carry their technical or trade/commercial meaningmean calendar days unless otherwise provided; (q14) in the event of any conflict between the Power Purchase Agreement and this Agreementexcept as specifically noted herein, the provisions of the Power Purchase Agreement all references to time shall prevailmean Brentwood, Tennessee time; and (r15) a reference references to writing includes any means of reproducing words in a tangible person shall include such person’s successors and permanently visible formpermitted assigns.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the singular includes the plural and vice versamatter they illustrate; (c) references to Sections, the word “including” and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, its derivatives means “including without limitation” and Schedules to, this Agreementis a term of illustration and not of limitation; (d) all definitions set forth herein shall be deemed applicable whether the words “include”, “including” defined are used herein in the singular or in the plural and “in particular” correlative forms of defined terms shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordshave corresponding meanings; (e) a the word “personor” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or is not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transfereesexclusive, and permitted assigns in accordance with their respective interestshas the inclusive meaning represented by the phrase “and/or”; (f) unless otherwise expressly provided hereina defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, whenever a consent regardless of whether it appears before or approval after the place where it is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayeddefined; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson hereof or thereof and no consideration may be given to any gender includes fact or presumption that any Party had a reference to all gendersgreater or lesser hand in drafting this Agreement; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent of such section, or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular Section, corporationArticle, trustExhibit or Schedule means a Section or Article of, partnershipor an Exhibit or Schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the Exhibits and Schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference all references to an act or conduct includestime shall mean Houston, without limitation, an omission, statement or undertaking whether or not in writingTexas time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaningpermitted assigns; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; andreferences to a Person that will be party to a Transaction Document includes any Person that is contemplated hereunder to be party to a Transaction Document; (r) the parties agree that the term “made available” or “delivered” with respect to any information or document shall mean that such information or document was, prior to the date of this Agreement, (i) included, on or prior to the date hereof, in the electronic data room of Contributor related to the transactions contemplated by this Agreement and to which Acquirer and its Representatives were given access, (ii) included in the Disclosure Schedules or (iii) otherwise provided from one party to the other in writing. This ASSIGNMENT AND ASSUMPTION OF TRANSFERRED INTERESTS (this “Assignment Agreement”), dated as of [ ], 2014, is by and [between][among] [ ], a reference to writing includes any means of reproducing words in Delaware limited [partnership][liability company] and [ ], a tangible Delaware limited [partnership][limited liability company], on the one hand (collectively, the “Assignors”), and permanently visible form[ ], a Delaware limited [partnership][liability company] (“Assignee” and, together with the Assignors, the “Parties”), on the other hand.

Rules of Interpretation. In this Agreement: (a) The definitions of terms herein shall apply equally to the title singular and plural forms of document the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and headings are for convenience only neuter forms. The words “include”, “includes” and “including” shall be ignored deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in construing any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Loan Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, Accounts and contract rights. All Appendices, Exhibits and Schedules to this Agreement;, as well as the preamble and recitals to this Agreement, shall be deemed an integral part of this Agreement and are incorporated by reference. (b) the singular includes the plural The terms lease and vice versa;license shall include sub-lease and sub-license. (c) references All terms not specifically defined herein or by GAAP, which terms are defined in the UCC (whether such terms are capitalized or not and including, without limitation, such terms as are used in the definition of Collateral), shall have the meanings assigned to Sectionsthem in the UCC of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 7 under this Agreement or in any of the other Loan Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 6.2(c) and the qualifier “in any material respect” contained in Section 10.1(d) shall not apply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Loan Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Agent or any of the Lenders merely on account of the Agent’s or any ▇▇▇▇▇▇▇▇▇ are’s involvement in the preparation of such documents. (h) Unless otherwise indicated, unless stated to the contrary, all references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless case may be. Unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval all references to dollar amounts and “$” shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part;mean Dollars. (i) reference Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any gender includes a reference to all genders; (j) permanent reduction in the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited stated amount of such Letter of Credit pursuant to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements terms of such agreement or document and if applicable to this Agreement Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the amendments; (n) references terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to recitalsbe the maximum stated amount of such Letter of Credit after giving effect to all such increases, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not such maximum stated amount is in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formeffect at such time.

Rules of Interpretation. In this Agreement: (a) The definitions of terms herein shall apply equally to the title singular and plural forms of document the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and headings are for convenience only neuter forms. The words “include”, “includes” and “including” shall be ignored deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in construing any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Loan Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, Accounts and contract rights. All Appendices, Exhibits and Schedules to this Agreement;, as well as the preamble and recitals to this Agreement, shall be deemed an integral part of this Agreement and are incorporated by reference. (b) the singular includes the plural The terms lease and vice versa;license shall include sub-lease and sub-license. (c) references All terms not specifically defined herein or by GAAP, which terms are defined in the UCC (whether such terms are capitalized or not and including, without limitation, such terms as are used in the definition of Collateral), shall have the meanings assigned to Sectionsthem in the UCC of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 7 under this Agreement or in any of the other Loan Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 6.2(c) and the qualifier “in any material respect” contained in Section 10.1(d) shall not apply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Loan Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Agent or any of the Lenders merely on account of the Agent’s or any ▇▇▇▇▇▇▇▇▇ are’s involvement in the preparation of such documents. (h) Unless otherwise indicated, unless stated to the contrary, all references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless case may be. Unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval all references to dollar amounts and “$” shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part;mean Dollars. (i) reference Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any gender includes a reference permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all genders;such increases, whether or not such maximum stated amount is in effect at such time. (j) the expressions “hereof”Any reference herein or in any other Loan Document to a merger, “herein” and transfer, consolidation, amalgamation, assignment, sale or disposition, or similar expressions term, shall be construed as references deemed to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference apply to a persondivision of or by a limited liability company, corporation, trust, partnership, unincorporated body or other entity includes any an allocation of them and their respective successors; assets to a series of a limited liability company (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements unwinding of such agreement a division or document allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and if applicable to this Agreement with respect to the amendments; under each other Loan Document (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event each division of any conflict between the Power Purchase Agreement and this Agreementlimited liability company that is a Subsidiary, the provisions of the Power Purchase Agreement joint venture or any other like term shall prevail; and (r) also constitute such a reference to writing includes any means of reproducing words in a tangible and permanently visible form.Person or entity)

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) the singular includes the plural word “including” and vice versaits derivatives mean “including without limitation” and are terms of illustration and not of limitation; (c) references to Sections, all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or in the plural and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreementcorrelative forms of defined terms shall have corresponding meanings; (d) the words word “includeor” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference defined term has its defined meaning throughout this Agreement and each exhibit and schedule to any natural personthis Agreement, company, corporation, government, state regardless of whether it appears before or agency of a state or any association (whether or not having separate legal personality) of two or more of after the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interestsplace where it is defined; (f) unless otherwise expressly provided the phrase “made available,” when used herein, whenever a consent means that the information or approval is required materials referred to have been physically or electronically delivered, directly or indirectly, to the applicable party hereto or its Representatives (including information or materials that have been posted to an on-line “virtual data room” established by or on behalf of one Party from of the parties hereto or their respective Affiliates, and information and materials that have been publicly made available through filings with the SEC since December 31, 2017), in each case, (i) with respect to any information or materials that have been publicly made available through filings with the SEC, prior to the execution of this Agreement and (ii) with respect to any other Partyinformation or materials, such consent on or approval shall not be unreasonably withheld or delayedbefore 7:30 p.m., June 5, 2018; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson thereof, and no consideration may be given to any gender includes fact or presumption that any applicable party had a reference to all gendersgreater or lesser hand in drafting any Transaction Document; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent of such section, or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular Section, corporationArticle, trustExhibit or Schedule means a Section or Article of, partnershipor an Exhibit or Schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the Exhibits and Schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference all references to an act or conduct includestime shall mean Houston, without limitation, an omission, statement or undertaking whether or not in writingTexas time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaningpermitted assigns; (q) references to the term “parties hereto” or “party hereto” when not capitalized or when in all capitalized letters means each of the event of any conflict between the Power Purchase Agreement and parties to this Agreement, including Devon and the provisions of the Power Purchase Agreement shall prevailManager; and (r) a reference all references to writing includes any means Law or Contract shall mean such Law or Contract, including any amendments thereto, as in effect on the date of reproducing words this Agreement, provided that all references to any Law or Contract not contained in a tangible Article III, Article IV, Article V or Article VI shall also include any amendments to any such Law after the date hereof and permanently visible formany amendments to any such Contract that are permitted or otherwise contemplated by the terms of this Agreement.

Rules of Interpretation. In this Agreement: (a) Unless otherwise specified, all the title terms used in this Agreement without initial capitals, which are defined or the meanings of document and headings which are for convenience only and shall be ignored determined in construing the PPSA or the STA, have the same meanings in this Agreement;Agreement as defined or determined in the PPSA or the STA, as applicable. (b) the singular includes the plural and vice versa; (c) references to SectionsUnless otherwise indicated, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified, refinanced or replaced and in effect from time to time. (c) The use in this Agreement or any of the Collateral Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as amendedthe word “shall”. Except as otherwise provided herein, variedall references herein to “$” or “dollars” are to Canadian dollars. (d) References to “Sections”, supplemented or novated in writing at the relevant time in accordance with the requirements “clauses” and “Recitals” will be to Sections, clauses and Recitals, respectively, of such agreement or document and if applicable this Agreement unless otherwise specifically provided. (e) References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. (f) References to “Exhibits” will be to Exhibits to this Agreement with respect unless otherwise specifically provided. (g) This Agreement, the Collateral Documents and any documents or instruments delivered pursuant hereto will be construed without regard to the amendments; (n) references to recitals, sections, clauses, paragraphs identity of the party who drafted it. Each and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event every provision of any conflict between the Power Purchase Agreement and this Agreement, the Collateral Documents and any instruments and documents entered into and delivered in connection therewith will be construed as though the parties participated equally in the drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the Collateral Documents and any instruments and documents entered into and delivered in connection with this Agreement or any of the Collateral Documents. (h) Time is of the essence in the performance of the Parties’ respective obligations. (i) A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of the Power Purchase Agreement shall prevail; andany statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation or, in each case, any provision thereof. (rj) a reference For the purposes of calculating any amounts under this Agreement in respect of any Secured Swap Obligations, such amounts shall be calculated to writing includes any means of reproducing words in a tangible and permanently visible formgive effect to all netting arrangements relating to or under the relevant Secured Swap Documents governing such Secured Swap Obligations.

Rules of Interpretation. In this Agreement: (a) Unless otherwise specified, all the title terms used in this Agreement without initial capitals, which are defined or the meanings of document and headings which are for convenience only and shall be ignored determined in construing the PPSA or the STA, have the same meanings in this Agreement;Agreement as defined or determined in the PPSA or the STA, as applicable. (b) the singular includes the plural and vice versa; (c) references to SectionsUnless otherwise indicated, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall instrument will be construed deemed to include a reference to that agreement or instrument as assigned, amended, variedsupplemented, supplemented amended and restated, or novated otherwise modified and in writing at the relevant effect from time to time or replaced in accordance with the requirements terms of this Agreement. (c) The use in this Agreement or any of the other Collateral Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such agreement general statement, term or document matter. The word “will” shall be construed to have the same meaning and if applicable effect as the word “shall”. Except as otherwise provided herein, all references herein to “$” are to lawful money of Canada. (d) References to “Sections”, “clauses” and “Recitals” will be to Sections, clauses and Recitals, respectively, of this Agreement unless otherwise specifically provided. (e) References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. (f) References to “Exhibits” will be to Exhibits to this Agreement with respect unless otherwise specifically provided. (g) This Agreement, the other Collateral Documents and any documents or instruments delivered pursuant hereto will be construed without regard to the amendments; (n) references to recitals, sections, clauses, paragraphs identity of the party who drafted it. Each and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event every provision of any conflict between the Power Purchase Agreement and this Agreement, the other Collateral Documents and any instruments and documents entered into and delivered in connection therewith will be construed as though the parties participated equally in the drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Collateral Documents and any instruments and documents entered into and delivered in connection with this Agreement or any of the other Collateral Documents. (h) Time is of the essence in the performance of the parties’ respective obligations. (i) A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation or, in a tangible and permanently visible formeach case, any provision thereof.

Rules of Interpretation. In this Agreement, unless the context otherwise requires: (a) words importing the title of document singular also include the plural, and headings are for convenience only and shall be ignored in construing this Agreementreferences to one gender include all genders; (b) the singular includes headings in this Agreement are inserted for convenience only and do not affect the plural construction of this Agreement and vice versashall not be taken into consideration in its interpretation; (c) all references to Articles, Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, Annexes are references to the Sections ofArticles, Sections, and Schedules toAnnexes of this Agreement and not to those in any other document attached or incorporated by them unless expressly referenced herein; (d) the Annexes form part of this Agreement for all purposes, and references to this Agreement shall include such Annexes; 39 (e) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (df) the words “include”, “includingincludes,” and “in particularincluding” shall be construed as being deemed to be followed by way of illustration or emphasis only the phrase “without limitation” and shall the word “or” is not be construed as, nor shall they be given exclusive and has the effect of, limiting inclusive meaning conveyed by the generality of any preceding wordsphrase “and/or”; (eg) a “person” all financial statement accounting terms not defined in this Agreement shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of have the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interestsmeanings determined by GAAP; (fh) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted (i) any agreement (including this Agreement) or instrument defined or referred to herein, means such agreement or instrument as from time to time amended, modified, supplanted or supplemented in a harmonious manner so as accordance with the terms thereof, including by waiver or consent and (ii) Government Rule, proclamation or decree defined or referred to give effect to each partherein, Government Rule, statute, proclamation or decree by succession of comparable successor Government Rules, proclamations or decrees; (i) reference references to any gender includes a reference governmental entity or any governmental department, commission, board, bureau, agency, regulatory authority, instrumentality or judicial or administrative body, in any jurisdiction shall include any successor to all genderssuch entity; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaningmeaning and a defined term has its defined meaning throughout this Agreement and each Annex and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (k) “shall” and “will” have equal meaning force and effect and connotes an obligation and an imperative and not a futurity; (l) the phrase “to the extent” means the degree to which the subject or matter thereof extends or applies, and such phrase does not mean simply “if”; (m) any reference unless otherwise specified, all references to any agreement or document a specific time of day in this Agreement shall be construed based upon Central Standard Time or Central Daylight Savings Time, as amended, varied, supplemented or novated applicable on the date in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsquestion; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement“day” or “days” means calendar days unless specified as a “Business Day; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible form.”

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the singular includes the plural and vice versamatter they illustrate; (c) references to Sections, the word “including” and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, its derivatives mean “including without limitation” and Schedules to, this Agreementare terms of illustration and not of limitation; (d) all definitions set forth herein shall be deemed applicable whether the words “include”, “including” defined are used herein in the singular or in the plural and “in particular” correlative forms of defined terms shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordshave corresponding meanings; (e) a the word “personor” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or is not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transfereesexclusive, and permitted assigns in accordance with their respective interestshas the inclusive meaning represented by the phrase “and/or”; (f) unless otherwise expressly provided hereina defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, whenever a consent regardless of whether it appears before or approval after the place where it is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayeddefined; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson hereof or thereof, and no consideration may be given to any gender includes fact or presumption that any Party had a reference to all gendersgreater or lesser hand in drafting this Agreement; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent of such section, or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular Section, corporationArticle, trustExhibit or Schedule means a Section or Article of, partnershipor an Exhibit or Schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the Exhibits and Schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference all references to an act or conduct includestime shall mean Denver, without limitation, an omission, statement or undertaking whether or not in writingColorado time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaningpermitted assigns; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevailreferences to a Person that will be party to a Transaction Document includes any Person that is contemplated hereunder to be party to a Transaction Document; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible form.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (ai) the title words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of document this Agreement in which any such word is used; (ii) the word “including” and headings its derivatives mean “including without limitation” and are for convenience only terms of illustration and not of limitation; (iii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms shall have corresponding meanings; (iv) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”; (v) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (vi) all references to prices, values or monetary amounts refer to United States dollars; (vii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (viii) this Agreement has been jointly prepared by the parties hereto, and shall not be ignored construed against any Person as the principal draftsperson hereof, and no consideration may be given to any fact or presumption that any party had a greater or lesser hand in construing drafting this Agreement; (bix) the singular includes captions of the plural articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and vice versa; (c) references to Sectionsin no way define, and ▇▇▇▇▇▇▇▇▇ arelimit, unless stated to construe or describe the contraryscope or extent of such section, references to the Sections of, and Schedules to, or in any way affect this Agreement; (dx) the words “include”any references herein to a particular Article, “including” and “in particular” shall be construed as being by way of illustration Section or emphasis only and shall not be construed as, nor shall they be given the effect Exhibit means an Article or Section of, limiting the generality of any preceding wordsor an Exhibit to, this Agreement unless otherwise expressly stated herein; (exi) a “person” the Exhibits attached hereto are incorporated herein by reference and shall be construed as a reference to any natural person, company, corporation, government, state or agency considered part of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (oxii) unless otherwise specified herein, all accounting terms used herein shall be interpreted, and all determinations with respect to accounting matters hereunder shall be made, in accordance with GAAP, applied on a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writingconsistent basis; (pxiii) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, all references to days shall carry their technical or trade/commercial meaningmean calendar days unless otherwise provided; (qxiv) in the event of any conflict between the Power Purchase Agreement and this Agreementall references to time shall mean Austin, the provisions of the Power Purchase Agreement shall prevailTexas time; and (rxv) a reference references to writing includes any means of reproducing words in a tangible Person shall include such Person’s successors and permanently visible formpermitted assigns.

Rules of Interpretation. In this Agreement: Unless the context otherwise clearly requires: (a) a term has the title of document and headings are for convenience only and shall be ignored in construing this Agreement; meaning assigned to it; (b) the singular includes the plural and vice versa; "or" is not exclusive; (c) references to Sectionswherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and ▇▇▇▇▇▇▇▇▇ arepronouns stated in either the masculine, unless stated to feminine or neuter shall include the contrarymasculine, references to the Sections of, feminine and Schedules to, this Agreement; neuter; (d) the words “include”, “including” provisions apply to successive events and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; transactions; (e) a “person” all references in this Agreement to "including" shall be construed as a reference deemed to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of be followed by the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; phrase "without limitation"; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction all references in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement to designated "Articles," "Sections," "paragraphs," "clauses" and other subdivisions are to be taken as mutually explanatory the designated Articles, Sections, paragraphs, clauses and supplementary to each other and if there is any inconsistency between or among the parts subdivisions of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) and the expressions “words "herein," "hereof”, “herein” ," "hereunder" and other words of similar expressions shall be construed as references import refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a personArticle, corporationSection, trustparagraph, partnership, unincorporated body clause or other entity includes any of them subdivision; and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mg) any definition of or reference to any agreement agreement, instrument, document, statute, rule or document regulation herein shall be construed as referring to such agreement, instrument, document, statute, rule or regulation as from time to time amended, varied, supplemented or novated otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable Persons and is entered into by such Persons in writing at reliance upon the relevant time economic and legal bargains contained herein and shall be interpreted and construed in accordance with a fair and impartial manner without regard to such factors as the requirements Person who prepared, or cause the preparation of, this Agreement or the relative bargaining power of such agreement or document and if Persons. Subject to applicable to law, wherever in this Agreement with respect a Shareholder Party is empowered to the amendments; (n) references take or make a decision, direction, consent, vote, determination, election, action or approval, such Shareholder Party is entitled to recitalsconsider, sectionsfavor and further such interests and factors as it desires, clausesincluding its own interests, paragraphs and schedules are references respectively has no duty or obligation to recitalsconsider, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act favor or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of further any conflict between the Power Purchase Agreement and this Agreement, the provisions other interest of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes Parent, any means of reproducing words in a tangible and permanently visible formSubsidiary or any other Shareholder Party.

Rules of Interpretation. In this Agreement: 1. For purposes herein: (a) in the title appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine, and the neuter gender; (b) unless otherwise specified, any reference herein to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (c) unless otherwise specified, any reference herein to an existing document or exhibit having been filed or to be filed shall mean that document or exhibit, as it may thereafter be amended, modified, or supplemented in accordance with the terms thereof or the Restructuring Support Agreement, as applicable; (d) unless otherwise specified, all references herein to “Articles” are references to Articles of document the Plan; (e) the words ‘‘herein,’’ “hereof,” and headings are for convenience only ‘‘hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (f) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be ignored in construing this Agreement; deemed to be followed by the words “without limitation”; (b) the singular includes the plural and vice versa; (cg) references to Sections“shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; (h) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Equity Interests,” “Holders of Interests,” “Disputed Interests,” and the like, as applicable; (i) captions and headings to Articles and subdivisions thereof are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation hereof; (j) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (k) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (l) any effectuating provisions may be interpreted by the Reorganized Debtors or the Plan Administrator, as applicable, in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity, and ▇▇▇▇▇▇▇▇▇ aresuch interpretation shall control; and (m) references to docket numbers are references to the docket numbers of documents filed in the Chapter 11 Cases under the Bankruptcy Court’s CM/ECF system. 2. The provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. Unless otherwise specified herein, any references to the Effective Date shall mean the Effective Date or as soon as reasonably practicable thereafter. 3. All references in the Plan to monetary figures refer to currency of the United States of America, unless stated otherwise expressly provided. 4. Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration Debtors or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which Reorganized Debtors mean the relevant expression appears; (k) a reference to a personDebtors and the Reorganized Debtors, corporationas applicable, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in extent the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formcontext requires.

Rules of Interpretation. In this Agreement: (a) the title The definitions of document and headings are for convenience only and terms herein shall be ignored in construing this Agreement; (b) apply equally to the singular includes and plural forms of the plural terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and vice versa; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the neuter forms. The words “include”, “includingincludes” and “in particularincluding” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as being by way the word “shall”. The word “or” is not exclusive. (b) Unless the context requires otherwise (i) any definition of illustration or emphasis only and reference to any statute or regulation or any agreement, instrument or other document herein shall not be construed asas referring to such statute or regulation or such agreement, nor instrument or other document as from time to time amended, restated, supplemented or otherwise modified subject, in the case of the Credit Documents, to this Agreement, (ii) any reference herein (A) to any person shall they be given construed to include such person’s successors and assigns and (B) to any Grantor shall be construed to include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor, as the effect ofcase may be, limiting in any Insolvency or Liquidation Proceeding, (iii) the generality words “herein” , “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any preceding words; particular provision hereof, (eiv) a all references herein to Articles, Sections, clauses, recitals and preamble shall be construed to refer to Articles, Sections, clauses, recitals or preamble of this Agreement and (v) the words “personasset “ and “property” shall be construed as to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Notwithstanding anything to the contrary in this Agreement, any references contained herein to any Section, clause, paragraph or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to any natural personsuch Section, companyclause, corporation, government, state paragraph or agency of a state or any association (whether or not having separate legal personality) of two or more of other provision as in effect on the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts date of this Agreement; provided, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) that any reference to any agreement such Section, clause, paragraph or document other provision shall be construed refer to such Section, clause, paragraph or other provision of the Indenture (including any definition contained therein) as amended, varied, supplemented amended or novated in writing at the relevant modified from time to time if such amendment or modification has been (1) made in accordance with the requirements of such agreement or document Indenture and if applicable to this Agreement with respect and (2) prior to the amendments;Discharge of Priority Lien Obligations, approved in a writing delivered to the Priority Lien Collateral Agent and the Parity Junior Lien Collateral Agent by, or on behalf of, and with the consent of, the requisite holders of Priority Lien Obligations as are needed (if any) under the terms of the applicable Priority Lien Documents to approve such amendment or modification. (nc) references Notwithstanding anything to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used the contrary in this Agreement, shall carry their technical any references contained herein to any Section, clause, paragraph or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions other provision of the Power Purchase Credit Agreement (including any definition contained therein) shall prevail; and (r) be deemed to be a reference to writing includes any means of reproducing words such Section, clause, paragraph or other provision as in a tangible and permanently visible formeffect from time to time.

Rules of Interpretation. In this Agreement: Unless the context otherwise clearly requires: (a) a term has the title of document and headings are for convenience only and shall be ignored in construing this Agreement; meaning assigned to it; (b) the singular includes the plural and vice versa; “or” is not exclusive; (c) references to Sectionswherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and ▇▇▇▇▇▇▇▇▇ arepronouns stated in either the masculine, unless stated to feminine or neuter shall include the contrarymasculine, references to the Sections of, feminine and Schedules to, this Agreement; neuter; (d) the words provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, ” or “including” and “in particular” or similar expressions shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a deemed to mean “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; without limitation”; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction all references in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to be taken as mutually explanatory the designated Articles, Sections, paragraphs, clauses and supplementary to each other and if there is any inconsistency between or among the parts subdivisions of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) and the expressions words “herein,” “hereof”, ,” “hereinhereunder” and other words of similar expressions shall be construed as references import refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a personArticle, corporationSection, trustparagraph, partnership, unincorporated body clause or other entity includes any of them subdivision; and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mg) any definition of or reference to any agreement agreement, instrument, document, statute or document regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, varied, supplemented or novated otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in writing at reliance upon the relevant time economic and legal bargains contained herein and shall be interpreted and construed in accordance with a fair and impartial manner without regard to such factors as the requirements of such agreement party who prepared, or document and if applicable to cause the preparation of, this Agreement with respect to or the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used relative bargaining power of the parties. Wherever in this AgreementAgreement an Equityholder is empowered to take or make a decision, shall carry their technical direction, consent, vote, determination, election, action or trade/commercial meaning; (q) approval in the event its capacity as an Equityholder, such Equityholder is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any interest of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formother Person.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (ai) the title words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of document this Agreement in which any such word is used; (ii) the word “including” and headings its derivatives mean “including without limitation” and are for convenience only terms of illustration and not of limitation; (iii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms shall have corresponding meanings; (iv) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”; (v) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (vi) all references to prices, values or monetary amounts refer to United States dollars; (vii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (viii) this Agreement has been jointly prepared by the parties hereto, and shall not be ignored construed against any person as the principal draftsperson hereof, and no consideration may be given to any fact or presumption that any party had a greater or lesser hand in construing drafting this Agreement; (bix) the singular includes captions of the plural articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and vice versa; (c) references to Sectionsin no way define, and ▇▇▇▇▇▇▇▇▇ arelimit, unless stated to construe or describe the contraryscope or extent of such section, references to the Sections of, and Schedules to, or in any way affect this Agreement; (dx) the words “include”any references herein to a particular Article, “including” and “in particular” shall be construed as being by way of illustration Section or emphasis only and shall not be construed as, nor shall they be given the effect Exhibit means an Article or Section of, limiting the generality of any preceding wordsor an Exhibit to, this Agreement unless otherwise expressly stated herein; (exi) a “person” the Exhibits attached hereto are incorporated herein by reference and shall be construed as a reference to any natural person, company, corporation, government, state or agency considered part of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (oxii) unless otherwise specified herein, all accounting terms used herein shall be interpreted, and all determinations with respect to accounting matters hereunder shall be made, in accordance with generally accepted accounting principles in the United States, as in effect from time to time, applied on a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writingconsistent basis; (pxiii) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, all references to days shall carry their technical or trade/commercial meaningmean calendar days unless otherwise provided; (qxiv) in the event of any conflict between the Power Purchase Agreement and this Agreementexcept as specifically noted herein, the provisions of the Power Purchase Agreement all references to time shall prevailmean Pittsburgh, Pennsylvania time; and (rxv) a reference references to writing includes any means of reproducing words in a tangible person shall include such person’s successors and permanently visible formpermitted assigns.

Rules of Interpretation. In For purposes of this Agreement: Plan: (a1) in the title appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, by-law, instrument, release, or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with the applicable Law, including the Bankruptcy Code and Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (10) any effectuating provisions may be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan and without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; (11) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall be ignored apply; (12) any term used in construing this Agreement; capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (b13) the singular includes the plural and vice versa; (c) all references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to docket numbers of documents Filed in the contrary, Chapter 11 Cases are references to the Sections ofdocket numbers under the Bankruptcy Court’s CM/ECF system; (14) all references to statutes, regulations, orders, rules of courts, and Schedules tothe like shall mean as amended from time to time, this Agreement; and as applicable to the Chapter 11 Cases, unless otherwise stated; (d15) the words “include”, “including” and “in particularincluding,” shall be construed as being by way of illustration or emphasis only and variations thereof, shall not be construed asdeemed to be terms of limitation, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” and shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are deemed to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among followed by the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; words “without limitation”; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n16) references to recitals“Proofs of Claim,” “holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interest,” “holders of Interests,” “Disputed Interests,” and the like, sections, clauses, paragraphs as applicable; (17) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions intent of the Power Purchase Agreement shall prevailPlan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and and (r18) a reference all references herein to writing includes any means of reproducing words in a tangible and permanently visible formconsent, acceptance, or approval may be conveyed by counsel for the respective parties that have such consent, acceptance, or approval rights, including by electronic mail.

Rules of Interpretation. In For purposes of this Agreement: Plan: (a1) in the title of appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and headings are for convenience only and conditions means that the referenced document shall be ignored substantially in construing that form or substantially on those terms and conditions; provided that nothing in this clause (2) shall affect any parties’ consent rights over any of the Definitive Documents (as defined in the Restructuring Support Agreement; ) or any amendments thereto; (b3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed, or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented in accordance with the singular Plan or Confirmation Order, as applicable; (4) any reference to an Entity as a Holder of a Claim or Interest includes the plural that Entity’s successors and vice versa; assigns; (c5) unless otherwise specified, all references herein to “Articles” are references to SectionsArticles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, bylaw, instrument, release, or other agreement or document created or entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and ▇▇▇▇▇▇▇▇▇ areconstrued and enforced in accordance with applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) unless stated to the contraryotherwise specified, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, ,” “including,” and “in particular” shall be construed as being by way of illustration or emphasis only and variations thereof shall not be construed as, nor shall they deemed to be given the effect of, limiting the generality terms of any preceding words; (e) a “person” limitation and shall be construed as deemed to be followed by the words “without limitation”; (10) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a reference part of or to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more affect the interpretation of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; Plan; (f11) unless otherwise expressly provided specified herein, whenever the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (12) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (13) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Court’s CM/ECF system; (14) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (15) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a consent manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval is required by one Party from of the Court or any other PartyEntity; and (16) unless otherwise specified, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are action to be taken on the Plan Effective Date may be taken on or as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so soon as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formreasonably practicable thereafter.

Rules of Interpretation. In this Agreement:‌ (a) Unless otherwise specified, all the title terms used in this Agreement without initial capitals, which are defined or the meanings of document and headings which are for convenience only and shall be ignored determined in construing the PPSA or the STA, have the same meanings in this Agreement;Agreement as defined or determined in the PPSA or the STA, as applicable. (b) the singular includes the plural and vice versa; (c) references to SectionsUnless otherwise indicated, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified, refinanced or replaced and in effect from time to time. (c) The use in this Agreement or any of the Collateral Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as amendedthe word “shall”. Except as otherwise provided herein, variedall references herein to “$” or “dollars” are to Canadian dollars. (d) References to “Sections”, supplemented or novated in writing at the relevant time in accordance with the requirements “clauses” and “Recitals” will be to Sections, clauses and Recitals, respectively, of such agreement or document and if applicable this Agreement unless otherwise specifically provided. (e) References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. (f) References to “Exhibits” will be to Exhibits to this Agreement with respect unless otherwise specifically provided. (g) This Agreement, the Collateral Documents and any documents or instruments delivered pursuant hereto will be construed without regard to the amendments; (n) references to recitals, sections, clauses, paragraphs identity of the party who drafted it. Each and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event every provision of any conflict between the Power Purchase Agreement and this Agreement, the Collateral Documents and any instruments and documents entered into and delivered in connection therewith will be construed as though the parties participated equally in the drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the Collateral Documents and any instruments and documents entered into and delivered in connection with this Agreement or any of the Collateral Documents. (h) Time is of the essence in the performance of the Parties’ respective obligations. (i) A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of the Power Purchase Agreement shall prevail; andany statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation or, in each case, any provision thereof. (rj) a reference For the purposes of calculating any amounts under this Agreement in respect of any Secured Swap Obligations, such amounts shall be calculated to writing includes any means of reproducing words in a tangible and permanently visible formgive effect to all netting arrangements relating to or under the relevant Secured Swap Documents governing such Secured Swap Obligations.

Rules of Interpretation. In For all purposes of this AgreementAgreement and the other Loan Documents, except as otherwise expressly provided herein or therein or unless the context otherwise requires: (ai) references to any Person defined in this Section 1 refer to such Person and its permitted successor in title and assigns or (as the title of document case may be) his permitted successors, assigns, heirs, executors, administrators and headings are for convenience only and shall be ignored in construing this Agreementother legal representatives; (bii) references to any agreement, instrument or document defined in this Section 1 refer to such document as originally executed, or if subsequently amended, varied or supplemented from time to time, as so amended, varied or supplemented and in effect at the relevant time of reference thereto; (iii) words importing the singular includes only shall include the plural and vice versa, and the words importing the masculine gender shall include the feminine gender and vice versa, and all references to dollars shall be United States dollars; (civ) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated any law include any amendment or modification to the contrary, references to the Sections of, and Schedules to, this Agreementsuch law; (dv) the words “include”, ,” “includes” and “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall are not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordslimiting; (evi) a “person” shall be construed all terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as a reference in effect in the Commonwealth of Massachusetts, have the meanings assigned to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective intereststhem therein; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (gvii) the words “winding-up”, “dissolution”, “insolvency”, or “reorganizationherein,” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, ,” “hereinhereunder” and similar expressions words of like import shall be construed as references refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any subdivision of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (oviii) a reference accounting terms not otherwise defined in this Agreement or any of the other Loan Documents have the meanings assigned to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not them in writingaccordance with GAAP; (pix) words and abbreviationsreferences to “either Bank” or “either of the Banks” shall be deemed to be references to “each Bank”, which have“each of the Banks”, well known technical “any Bank” or trade/commercial meaning“any of the Banks”, used in this Agreement, shall carry their technical or trade/commercial meaningas the case may be; (qx) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions references to “both Banks” or “both of the Power Purchase Agreement Banks” shall prevailbe deemed to be references to “all Banks” or “all of the Banks”, as the case may be; and (rxi) all of the obligations of the Borrowers under this Agreement or any other Loan Document shall be the joint and several obligations of the Borrowers; provided that to the extent that any Borrower does not qualify as an “eligible contract participant” under the Commodity Exchange Act at the time that a reference to writing includes Hedging Obligation of any means of reproducing words in a tangible and permanently visible formother Borrower is incurred, such Borrower shall not be jointly liable for such Hedging Obligation.

Rules of Interpretation. In this Agreement: For purposes herein: (a) in the title of document appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and headings are for convenience only the plural, and pronouns stated in the masculine, feminine, or neuter gender shall be ignored in construing this Agreement; include the masculine, feminine and the neuter gender; (b) any reference herein to an existing document or exhibit having been filed or to be filed shall mean that document or exhibit, as it may thereafter be amended, modified, or supplemented in accordance with the singular includes terms of such document or exhibit and subject to the plural and vice versa; Restructuring Support Agreement; (c) unless otherwise specified, all references herein to “Articles” are references to SectionsArticles hereof or hereto; (d) unless otherwise stated, the words ‘‘herein,’’ “hereof,” and ▇▇▇▇▇▇▇▇▇ are, unless stated ‘‘hereto’’ refer to the contraryPlan in its entirety rather than to a particular portion of the Plan; (e) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation hereof; (f) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; and (g) any term used in capitalized form herein that is not otherwise defined herein but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (h) references to docket numbers of documents Filed in the Chapter 11 Case are references to the Sections ofdocket numbers under the Bankruptcy Court’s CM/ECF system; (i) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; and Schedules to, this Agreement; (dj) the words “include”, “including” and “in particularincluding,” shall be construed as being by way of illustration or emphasis only and variations thereof, shall not be construed asdeemed to be terms of limitation, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” and shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are deemed to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among followed by the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions words “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible form.”

Rules of Interpretation. In this Agreement: Unless the context otherwise clearly requires: (a) a term has the title of document and headings are for convenience only and shall be ignored in construing this Agreement; meaning assigned to it; (b) the singular includes the plural and vice versa; word “or” is not exclusive; (c) references to Sectionswherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and ▇▇▇▇▇▇▇▇▇ arepronouns stated in either the masculine, unless stated to feminine or neuter shall include the contrarymasculine, references to the Sections of, feminine and Schedules to, this Agreement; neuter; (d) the words provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, ” or “including” and “in particular” or similar expressions shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a deemed to mean “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; without limitation”; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction all references in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to be taken as mutually explanatory the designated Articles, Sections, paragraphs, clauses and supplementary to each other and if there is any inconsistency between or among the parts subdivisions of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) and the expressions words “herein,” “hereof”, ,” “hereinhereunder” and other words of similar expressions shall be construed as references import refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a personArticle, corporationSection, trustparagraph, partnership, unincorporated body clause or other entity includes any of them subdivision; (g) all references in this Agreement to “$,” dollars or cash amounts shall mean United States Dollars; and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mh) any definition of or reference to any agreement agreement, instrument, document, statute or document regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, varied, supplemented or novated otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in writing at reliance upon the relevant time economic and legal bargains contained herein and shall be interpreted and construed in accordance with the requirements of such agreement or document a fair and if applicable to impartial manner. Wherever in this Agreement with respect a Member or other Person is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Member or Person is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other interest of the Company, any Subsidiary of the Company or any other Member or Person. Wherever in this Agreement a Member is permitted or required to make a decision or determination or take an action in its “discretion” or its “judgment,” that means that such Member may take that decision in its “sole discretion” or “sole judgment” without regard to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event interests of any conflict between the Power Purchase Agreement and this Agreementother Person, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formexcept as limited by Section 8.8(b).

Rules of Interpretation. In this AgreementAgreement and in any attachments, appendices, exhibits or schedules that may be attached hereto, except to the extent that the context requires otherwise: (a) the title Table of document Contents and the headings are of the Articles and Sections herein have been inserted as a matter of convenience for convenience reference only and shall be ignored in construing this Agreementnot control or affect the meaning or construction of any of the terms or provisions hereof; (b) the singular includes the plural and vice versathe masculine includes the feminine and neuter unless the context requires otherwise; (c) references to Sectionsany document, agreement or Law, including this Agreement, any NRC or INPO requirements and guidelines, any Operator Policies and Procedures and any Required Permits, shall be deemed to include references to (i) all attachments, appendices, exhibits, and ▇▇▇▇▇▇▇▇▇ areschedules attached thereto and (ii) such document, agreement or Law as amended, modified, supplemented, replaced or restated from time to time in accordance with its terms (if applicable) and (where applicable) subject to compliance with the requirements set forth therein; (d) all attachments, appendices, exhibits, and schedules, if any, that may be attached hereto are incorporated herein by this reference and are intended to be a part of this Agreement; provided, however, that in the event of a conflict between the terms of an attachment, appendix, exhibit, and schedule attached hereto and the terms of the remainder of this Agreement, the terms of the remainder of the Agreement shall take precedence; (e) unless stated to the contraryexpress reference otherwise provides, references to the Sections of“Articles,” “Sections,” clauses, and Schedules to“Paragraphs,” “Attachments,” “Appendices,” “Exhibits,” or “Schedules,” or like terms are to articles, sections, clauses, paragraphs, appendices, exhibits or schedules of this Agreement; (df) the words “include”, “including” and “in particular” all references to a particular Person shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as include a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, such Person’s successors and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayedassigns; (g) the words “winding-up”, “dissolution”, “insolvency”, or “reorganizationherein,” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions “hereunder” shall be construed as references refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any subsection of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; the words “include,” “includes” or “including” shall mean “including, but not limited to; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible form.”

Rules of Interpretation. In this Agreement: For purposes herein: (a1) in the title appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a holder of document a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (9) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall be ignored apply; (10) any term used in construing this Agreement; capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (b11) the singular includes the plural and vice versa; (c) all references to Sectionsdocket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (12) all references to statutes, regulations, orders, rules of courts, and ▇▇▇▇▇▇▇▇▇ arethe like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless stated otherwise stated; (13) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and (14) except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration Debtors or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which Reorganized Debtors shall mean the relevant expression appears; (k) a reference to a personDebtors and the Reorganized Debtors, corporationas applicable, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in extent the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formcontext requires.

Rules of Interpretation. In For purposes of this Agreement: Plan: (a1) in the title of appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and headings are for convenience only and conditions means that the referenced document shall be ignored substantially in construing that form or substantially on those terms and conditions; provided that nothing in this Agreement; clause (b2) shall affect any parties’ consent rights over any of the singular Definitive Documents or any amendments thereto (both as that term is defined herein and as it is defined in the RSA); (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented in accordance with the Plan or Combined Order, as applicable; (4) any reference to an Entity as a Holder of a Claim or Interest includes the plural that Entity’s successors and vice versa; assigns; (c5) unless otherwise specified, all references herein to “Articles” are references to SectionsArticles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, by-law, instrument, release, or other agreement or document created or entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and ▇▇▇▇▇▇▇▇▇ areconstrued and enforced in accordance with the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) unless stated to the contraryotherwise specified, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particularincluding,” shall be construed as being by way of illustration or emphasis only and variations thereof, shall not be construed asdeemed to be terms of limitation, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” and shall be construed as deemed to be followed by the words “without limitation”; (10) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a reference part of or to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more affect the interpretation of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; Plan; (f11) unless otherwise expressly provided specified herein, whenever the rules of construction set forth in Bankruptcy Code section 102 shall apply; (12) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (13) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (14) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (15) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a consent manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval is required by one Party from of the Bankruptcy Court or any other PartyEntity; and (16) unless otherwise specified, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are action to be taken on the Effective Date may be taken on or as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so soon as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formreasonably practicable thereafter.

Rules of Interpretation. In this Agreement: (a) the title The definitions of document and headings are for convenience only and terms herein shall be ignored in construing this Agreement; (b) apply equally to the singular includes and plural forms of the plural terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and vice versa; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the neuter forms. The words “include”, “includingincludes” and “in particularincluding” shall be deemed to be followed by the phrase “, without limitation,”. The word “will” shall be construed to have the same meaning and effect as being by way the word “shall”. In the computation of illustration or emphasis only periods of time from a specified date to a later specified date, the word “from” shall mean “from, and including,”, and the word “to” shall not be construed asmean “to, nor shall they be given but excluding,”. Unless the effect context otherwise requires: (i) any definition of, limiting the generality of or reference to, any preceding words; (e) a “person” agreement, instrument or other document herein shall be construed as a reference referring to such agreement, instrument or other document as it was originally executed, or as it may from time to time be amended, restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing, as applicable (subject to any natural personrestrictions on such amendments, companyrestatements, corporationamendments and restatements, governmentsupplements, state increases, extensions, refinancings, renewals, replacements, and/or other written modifications as set forth herein or agency of a state or in any association other Credit Document); (whether or not having separate legal personalityii) of two or more of the above and a person any reference herein to any Person shall be construed as including a reference to its successors, permitted transferees, include such Person’s successors and permitted assigns in accordance with their respective interests; assigns; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (giii) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions words “hereof”, “herein”, “hereto” and “hereunder”, and words of similar expressions import, when used in any Credit Document, shall be construed as references to this Agreement as a whole refer to such Credit Document in its entirety, and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement particular provision hereof or document thereof; (iv) all references in a Credit Document to Sections, Exhibits, Annexes, Appendices and Schedules shall be construed as amendedto refer to Sections of, variedand Exhibits, supplemented Annexes, Appendices and Schedules to, the Credit Document in which such references appear; (v) all references contained in a Section to clauses or novated definitions occurring “above” or “below” shall refer to the applicable clause of, or definition set forth in, such Section, and all general references contained in writing at a Section or clause thereof to “the relevant time in accordance with above” or “the requirements below” shall refer, collectively, to all provisions of such agreement Section or document and if applicable clause, as the case may be, occurring prior to this Agreement with respect to the amendments; (n) references to recitalsor after, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreementas applicable, the provisions occurrence of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible form.such general reference;

Rules of Interpretation. In The following rules of interpretation shall apply in this AgreementAgreement unless something in the subject matter or context is inconsistent therewith: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b1) the singular includes the plural and vice vice-versa; (c2) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if where a word or phrase is defined, its other grammatical forms shall be deemed to have a corresponding meaningmeanings; (m3) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated the headings in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect form no part of this Agreement and are deemed to have been inserted for convenience only and shall not affect the amendmentsconstruction or interpretation of any of its provisions; (n4) all references in this Agreement shall be read with such changes in number and gender that the context may require; (5) references to recitals“Articles,” “Sections”, sections“Recitals” and “Exhibits” refer to articles, clauses, paragraphs sections and schedules are references respectively to recitals, sections, clauses, paragraphs recitals of and schedules exhibits to this Agreement; (o6) the use of the words “including” or “includes” followed by a reference to an act specific example or conduct includes, without limitation, an omission, statement or undertaking whether or examples shall not in writingbe construed as limiting the meaning of the general wording preceding it; (p7) words and abbreviationsthe rule of construction that, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between ambiguity, the Power Purchase Agreement and this contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement, shall not apply; (8) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (9) any reference to a statute is a reference to the applicable statute and to any regulations made pursuant thereto and includes all amendments made thereto and in force, from time to time, and any statute or regulation that has the effect of supplementing or superseding such statute or regulation; (10) unless something in the subject matter or context is inconsistent therewith or unless otherwise provided, a reference to a specific agreement or document is to that agreement or document in its current form or as the same may from time to time be amended, novated, supplemented or replaced; (11) all calculations and computations made pursuant to this Agreement shall be carried out in accordance with IFRS consistently applied to the extent that such principles are not inconsistent with the provisions of the Power Purchase Agreement shall prevailthis Agreement; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible form.

Rules of Interpretation. In With reference to this Pledge Agreement, unless otherwise specified herein: (a) The definitions of terms herein shall apply equally to the title singular and plural forms of document the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and headings are for convenience only neuter forms. The words "include," "includes" and "including" shall be ignored deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in construing this Agreement; any Finance Document), (bii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the singular includes the plural words "herein," "hereof" and vice versa; "hereunder," and words of similar import when used herein, shall be construed to refer to this Pledge Agreement in its entirety and not to any particular provision hereof, (civ) all references herein to Articles, Sections, Exhibits and ▇▇▇▇▇▇▇▇▇ are, unless stated Schedules shall be construed to the contrary, references refer to the Articles and Sections of, and Exhibits and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Pledge Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mv) any reference to any agreement Law shall include all statutory and regulatory provisions consolidating, amending, replacing or document interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time and (vi) the words "asset" and "property" shall be construed as amendedto have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, variedincluding cash, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document securities, accounts and if applicable to this Agreement with respect to the amendments;contract rights. (nb) references In the computation of periods of time from a specified date to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreementlater specified date, the provisions of word "from" means "from and including;" the Power Purchase Agreement shall prevail; and (r) a reference words "to" and "until" each mean "to writing includes any but excluding;" and the word "through" means of reproducing words in a tangible "to and permanently visible formincluding."

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of document this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate; (c) the word “including” and headings are for convenience only its derivatives means “including without limitation” and is a term of illustration and not of limitation; (d) all definitions set forth herein shall be ignored deemed applicable whether the words defined are used herein in construing the singular or in the plural and correlative forms of defined terms shall have corresponding meanings; (e) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”; (f) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (g) all references to prices, values, or monetary amounts refer to United States dollars; (h) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (i) the captions of the articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement; (bj) the singular includes the plural and vice versaany references herein to a particular section, exhibit, or schedule means a section of, or an exhibit or schedule to, this Agreement unless otherwise expressly stated herein; (ck) references to Sections, the exhibits and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, schedules attached hereto are incorporated herein by reference and Schedules to, shall be considered part of this Agreement; (dl) the words “include”unless otherwise specified herein, “including” and “in particular” all accounting terms used herein shall be construed as being by way of illustration or emphasis only interpreted, and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” all determinations with respect to accounting matters hereunder shall be construed as a reference to any natural personmade, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided hereinGAAP, whenever applied on a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaningconsistent basis; (m) any reference all references to any agreement or document days shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsmean calendar days unless otherwise provided; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement;time shall mean New York City time; and (o) a reference references to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formpermitted assigns.

Rules of Interpretation. In this Agreement: (a) Headings to Clauses and Schedules and the title table of document contents are included for ease of reference only, and headings are for convenience only and shall be ignored in construing not to affect the interpretation of this Agreement;. (b) In this Agreement, unless expressly stated otherwise: (i) the singular includes the plural and vice versawords "include" or "including" (or any similar term) are not to be construed as implying any limitation; (cii) references to Sectionsgeneral words shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreementmatters or things; (diii) the words “include”, “including” and “in particular” indicating gender shall be construed treated as being by way of illustration referring to the masculine, feminine or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordsneuter as appropriate; (eiv) a “person” shall be construed as the word "or" is not exclusive; (v) any reference to any document other than this Agreement is a reference to that other document as amended, restated, varied, supplemented, novated or otherwise modified (in each case, other than in breach of the provisions of this Agreement) at any natural time; (vi) any reference to the time of day is a reference to Managua time and any reference to a "day" (including within the defined term Business Day) shall mean a period of twenty-four (24) hours running from midnight to midnight; (vii) any reference to something being "in writing" or "written" includes any mode of representing or reproducing words in visible form that is capable of reproduction in hard copy form, including words transmitted by facsimile or e-mail but excluding any other form of electronic or digital communication; (viii) any reference to a document or communication being "signed" by or on behalf of any person means signature in manuscript by that person or its authorised agent or attorney (which manuscript signature may be affixed or transmitted by facsimile or e-mail) and not by any other method of signature; (ix) any reference to a "person" includes any individual, body corporate, trust, company, corporationpartnership, governmentjoint venture, state unincorporated association or agency of a state governmental, quasi-governmental, judicial or regulatory entity (or any association (department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (fx) unless otherwise expressly provided hereinany references to the "Parties" are to the parties to this Agreement, whenever and each is a consent or approval is required by one Party from any other "Party, such consent or approval shall not be unreasonably withheld or delayed"; (gxi) the “winding-up”any reference to an "asset" includes any assets, “dissolution”properties, “insolvency”rights, claims, contracts, interests and privileges of any type and description, real, personal or “reorganization” of mixed, whether tangible or intangible, including intellectual property; (xii) any references to a company or corporation "company" shall be construed so as to include any equivalent company, corporation or analogous proceedings under the Law of the jurisdiction in which such company other body corporate or corporation is other similar legal entity, wherever and however incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsestablished; (hxiii) different parts any reference a "contract" includes any lease, licence, mortgage, indenture, note, bond, agreement, understanding, arrangement or other instrument, whether written or oral; (xiv) any reference to a "governmental body" includes any governmental, administrative, quasi-governmental or regulatory body or authority (including any securities exchange) or any instrumentality, agency, department, political sub-division or bureau of any such entity, or any court, tribunal, arbitrator, or other legislative or judicial body; (xv) any reference to a "proceeding" includes any litigation, arbitration or proceeding, whether civil, criminal, investigative or administrative; (xvi) any references to a Party include references to a person: (A) who is the legal personal representative of a Party who is an individual; (B) who for the time being is entitled (by assignment, novation or otherwise) to that Party's rights under this Agreement (or any interest in those rights); (C) who, as administrator, liquidator or otherwise, is entitled to exercise those rights; and (D) to whom any rights under this Agreement (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that Party; (xvii) where provision is made for the giving of any agreement, notice, certificate, determination, election, consent, waiver, request or approval by any person, that notice, certificate, determination, election, consent or approval shall be in writing and the words "agree", "notify", "determine", "elect", "consent", "waive", "request" or "approve" (and, in each case, any other verb or noun form thereof) shall be construed accordingly; (xviii) any references to "Clauses" are to the clauses of this Agreement; (xix) any references to the "Recitals" and the "Schedules" are to the recitals and schedules to this Agreement, and the Recitals and the Schedules shall each form part of this Agreement are to be taken and have the same force and effect as mutually explanatory and supplementary to each other and if there is any inconsistency between or among set out in the parts body of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (ixx) reference to where any gender includes capitalised term is defined within a reference to all genders; (j) particular Clause in the expressions “hereof”, “herein” and similar expressions shall be construed as references to body of this Agreement as a whole and not limited opposed to this Clause 1, that term shall bear the particular section or provision meaning ascribed to it in which the relevant expression appears;that Clause wherever it is used in this Agreement; and (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mxxi) any reference to any agreement Nicaraguan legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or document shall any legal concept or thing shall, in respect of any jurisdiction other than Nicaragua, be construed as amended, varied, supplemented or novated deemed to include what most nearly approximates in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect that jurisdiction to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formNicaraguan legal term.

Rules of Interpretation. In this AgreementFor the purposes of the Plan: (a1) in the title of document appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and headings are for convenience only the plural, and pronouns stated in the masculine, feminine, or neuter gender shall be ignored in construing this Agreementinclude the masculine, feminine, and the neuter gender; (b2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the singular includes the plural referenced document shall be substantially in that form or substantially on those terms and vice versaconditions; provided that no document shall be deemed to be substantially in such form or substantially on such terms if any variation from such terms has any substantive legal or economic effect on any party; (c3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; provided that any such amendment, modification, or supplement is made in accordance with the terms of the Plan and the terms governing any applicable document, schedule, or exhibit, including any consent right in favor of the Plan Sponsor, the EFH Debtors, the Reorganized EFH Debtors, the EFIH Debtors or the Reorganized EFIH Debtors. (4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to SectionsArticles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, or similar formation document or agreement, by-law, instrument, release, or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and ▇▇▇▇▇▇▇▇▇ areconstrued and enforced in accordance with the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (11) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (12) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (13) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless stated otherwise stated; (14) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; provided, however, that no effectuating provision shall be immaterial or deemed immaterial if it has any substantive legal or economic effect on any party; (15) except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration Debtors or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which Reorganized Debtors shall mean the relevant expression appears; (k) a reference to a personDebtors and the Reorganized Debtors, corporationas applicable, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in extent the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formcontext requires.

Rules of Interpretation. In this Agreement: For purposes of the Plan: (a1) in the title of appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and headings are for convenience only and conditions means that the referenced document shall be ignored substantially in construing this Agreement; such form or substantially on such terms and conditions; (b3) the singular includes the plural and vice versa; (c) references unless otherwise specified, any reference herein to Sectionsan existing document, and ▇▇▇▇▇▇▇▇▇ areschedule, unless stated to the contraryor exhibit, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not Filed, having separate legal personality) of two been Filed or more of the above and a person to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be construed as including a reference to its successorsamended, permitted transfereesmodified, and permitted assigns or supplemented in accordance with their respective interests; the Plan or Confirmation Order, as applicable; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles of the Plan; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, charters, bylaws, partnership agreements, limited liability company agreements, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, instrument, release, or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed as amended, varied, supplemented or novated in writing at the relevant time and enforced in accordance with the requirements applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) any immaterial effectuating provisions may be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of such agreement the Plan all without further notice to or document action, order, or approval of the Bankruptcy Court or any other Entity; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (11) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (12) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (13) all references to statutes, regulations, orders, rules of courts, and if the like shall mean as amended from time to time, and as applicable to this Agreement with respect to the amendments; Chapter 11 Cases, unless otherwise stated; (n14) references to recitals“Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interest,” “Holders of Interests,” “Disputed Interests,” and the like, sections, clauses, paragraphs as applicable; (15) captions and schedules headings are references respectively inserted for convenience of reference only and are not intended to recitals, sections, clauses, paragraphs and schedules be a part of or to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in affect the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions interpretation of the Power Purchase Agreement Plan; (16) references to “shareholders,” “directors,” and/or “officers” shall prevailalso include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; and and (r17) a reference all references herein to writing includes any means of reproducing words in a tangible and permanently visible formconsent, acceptance, or approval may be conveyed by counsel for the respective Person or Entity that have such consent, acceptance, or approval rights, including by electronic mail.

Rules of Interpretation. In With reference to this Security Agreement, unless otherwise specified herein: (a) The definitions of terms herein shall apply equally to the title singular and plural forms of document the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and headings are for convenience only neuter forms. The words “include,” “includes” and “including” shall be ignored deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in construing this Agreement; any Loan Document), (bii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the singular includes the plural words “herein,” “hereof” and vice versa; “hereunder,” and words of similar import when used herein, shall be construed to refer to this Security Agreement in its entirety and not to any particular provision hereof, (civ) all references herein to Articles, Sections, Exhibits and ▇▇▇▇▇▇▇▇▇ are, unless stated Schedules shall be construed to the contrary, references refer to the Articles and Sections of, and Exhibits and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Security Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mv) any reference to any agreement Law shall include all statutory and regulatory provisions consolidating, amending, replacing or document interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed as amendedto have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, variedincluding cash, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document securities, accounts and if applicable to this Agreement with respect to the amendments;contract rights. (nb) references In the computation of periods of time from a specified date to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreementlater specified date, the provisions of word “from” means “from and including;” the Power Purchase Agreement shall prevail; and (r) a reference words “to” and “until” each mean “to writing includes any but excluding;” and the word “through” means of reproducing words in a tangible “to and permanently visible formincluding.”

Rules of Interpretation. In this AgreementContract, unless otherwise defined or indicated or otherwise required by the context, the following rules of interpretation shall apply: (a) reference to, and the title definition of, any document (including any exhibits) shall be deemed a reference to such document as it may be amended, supplemented, revised or modified upon mutual written agreement by the Parties in the method prescribed herein; b) all references to a “section” or "Exhibit" are to a section or Exhibit of document this Contract unless specified otherwise, and references to a “section” include all of its subsections unless specified otherwise; c) the table of contents and section headings and other captions are for convenience the purpose of reference only and shall be ignored in construing this Agreementdo not limit or affect the content, meaning or interpretation of the text; (bd) defined terms in the singular includes shall include the plural and vice versa, and the masculine, feminine, or neuter gender shall include all genders; (ce) references to Sectionsthe words “hereof", "herein" and “hereunder”, and ▇▇▇▇▇▇▇▇▇ arewords of similar import, unless stated shall refer to the contrary, references this Contract as a whole and not to the Sections of, and Schedules to, any particular provision of this AgreementContract; (df) the words “include”, “includingincludes” and "including" are deemed to be followed by the phrase “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordswithout limitation”; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement a governmental entity or document person shall be construed as amended, varied, supplemented include the governmental entity’s or novated in writing at the relevant time in accordance with the requirements of such agreement or document person's authorized successors and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevailassigns; and h) the words “quarterly,” “on a quarterly basis,” “quarterly meeting” or other similar terms mean, unless otherwise stated herein, once every three (r3) a reference to writing includes any means months, beginning on the Effective Date unless otherwise stated.; i) the words “will” and “shall” are used interchangeably as expressions of reproducing words in a tangible and permanently visible formcommand, not merely as expressions of future intent or expectation, unless otherwise required by the context.

Rules of Interpretation. In this Agreement: (a) Any of the title of document and headings are for convenience only and shall terms defined herein may, unless the context otherwise requires, be ignored used in construing this Agreement;the singular or the plural, depending on the reference. (b) Whenever the singular includes context may require, any pronoun shall include the plural corresponding masculine, feminine and vice versa;neuter forms. (c) references to SectionsUnless otherwise indicated, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document instrument shall be deemed to include a reference to such agreement or instrument as assigned, amended, amended and restated, supplemented, otherwise modified from time to time or replaced in accordance with the terms of this Agreement. (d) The use in this Agreement or any of the other Security Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” (e) References to “Sections” and “clauses” shall be to Sections and clauses, respectively, of this Agreement unless otherwise specifically provided. (f) References to “Articles” shall be to Articles of this Agreement unless otherwise specifically provided. (g) References to “Exhibits” and “Schedules” shall be to Exhibits and Schedules, respectively, of this Agreement unless otherwise specifically provided. (h) The use in this Agreement of the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. (i) This Agreement, the other Security Documents and any documents or instruments delivered pursuant hereto shall be construed without regard to the identity of the party who drafted the various provisions of the same. Each and every provision of this Agreement, the other Security Documents and any instruments and documents entered into and delivered in connection therewith shall be construed as amendedthough the parties participated equally in the drafting of the same. Consequently, varied, supplemented or novated in writing at each of the relevant time in accordance with parties acknowledges and agrees that any rule of construction that a document is to be construed against the requirements of such agreement or document and if drafting party shall not be applicable either to this Agreement with respect to or the amendments; (n) references to recitals, sections, clauses, paragraphs other Security Documents and schedules are references respectively to recitals, sections, clauses, paragraphs any instruments and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not documents entered into and delivered in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formconnection therewith.

Rules of Interpretation. In this Agreement: (a) the title The definitions of document and headings are for convenience only and terms herein shall be ignored in construing this Agreement; (b) apply equally to the singular includes and plural forms of the plural terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and vice versa; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the neuter forms. The words “include”, “includingincludes” and “in particularincluding” shall be deemed to be followed by the phrase “, without limitation,”. The word “will” shall be construed to have the same meaning and effect as being by way the word “shall”. In the computation of illustration or emphasis only periods of time from a specified date to a later specified date, the word “from” shall mean “from, and including,”, and the word “to” shall not be construed asmean “to, nor shall they be given but excluding,”. Unless the effect context otherwise requires: (i) any definition of, limiting the generality of or reference to, any preceding words; (e) a “person” agreement, instrument or other document herein shall be construed as a reference referring to such agreement, instrument or other document as it was originally executed, or as it may from time to time be amended, restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing, as applicable (subject to any natural personrestrictions on such amendments, companyrestatements, corporationamendments and restatements, governmentsupplements, state increases, extensions, refinancings, renewals, replacements, and/or other written modifications as set forth herein or agency of a state or in any association other Credit Document); (whether or not having separate legal personalityii) of two or more of the above and a person any reference herein to any Person shall be construed as including a reference to its successors, permitted transferees, include such Person’s successors and permitted assigns in accordance with their respective interests; assigns; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (giii) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions words “hereof”, “herein”, “hereto” and “hereunder”, and words of similar expressions import, when used in any Credit Document, shall be construed as references to this Agreement as a whole refer to such Credit Document in its entirety, and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement particular provision hereof or document thereof; (iv) all references in a Credit Document to Sections, Exhibits, Annexes, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Annexes, Appendices and Schedules to, the Credit Document in which such references appear; (v) all references contained in a Section to clauses or definitions occurring “above” or “below” shall refer to the applicable clause of, or definition set forth in, such Section, and all general references contained in a Section or clause thereof to “the above” or “the below” shall refer, collectively, to all provisions of such Section or clause, as the case may be, occurring prior to or after, as applicable, the occurrence of such general reference; (vi) all references herein to sums denominated in Dollars or dollars, or with the symbol “$”, refer to the lawful currency of the United States, unless such reference specifically identifies another currency; (vii) any definition of, or reference to, any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting any such law, and any reference to, or definition of, any such law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, variedmodified and/or supplemented from time to time; and (viii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, supplemented including cash, securities, accounts and contract rights. (b) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or novated in writing at transfer, or similar term shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the relevant time in accordance with the requirements unwinding of such agreement a division or document allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of, or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and if applicable to this Agreement with respect to the amendments;each division of any limited liability company that is a Subsidiary, joint venture, or any other like term shall also constitute such a Person). (nc) Unless otherwise indicated, all references herein to recitalsa specific time of day shall be construed to refer to Eastern Standard Time or Eastern Daylight Savings Time, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in as the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formcase may be.

Rules of Interpretation. In this Agreement: 1. For purposes herein: (a) in the title appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) unless otherwise specified, any reference herein to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (c) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed, or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (d) any reference to any Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (e) unless otherwise specified, all references herein to “Articles” are references to Articles of this Plan; (f) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan; (g) subject to the provisions of any contract, certificate of incorporation, by-law, instrument, release, or other agreement or document created or entered into in connection with this Plan, the rights and headings are for convenience only obligations arising pursuant to this Plan shall be governed by, and construed and enforced in accordance with, applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (h) unless otherwise specified, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be ignored in construing this Agreement; deemed to be followed by the words “without limitation”; (b) the singular includes the plural and vice versa; (ci) references to Sections“shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; (j) any reference to directors or board of directors includes managers, managing members or any similar governing body, as the context requires, and ▇▇▇▇▇▇▇▇▇ arereferences to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable limited liability company Laws; (k) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interests,” “Holders of Interests,” “Disputed Interests,” and the like, as applicable; (l) captions and headings to Articles and subdivisions thereof are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation hereof; (m) unless otherwise specified, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (n) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (o) unless otherwise specified, all references to statutes, regulations, orders, rules of courts, and the like shall mean as in effect on the Effective Date and as applicable to the Chapter 11 Cases; (p) any effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of this Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity, and such interpretation shall control; (q) references to docket numbers are references to the docket numbers of documents Filed in the Chapter 11 Cases under the Bankruptcy Court’s CM/ECF system; and (r) all references herein to consent, acceptance, or approval may be conveyed by counsel for the respective parties that have such consent, acceptance, or approval rights, including by electronic mail. 2. Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to this Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Unless otherwise specified herein, any references to the “Effective Date” shall mean the Effective Date or as soon as reasonably practicable thereafter. 3. All references in this Plan to monetary figures refer to currency of the United States, unless stated otherwise expressly provided. 4. Except as otherwise specifically provided in this Plan to the contrary, references in this Plan to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “includingDebtors” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”Reorganized Debtors” mean the Debtors and the Reorganized Debtors, “dissolution”as applicable, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which extent the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formcontext requires.

Rules of Interpretation. In The following rules shall apply to the construction of this Agreement: Agreement unless the context requires otherwise: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b) the singular includes the plural and vice versa; the plural, the singular; (b) words importing any gender include the other genders; (c) references to Sectionsstatutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute to which reference is made and ▇▇▇▇▇▇▇▇▇ are, unless stated all regulations promulgated pursuant to the contrary, such statutes; (d) references to the Sections of“writing” include printing, photocopy, typing, email, facsimile, lithography and Schedules to, this Agreement; other means of reproducing words in a tangible visible form; (de) the words “includeincluding”, “includingincludes” and “in particularinclude” shall be construed as being deemed to be followed by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a words “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; without limitation”; (f) references to the introductory paragraph, preliminary statements, articles, sections (or groups of sections), Exhibits, appendices, or annexes are to those of this Agreement unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; indicated; (g) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments; (h) references to Persons include their respective successors and assigns to the extent successors or assigns are permitted or not prohibited by the terms of this Agreement; (i) “windingor” is not exclusive; (j) provisions apply to successive events and transactions; (k) references to documents or agreements which have been terminated or released or which have expired shall be of no force and effect after such termination, release, or expiration; (l) references to mail shall be deemed to refer to first-upclass mail, postage prepaid, unless another type of mail is specified; (m) all references to time shall be Central Standard Time; (n) references to specific persons, positions, or officers shall include those who or which succeed to or perform their respective functions, duties, or responsibilities; and (o) the terms “herein”, “dissolutionhereunder”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereofhereby”, “hereinhereof,” and any similar expressions shall be construed as references terms refer to this Agreement as a whole and not limited to the any particular articles, section or provision in which Community hereof; and the relevant expression appears; (k) a reference to a personterm “heretofore” means before the Effective Date, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing the term “now” means at the relevant time in accordance with Effective Date, and the requirements of such agreement or document and if applicable to this Agreement with respect to term “hereafter” means after the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formEffective Date.

Rules of Interpretation. In The following rules of interpretation shall apply to this Agreement: (a) the title defined terms in this Agreement shall apply equally to both the singular and plural forms of document and headings are for convenience only and shall be ignored in construing this Agreementthe terms defined; (b) whenever the singular includes context may require, any pronoun shall include the plural corresponding masculine, feminine and vice versaneuter forms; (c) the words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation,” and any list or series following any such term(s) is (i) not exhaustive and (ii) not meant to be limited to elements or items of the same or similar kind; (d) all references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Sections, Articles and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Exhibits and Schedules to, this Agreement; (d) Agreement unless the words “include”, “including” and “in particular” context shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordsotherwise require; (e) a all references to “personherein,” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, ,” “hereinhereunder,” and words of similar expressions import shall be construed as references refer to this Agreement as a whole and not limited to rather than specific sections hereof unless the particular section or provision in which the relevant expression appearscontext shall otherwise require; (kf) the word “or” is not exclusive; (g) a reference to any law includes any amendment or modification of such law and all regulations, rulings, and other laws promulgated thereunder and any reference to the laws of any jurisdiction shall be deemed to include a reference to the analogous laws, if any, of another relevant jurisdiction; (h) a reference to a personPerson includes its agents, corporation, trust, partnership, unincorporated body or other entity includes any of them successors and their respective successorspermitted assigns; (li) if a word collective reference to a group of Persons or phrase is definedentities shall be deemed also to be a reference to each Person or entity contained in such group in each such Person’s or entity’s individual capacity, its other grammatical forms shall have a corresponding meaningunless stated otherwise; (mj) any reference references to any document, instrument, or agreement (i) shall include all exhibits, schedules, and other attachments thereto, which shall be deemed incorporated by reference in such document, instrument, or document agreement, (ii) shall include all documents, instruments, or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument, or agreement, or replacement thereof, as amended, modified, and supplemented from time to time and in effect at any given time, and (k) this Agreement is the result of arm’s-length negotiations among, and has been reviewed by, each party hereto and its respective counsel. Accordingly, this Agreement shall be deemed to be the product of the parties thereto, and no ambiguity shall be construed as amended, varied, supplemented in favor of or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of against any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formparty.

Rules of Interpretation. In this Agreement: 1. For purposes herein: (a) in the title appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) unless otherwise specified, any reference herein to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (c) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed, or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (d) any reference to any Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (e) unless otherwise specified, all references herein to “Articles” are references to Articles of this Plan; (f) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan; (g) subject to the provisions of any contract, certificate of incorporation, by-law, instrument, release, or other agreement or document created or entered into in connection with this Plan, the rights and headings are for convenience only obligations arising pursuant to this Plan shall be governed by, and construed and enforced in accordance with, applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (h) unless otherwise specified, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be ignored in construing this Agreement; deemed to be followed by the words “without limitation”; (b) the singular includes the plural and vice versa; (ci) references to Sections“shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; (j) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interests,” “Holders of Interests,” “Disputed Interests,” and the like, as applicable; (k) captions and headings to Articles and subdivisions thereof are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation hereof; (l) unless otherwise specified, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (m) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (n) unless otherwise specified, all references to statutes, regulations, orders, rules of courts, and ▇▇▇▇▇▇▇▇▇ arethe like shall mean as in effect on the Effective Date and as applicable to the Chapter 11 Cases; (o) any effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of this Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity, and such interpretation shall control; (p) references to docket numbers are references to the docket numbers of documents Filed in the Chapter 11 Cases under the Bankruptcy Court’s CM/ECF system; and (q) all references herein to consent, acceptance, or approval may be conveyed by counsel for the respective parties that have such consent, acceptance, or approval rights, including by electronic mail. 2. Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to this Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Unless otherwise specified herein, any references to the Effective Date shall mean the Effective Date or as soon as reasonably practicable thereafter. 3. All references in this Plan to monetary figures refer to currency of the United States, unless stated otherwise expressly provided. 4. Except as otherwise specifically provided in this Plan to the contrary, references in this Plan to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration Debtors or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which Reorganized Debtors mean the relevant expression appears; (k) a reference to a personDebtors and the Reorganized Debtors, corporationas applicable, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in extent the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formcontext requires.

Rules of Interpretation. In this Agreement: For purposes of the Plan: (a) in the title of document appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and headings are for convenience only the plural, and pronouns stated in the masculine, feminine, or neuter gender shall be ignored in construing this Agreement; include the masculine, feminine, and the neuter gender; (b) the singular includes the plural unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and vice versa; conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, shall mean such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; (d) unless otherwise specified, all references herein to “Articles” and “Sections” are references to Articles and Sections, and ▇▇▇▇▇▇▇▇▇ arerespectively, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; hereof or hereto; (de) the words “include”, herein,” “includinghereof,” and “hereto” refer to the Plan in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference its entirety rather than to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more particular portion of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; Plan; (f) unless otherwise expressly provided herein, whenever captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a consent part of or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; to affect the interpretation of the Plan; (g) unless otherwise specified herein, the “winding-up”, “dissolution”, “insolvency”, or “reorganization” rules of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law construction set forth in section 102 of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; Bankruptcy Code shall apply; (h) different parts of this Agreement are any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to be taken such term in the Bankruptcy Code or the Bankruptcy Rules, as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; applicable; (i) reference references to any gender includes a reference docket numbers of documents Filed in the Chapter 11 Cases are references to all genders; the docket numbers under the Bankruptcy Court’s CM/ECF system; (j) the expressions references to “hereof”, Proofs of Claim,” “hereinHolders of Claims,” “Disputed Claims,” and similar expressions the like shall be construed include “Proofs of Interest,” “Holders of Interests,” “Disputed Interests,” and the like as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; applicable; (k) a reference references to a person“shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, corporation, trust, partnership, unincorporated body or other entity includes any of them as such terms are defined under the applicable state limited liability company laws; and their respective successors; (l) if any immaterial effectuating provisions may be interpreted by the Debtors or the Reorganized Debtors in such a word or phrase manner that is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance consistent with the requirements of such agreement or document overall purpose and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions intent of the Power Purchase Agreement shall prevail; and (r) a reference Plan all without further notice to writing includes or action, order, or approval of the Bankruptcy Court or any means of reproducing words in a tangible and permanently visible formother Entity.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (ai) the title words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection, or other subdivision of document this Agreement in which any such word is used; (ii) the word “including” and headings its derivatives mean “including without limitation” and are for convenience only terms of illustration and not of limitation; (iii) all definitions set forth herein shall be ignored deemed applicable whether the words defined are used herein in construing the singular or in the plural and correlative forms of defined terms shall have corresponding meanings; (iv) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”; (v) a defined term has its defined meaning throughout this Agreement and each Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (vi) all references to prices, values or monetary amounts refer to dollars of the United States of America; (vii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and the plural and all genders; (viii) the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson hereof or thereof, and no consideration may be given to any fact or presumption that any Party had a greater or lesser hand in drafting any Transaction Document; (ix) the captions of the articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section, or in any way affect this Agreement; (bx) the singular includes the plural and vice versaany references herein to a particular Section, Article, Exhibit, or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise expressly stated herein; (cxi) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, Exhibits and Schedules to, attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (dxii) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordsall references to days mean calendar days unless otherwise provided; (exiii) a “person” shall be construed as a reference all references to any natural persontime mean Houston, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interestsTexas time; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (nxiv) references to recitals, sections, clauses, paragraphs any Person shall include such Person’s successors and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevailpermitted assigns; and (rxv) any references to a reference Person that will be party to writing a Transaction Document includes any means of reproducing words in Person that is contemplated hereunder to be party to a tangible and permanently visible formTransaction Document.

Rules of Interpretation. In this Agreement: (a) the title of document and headings are for convenience only and When a reference is made in this Agreement to a section or article, such reference shall be ignored in construing to a section or article of this Agreement;Agreement unless otherwise clearly indicated to the contrary. (b) the singular includes the plural and vice versa; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) Whenever the words “include”, “includes” or “including” and “are used in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as deemed to give effect to each part;be followed by the words “without limitation.” (ic) reference to any gender includes a reference to all genders; (j) the expressions The words “hereof”, “herein”, “hereto” and “herewith” and words of similar expressions shall import shall, unless otherwise stated, be construed as references to refer to this Agreement as a whole and not limited to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the particular section or provision in which the relevant expression appears;articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. (kd) a reference The meaning assigned to a personeach term defined herein shall be equally applicable to both the singular and the plural forms of such term, corporation, trust, partnership, unincorporated body or other entity includes and words denoting any of them and their respective successors; (l) if gender shall include all genders. Where a word or phrase is defineddefined herein, each of its other grammatical forms shall have a corresponding meaning;. (me) any A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns. (f) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. (g) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as amendedif drafted jointly by the Parties, varied, supplemented and no presumption or novated in writing at burden of proof shall arise favoring or disfavoring any Party by virtue of the relevant time in accordance with the requirements authorship of such agreement or document and if applicable to any provisions of this Agreement with respect to the amendments;Agreement. (nh) references to recitals, sections, clauses, paragraphs Headings are for convenience only and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or do not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in affect the event interpretation of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; andthis Agreement. (ri) a Any Exhibits attached hereto are incorporated herein by reference to writing includes any means and shall be considered as part of reproducing words in a tangible and permanently visible formthis Agreement.

Rules of Interpretation. In The following rules of interpretation shall apply to this Agreement: (a) the title defined terms in this Agreement shall apply equally to both the singular and plural forms of document and headings are for convenience only and shall be ignored in construing this Agreementthe terms defined; (b) whenever the singular includes context may require, any pronoun shall include the plural corresponding masculine, feminine and vice versaneuter forms; (c) references the words “include,” “includes,” and “including” shall be deemed to Sections, be followed by the phrase “without limitation,” and ▇▇▇▇▇▇▇▇▇ are, unless stated any list or series following any such term(s) is (i) not exhaustive and (ii) not meant to be limited to elements or items of the contrary, references to the Sections of, and Schedules to, this Agreementsame or similar kind; (d) the words “include”all references herein to Articles, “including” Sections, Exhibits and “in particular” Schedules shall be construed as being by way of illustration or emphasis only deemed references to Articles and shall not be construed as, nor shall they be given the effect Sections of, limiting and Exhibits and Schedules, to this Agreement unless the generality of any preceding wordscontext shall otherwise require; (e) a all references to “personherein,” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, ,” “hereinhereunder,” and words of similar expressions import shall be construed as references refer to this Agreement as a whole and not limited to rather than specific sections hereof unless the particular section or provision in which the relevant expression appearscontext shall otherwise require; (kf) the word “or” is not exclusive; (g) a reference to any law includes any amendment or modification of such law and all regulations, rulings, and other laws promulgated thereunder and any reference to the laws of any jurisdiction shall be deemed to include a reference to the analogous laws, if any, of another relevant jurisdiction; (h) a reference to a person, corporation, trust, partnership, unincorporated body person or other entity includes any of them its agents, successors and their respective successorspermitted assigns; (li) if a word collective reference to a group of persons or phrase is definedentities shall be deemed also to be a reference to each person or entity contained in such group in each such person’s or entity’s individual capacity, its other grammatical forms shall have a corresponding meaningunless stated otherwise; (mj) any reference references to any document, instrument, or agreement or document (i) shall include all exhibits, schedules, and other attachments thereto, which shall be construed deemed incorporated by reference in such document, instrument, or agreement, (ii) shall include all documents, instruments, or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument, or agreement, or replacement thereof, as amended, variedmodified, and supplemented or novated from time to time and in writing effect at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevailgiven time; and (rk) a reference this Agreement is the result of arm’s-length negotiations among, and has been reviewed by, each party hereto and its respective counsel. Accordingly, this Agreement shall be deemed to writing includes be the product of the parties thereto, and no ambiguity shall be construed in favor of or against any means of reproducing words in a tangible and permanently visible formparty.

Rules of Interpretation. In For all purposes of this Loan Agreement: , except as otherwise expressly provided or unless the context otherwise requires: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b) the singular includes the plural and vice versa; the plural, the singular; (b) words importing any gender include the other genders; (c) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated statutes are to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a all statutory provisions consolidating, amending or replacing the statute to which reference is made and all regulations promulgated pursuant to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; such statutes; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (nd) references to recitals"writing" include printing, sectionsphotocopy, clausestyping, paragraphs lithography and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any other means of reproducing words in a tangible and permanently visible form; (e) the words "including," "includes" and "include" shall be deemed to be followed by the words "without limitation"; (f) references to the introductory paragraph, preliminary statements, articles, sections (or subdivisions of sections), exhibits, appendices, annexes or schedules are to those of this Loan Agreement unless otherwise indicated; (g) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent that such amendments and other modifications are permitted or not prohibited by the terms of this Loan Agreement; (h) references to Persons, including the District and the Trustee, include their respective successors and assigns permitted or not prohibited by the terms of this Loan Agreement; (i) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (j) "or" is not exclusive; (k) provisions apply to successive events and transactions; (l) references to documents or agreements which have been terminated or released or which have expired shall be of no force and effect after such termination, release or expiration; (m) references to mail shall be deemed to refer to first-class mail, postage prepaid, unless another type of mail is specified; (n) all references to time shall be to Pierre, South Dakota time; (o) references to specific persons, positions or officers shall include those who or which succeed to or perform their respective functions, duties or responsibilities referred to in the Loan proceedings; (p) the terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms refer to this Loan Agreement as a whole and not to any particular article, section or subdivision hereof, and the term "heretofore" means before the date of execution of this Loan Agreement, the term "now" means at the date of execution of this Loan Agreement and the term "hereafter" means after the date of execution of this Loan Agreement; and (q) references to payments of principal include any premium payable on the same date.

Rules of Interpretation. In Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions: (a) the title of document and headings are for convenience only and shall be ignored in construing words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) the singular includes the plural word “including” and vice versaits derivatives mean “including without limitation” and are terms of illustration and not of limitation; (c) references to Sections, all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or in the plural and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreementcorrelative forms of defined terms shall have corresponding meanings; (d) the words word “includeor” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference defined term has its defined meaning throughout this Agreement and each exhibit and schedule to any natural personthis Agreement, company, corporation, government, state regardless of whether it appears before or agency of a state or any association (whether or not having separate legal personality) of two or more of after the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interestsplace where it is defined; (f) unless otherwise expressly provided the phrase “made available,” when used herein, whenever a consent means that the information or approval is required materials referred to have been physically or electronically delivered, directly or indirectly, to the applicable party hereto or its Representatives (including information or materials that have been posted to an online “virtual data room” established by or on behalf of one Party from any other Partyof the parties hereto or their respective Affiliates, such consent and information and materials that have been publicly made available through filings with the SEC since December 31, 2022), in each case, on or approval shall not be unreasonably withheld or delayedbefore 2:00 p.m., August 28, 2024; (g) the “winding-up”all references to prices, “dissolution”, “insolvency”, values or “reorganization” of a company or corporation shall be construed so as monetary amounts refer to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtorsUnited States dollars; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is wherever used herein, any inconsistency between pronoun or among the parts of this Agreement, they pronouns shall be interpreted in a harmonious manner so as deemed to give effect include both the singular and plural and to each partcover all genders; (i) reference the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson thereof, and no consideration may be given to any gender includes fact or presumption that any applicable party had a reference to all gendersgreater or lesser hand in drafting any Transaction Document; (j) the expressions “hereof”captions of the articles, “herein” and similar expressions shall be construed as references to sections or subsections appearing in this Agreement are inserted only as a whole matter of convenience and not limited to in no way define, limit, construe or describe the particular section scope or provision extent of such section, or in which the relevant expression appearsany way affect this Agreement; (k) a reference any references herein to a personparticular Section, corporationArticle, trustExhibit or Schedule means a Section or Article of, partnershipor an Exhibit or Schedule to, unincorporated body or other entity includes any of them and their respective successorsthis Agreement unless otherwise expressly stated herein; (l) if a word or phrase is defined, its other grammatical forms the Exhibits and Schedules attached hereto are incorporated herein by reference and shall have a corresponding meaningbe considered part of this Agreement; (m) any reference to any agreement or document unless otherwise specified herein, all accounting terms used herein shall be construed as amendedinterpreted, variedand all determinations with respect to accounting matters hereunder shall be made, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsGAAP, applied on a consistent basis; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreementdays shall mean calendar days unless otherwise provided; (o) a reference all references to an act or conduct includestime shall mean Houston, without limitation, an omission, statement or undertaking whether or not in writingTexas time; (p) words references to any Person shall include such Person’s successors and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaningpermitted assigns; (q) references to the term “parties hereto” or “party hereto” when not capitalized or when in all capitalized letters means each of the event of any conflict between the Power Purchase Agreement and parties to this Agreement, including the provisions of the Power Purchase Agreement shall prevailManager; and (r) a reference all references to writing includes any means Law or Contract shall mean such Law or Contract, including any amendments thereto, as in effect on the date of reproducing words this Agreement, provided that all references to any Law or Contract not contained in a tangible Article III, Article IV or Article V shall also include any amendments to any such Law after the date hereof and permanently visible formany amendments to any such Contract that are permitted or otherwise contemplated by the terms of this Agreement.

Rules of Interpretation. In this Agreement: (a) Unless otherwise specified, all the title terms used in this Agreement without initial capitals, which are defined or the meanings of document and headings which are for convenience only and shall be ignored determined in construing the PPSA or the STA, have the same meanings in this Agreement;Agreement as defined or determined in the PPSA or the STA, as applicable. (b) the singular includes the plural and vice versa; (c) references to SectionsUnless otherwise indicated, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall instrument will be construed deemed to include a reference to that agreement or instrument as assigned, amended, variedsupplemented, supplemented amended and restated, or novated otherwise modified and in writing at the relevant effect from time to time or replaced in accordance with the requirements terms of this Agreement. (c) The use in this Agreement or any of the other Collateral Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such agreement general statement, term or document matter. The word “will” shall be construed to have the same meaning and if applicable effect as the word “shall”. Except as otherwise provided herein, all references herein to “$” are to lawful money of the United States. (d) References to “Sections”, “clauses” and “Recitals” will be to Sections, clauses and Recitals, respectively, of this Agreement unless otherwise specifically provided. (e) References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. (f) References to “Exhibits” will be to Exhibits to this Agreement with respect unless otherwise specifically provided. (g) This Agreement, the other Collateral Documents and any documents or instruments delivered pursuant hereto will be construed without regard to the amendments; (n) references to recitals, sections, clauses, paragraphs identity of the party who drafted it. Each and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event every provision of any conflict between the Power Purchase Agreement and this Agreement, the other Collateral Documents and any instruments and documents entered into and delivered in connection therewith will be construed as though the parties participated equally in the drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Collateral Documents and any instruments and documents entered into and delivered in connection with this Agreement or any of the other Collateral Documents. (h) Time is of the essence in the performance of the parties’ respective obligations. (i) A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation or, in a tangible and permanently visible formeach case, any provision thereof.

Rules of Interpretation. In The following rules of interpretation shall apply in this AgreementAgreement unless something in the subject matter or context is inconsistent therewith: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b1) the singular includes the plural and vice vice-versa; (c2) references to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if where a word or phrase is defined, its other grammatical forms shall be deemed to have a corresponding meaningmeanings; (m3) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated the headings in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect form no part of this Agreement and are deemed to have been inserted for convenience only and shall not affect the amendmentsconstruction or interpretation of any of its provisions; (n4) all references in this Agreement shall be read with such changes in number and gender that the context may require; (5) references to recitals“Articles,” “Sections”, sections“Recitals” and “Exhibits” refer to articles, clauses, paragraphs sections and schedules are references respectively to recitals, sections, clauses, paragraphs recitals of and schedules exhibits to this Agreement; (o6) the use of the words “including” or “includes” followed by a reference to an act specific example or conduct includes, without limitation, an omission, statement or undertaking whether or examples shall not in writingbe construed as limiting the meaning of the general wording preceding it; (p7) words and abbreviationsthe rule of construction that, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between ambiguity, the Power Purchase Agreement and this contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement, shall not apply; (8) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (9) any reference to a statute is a reference to the applicable statute and to any regulations made pursuant thereto and includes all amendments made thereto and in force, from time to time, and any statute or regulation that has the effect of supplementing or superseding such statute or regulation; ​ (10) unless something in the subject matter or context is inconsistent therewith or unless otherwise provided, a reference to a specific agreement or document is to that agreement or document in its current form or as the same may from time to time be amended, novated, supplemented or replaced; (11) all calculations and computations made pursuant to this Agreement shall be carried out in accordance with IFRS consistently applied to the extent that such principles are not inconsistent with the provisions of the Power Purchase Agreement shall prevailthis Agreement; and (r12) a reference to writing includes the words “written” or “in writing” include printing, typewriting or any electronic means of reproducing words in a tangible and permanently visible formcommunication capable of being visibly reproduced at the point of reception including fax or email.

Rules of Interpretation. In this Agreement: (a) the title of document The headings and headings captions herein are inserted for convenience of reference only and shall be ignored are not intended to govern, limit or aid in construing this Agreement;the construction of any term or provision hereof. (b) Whenever from the context it appears appropriate, each term stated in either the singular includes or the plural shall include the singular and vice versa; (c) references to Sectionsthe plural, and ▇▇▇▇▇▇▇▇▇ arepronouns stated in either the masculine, unless stated to the contraryfeminine or the neuter gender shall include the masculine, references to the Sections of, feminine and Schedules to, this Agreement; (d) the neuter. The words “include”, ,” “includes” and “including” and “in particular” shall be construed as being deemed to be followed by way the phrase “without limitation.” The words “herein,” “hereunder,” “hereof” and words of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” similar import shall be construed as a reference deemed to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references refer to this Agreement as a whole whole, unless the context clearly indicates otherwise. The word “or” shall not be exclusive. (c) Reference to any Person includes such Person’s successors and not limited assigns if and to the particular section or provision in which extent such successors and assigns are permitted by the relevant expression appears; (k) a terms of this Agreement, and reference to a person, corporation, trust, partnership, unincorporated body Person in a particular capacity excludes such Person in any other capacity or other entity includes any of them and their respective successors;individually. (ld) if Any event the scheduled occurrence of which would fall on a word day that is not a Business Day shall be deferred until the immediately succeeding day that is a Business Day. (e) To the fullest extent permitted by applicable law, whenever in this Agreement a Person is permitted or phrase is definedrequired to make a decision or determination (including deeming something necessary, desirable, appropriate or advisable) (i) in its other grammatical forms “sole discretion,” “sole and absolute discretion” or “discretion” or under a grant of similar authority or latitude, the Person shall be entitled to consider any interests and factors as it desires, including its own interests, and shall have a corresponding meaning; no duty or obligation (mfiduciary or otherwise) to give any reference consideration to any interest of or factor affecting the Partnership or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or document by relevant provisions of law or in equity or otherwise; provided, that nothing herein shall be construed as amended, varied, supplemented modify or novated in writing at replace the relevant time duty of the General Partner to act in accordance with the requirements implied covenant of such good faith and fair dealing. (f) It is the intention of the parties that every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any party (notwithstanding any rule of construction requiring an agreement or document and if applicable to be strictly construed against the drafting party), it being understood that the parties to this Agreement with respect are sophisticated and have had adequate opportunity and means to the amendments; (n) references retain counsel to recitals, sections, clauses, paragraphs represent their interests and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, otherwise negotiate the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formthis Agreement.

Rules of Interpretation. In this Agreement: (a) The definitions of terms herein shall apply equally to the title singular and plural forms of document the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and headings are for convenience only neuter forms. The words “include”, “includes” and “including” shall be ignored deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in construing any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Loan Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, Accounts and contract rights. All Appendices, Exhibits and Schedules to this Agreement;, as well as the preamble and recitals to this Agreement, shall be deemed an integral part of this Agreement and are incorporated by reference. (b) the singular includes the plural The terms lease and vice versa;license shall include sub-lease and sub-license. (c) references All terms not specifically defined herein or by GAAP, which terms are defined in the UCC (whether such terms are capitalized or not and including, without limitation, such terms as are used in the definition of Collateral), shall have the meanings assigned to Sectionsthem in the UCC of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 7 under this Agreement or in any of the other Loan Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 6.2(c) and the qualifier “in any material respect” contained in Section 10.1(d) shall not apply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Loan Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Agent or any of the Lenders merely on account of the Agent’s or any ▇▇▇▇▇▇▇▇▇ are’s involvement in the preparation of such documents. (h) Unless otherwise indicated, unless stated to the contrary, all references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particular” a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless case may be. Unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval all references to dollar amounts and “$” shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part;mean Dollars. (i) reference Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any gender includes a reference permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all genders;such increases, whether or not such maximum stated amount is in effect at such time. (j) the expressions “hereof”Any reference herein or in any other Loan Document to a merger, “herein” and transfer, consolidation, amalgamation, assignment, sale or disposition, or similar expressions term, shall be construed as references deemed to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference apply to a persondivision of or by a limited liability company, corporation, trust, partnership, unincorporated body or other entity includes any an allocation of them and their respective successors; assets to a series of a limited liability company (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements unwinding of such agreement a division or document allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and if applicable to this Agreement with respect to the amendments; under each other Loan Document (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event each division of any conflict between the Power Purchase Agreement and this Agreementlimited liability company that is a Subsidiary, the provisions of the Power Purchase Agreement joint venture or any other like term shall prevail; and (r) also constitute such a reference to writing includes any means of reproducing words in a tangible and permanently visible formPerson or entity).

Rules of Interpretation. In this Agreement: Unless the context otherwise clearly requires: (a) a term has the title of document and headings are for convenience only and shall be ignored in construing this Agreement; meaning assigned to it; (b) the singular includes the plural and vice versa; “or” is not exclusive; (c) references to Sectionswherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and ▇▇▇▇▇▇▇▇▇ arepronouns stated in either the masculine, unless stated to feminine or neuter shall include the contrarymasculine, references to the Sections of, feminine and Schedules to, this Agreement; neuter; (d) the words provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, ” or “including” and “in particular” or similar expressions shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a deemed to mean “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; without limitation”; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction all references in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to be taken as mutually explanatory the designated Articles, Sections, paragraphs, clauses and supplementary to each other and if there is any inconsistency between or among the parts subdivisions of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) and the expressions words “herein,” “hereof”, ,” “hereinhereunder” and other words of similar expressions shall be construed as references import refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a personArticle, corporationSection, trustparagraph, partnership, unincorporated body clause or other entity includes any of them subdivision; and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mg) any definition of or reference to any agreement agreement, instrument, document, statute or document regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, varied, supplemented or novated otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in writing at reliance upon the relevant time economic and legal bargains contained herein and shall be interpreted and construed in accordance with a fair and impartial manner without regard to such factors as the requirements of such agreement party who prepared, or document and if applicable to caused the preparation of, this Agreement with respect to or the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used relative bargaining power of the parties. Wherever in this AgreementAgreement a Member or other Person is empowered to take or make a decision, shall carry their technical direction, consent, vote, determination, election, action or trade/commercial meaning; (q) in the event of approval, such Member or Person is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any conflict between the Power Purchase Agreement and this Agreement, the provisions other interest of the Power Purchase Company, any subsidiary of the Company or any other Member or Person. Wherever in this Agreement shall prevail; and (r) a reference Member is permitted or required to writing includes any make a decision or determination or take an action in its “discretion” or its “judgment,” that means of reproducing words that such Member may take that decision in a tangible and permanently visible formits “sole discretion” or “sole judgment.”

Rules of Interpretation. In Unless otherwise expressly provided in this AgreementAgreement or the context otherwise requires, the following rules apply hereto: (a) the title of document and headings are for convenience only and shall be ignored in construing this Agreement; (b) the singular includes the plural and the plural includes the singular; (b) all references to the masculine gender include the feminine gender (and vice versa); (c) references “include,” “includes” and “including” are not limiting and are deemed to Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to be followed by the contrary, references to the Sections of, and Schedules to, this Agreementwords “without limitation”; (d) the words “include”references to a particular agreement, “including” instrument or document also refer to and “in particular” shall be construed as being by way include all renewals, extensions, modifications, amendments and restatements of illustration such agreement, instrument or emphasis only and shall not be construed as, nor shall they be given the effect of, limiting the generality of any preceding wordsdocument; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there an Article, Section, Schedule or Exhibit is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section Article, Section, Schedule or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body Exhibit of or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (of) a reference to an act Article or conduct includesSection in this Agreement refers to all sub-parts or sub-components of any such article or section, without limitation, an omission, statement or undertaking whether or not in writingunless otherwise indicated; (pg) words such as “hereunder,” “hereto,” “hereof,” and abbreviations“herein,” and other words of like import refer to the whole of this Agreement and not to any particular section, which have, well known technical subsection or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaningclause hereof; (qh) a lower-case reference in this Agreement to a “party” or “parties” includes any Person; (i) the event headings and subheadings of the sections of this Agreement are inserted for convenience of reference only and do not control or affect the meaning or construction of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase agreements, terms, covenants and conditions of this Agreement shall prevailin any manner; (j) a reference to “unreasonably withheld” means “unreasonably withheld, delayed or conditioned;” (k) any approval, consent or notice required hereunder means “written approval,” “written consent” or “written notice,” as applicable; and (rl) any reference made in this Agreement to Applicable Law means such Applicable Law as may be amended from time to time, and to any successor Applicable Law relating to the same subject. (m) Any provision in this Agreement that allows a Party to unilaterally exercise (i) reasonable discretion, (ii) a reference right of final approval, or (iii) similar decision-making authority, shall automatically include a requirement that, upon exercise of such unilateral right, and a written request by the other Party (signed by a person, and delivered to writing includes any means a person, in each case included in the definition of reproducing words in Knowledge), the Party exercising such unilateral right shall provide a tangible and permanently visible formwritten explanation of the basis for such Party’s exercise of such right.

Rules of Interpretation. In this Agreement: For purposes of the Plan, except as otherwise provided in the Plan: (a1) in the title of document and headings are for convenience only and shall be ignored appropriate context, each term, whether stated in construing this Agreement; (b) the singular includes or the plural plural, shall include both the singular and vice versa; the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (c2) unless otherwise specified, any reference in the Plan to an existing document, schedule, or exhibit, shall mean such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; (3) unless otherwise specified, all references in the Plan to “Articles” and “Sections” are references to Articles and Sections, and ▇▇▇▇▇▇▇▇▇ arerespectively, unless stated to the contrary, references to the Sections of, and Schedules to, this Agreement; hereof or hereto; (d4) the words “include”, herein,” “includinghereof,” and “hereto” refer to the Plan in particularits entirety rather than to any particular portion of the Plan; (5) any effectuating provisions may be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan (in each case, subject to the Creditor Approval Rights, to the extent applicable) all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; (6) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (7) unless otherwise specified in the Plan, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (8) any term used in capitalized form in the Plan that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (9) references to docket numbers of documents filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (10) references to “shareholders,” “directors,” and/or “officers” shall be construed also include “members” and/or “managers,” as being by way of illustration or emphasis only applicable, as such terms are defined under the applicable state limited liability company laws; (11) the terms “include” and “including,” and variations thereof, shall not be construed asdeemed to be terms of limitation, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” and shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are deemed to be taken followed by the words “without limitation”; and (12) except as mutually explanatory and supplementary to each other and if there is any inconsistency between or among otherwise provided in the parts of this AgreementPlan, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement the Effective Date shall mean the Effective Date or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formsoon as reasonably practicable thereafter.

Rules of Interpretation. In this Agreement, unless the context otherwise requires: (a) words importing the title of document singular also include the plural, and headings are for convenience only and shall be ignored in construing this Agreementreferences to one gender include all genders; (b) the singular includes headings in this Agreement are inserted for convenience only and do not affect the plural construction of this Agreement and vice versashall not be taken into consideration in its interpretation; (c) all references to Articles, Sections, and ▇▇▇▇▇▇▇▇▇ are, unless stated to the contrary, Annexes are references to the Sections ofArticles, Sections, and Schedules toAnnexes of this Agreement and not to those in any other document attached or incorporated by them unless expressly referenced herein; (d) the Annexes form part of this Agreement for all purposes, and references to this Agreement shall include such Annexes; (e) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (df) the words “include”, “includingincludes,” and “in particularincluding” shall be construed as being deemed to be followed by way of illustration or emphasis only the phrase “without limitation” and shall the word “or” is not be construed as, nor shall they be given exclusive and has the effect of, limiting inclusive meaning conveyed by the generality of any preceding wordsphrase “and/or”; (eg) a “person” all financial statement accounting terms not defined in this Agreement shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of have the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interestsmeanings determined by GAAP; (fh) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted (i) any agreement (including this Agreement) or instrument defined or referred to herein, means such agreement or instrument as from time to time amended, modified, supplanted or supplemented in a harmonious manner so as accordance with the terms thereof, including by waiver or consent and (ii) Government Rule, proclamation or decree defined or referred to give effect to each partherein, Government Rule, statute, proclamation or decree by succession of comparable successor Government Rules, proclamations or decrees; (i) reference references to any gender includes a reference governmental entity or any governmental department, commission, board, bureau, agency, regulatory authority, instrumentality or judicial or administrative body, in any jurisdiction shall include any successor to all genderssuch entity; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaningmeaning and a defined term has its defined meaning throughout this Agreement and each Annex and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (k) “ shall” and “will” have equal meaning force and effect and connotes an obligation and an imperative and not a futurity; (l) the phrase “to the extent” means the degree to which the subject or matter thereof extends or applies, and such phrase does not mean simply “if”; (m) any reference unless otherwise specified, all references to any agreement or document a specific time of day in this Agreement shall be construed based upon Central Standard Time or Central Daylight Savings Time, as amended, varied, supplemented or novated applicable on the date in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendmentsquestion; (n) all references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement“day” or “days” means calendar days unless specified as a “Business Day; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible form.”

Rules of Interpretation. In this Agreement: (a) The descriptive headings herein (including the title Table of document and headings Contents) are inserted for convenience of reference only and shall are not intended to be ignored in construing part of or to affect the meaning or interpretation of this Agreement;. (b) References to any U.S. legal term shall, in respect of any jurisdiction other than the singular includes U.S., be construed as references to the plural and vice versa;term or concept that most nearly corresponds to it in that jurisdiction. (c) The parties to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and waive the application of any Requirements of Law or rule of construction providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or other document. (d) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context otherwise clearly requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified in accordance with the terms hereof and thereof; provided that with respect to any agreement, instrument or other document listed in the Seller Disclosure Schedules or Purchaser Disclosure Schedules all such amendments, modifications or supplements must also be listed in the appropriate schedule; (ii) any reference herein to a statute means such statute as amended from time to time and includes any successor legislation thereto and regulations promulgated thereunder; (iii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns; (iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (v) all references to Articles, Sections, Exhibits and ▇▇▇▇▇▇▇▇▇ are, unless stated Schedules shall be construed to the contrary, references refer to the Articles and Sections of, and Exhibits and Schedules to, this Agreement; ; (dvi) the words “includewriting”, “includingwritten” and comparable terms shall be construed to refer to writing, printing, typing and other means (including electronic and computer means) of reproducing information in a visible form; (vii) the terms “day” and “in particulardays” shall be construed as being by way of illustration or emphasis only mean and shall not be construed as, nor shall they be given refer to calendar day(s) and the effect of, limiting the generality of any preceding words; (e) a terms “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “hereinyear” and similar expressions shall be construed as references “years” mean and refer to this Agreement as a whole calendar year(s); (viii) “$” means U.S. dollars and not limited to the particular section or provision in which the relevant expression appears; (kix) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any “€” means of reproducing words in a tangible and permanently visible formEuro.

Rules of Interpretation. In For purposes of this Agreement: Plan: (a1) in the title of appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and headings are for convenience only and conditions means that the referenced document shall be ignored substantially in construing that form or substantially on those terms and conditions; provided that nothing in this Agreement; clause (b2) shall affect any parties’ consent rights over any of the singular Definitive Documents or any amendments thereto (both as that term is defined herein and as it is defined in the RSA); (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented in accordance with the Plan or Confirmation Order, as applicable; (4) any reference to an Entity as a Holder of a Claim or Interest includes the plural that Entity’s successors and vice versa; assigns; (c5) unless otherwise specified, all references herein to “Articles” are references to SectionsArticles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, by-law, instrument, release, or other agreement or document created or entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and ▇▇▇▇▇▇▇▇▇ areconstrued and enforced in accordance with the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) unless stated to the contraryotherwise specified, references to the Sections of, and Schedules to, this Agreement; (d) the words “include”, “including” and “in particularincluding,” shall be construed as being by way of illustration or emphasis only and variations thereof, shall not be construed asdeemed to be terms of limitation, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” and shall be construed as deemed to be followed by the words “without limitation”; (10) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a reference part of or to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more affect the interpretation of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; Plan; (f11) unless otherwise expressly provided specified herein, whenever the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (12) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (13) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (14) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (15) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a consent manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval is required by one Party from of the Bankruptcy Court or any other PartyEntity; and (16) unless otherwise specified, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement are action to be taken on the Effective Date may be taken on or as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so soon as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular section or provision in which the relevant expression appears; (k) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (m) any reference to any agreement or document shall be construed as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and if applicable to this Agreement with respect to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formreasonably practicable thereafter.

Rules of Interpretation. In this Agreement: Unless the context otherwise clearly requires: (a) a term has the title of document and headings are for convenience only and shall be ignored in construing this Agreement; meaning assigned to it; (b) the singular includes the plural and vice versa; “or” is not exclusive; (c) references to Sectionswherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and ▇▇▇▇▇▇▇▇▇ arepronouns stated in either the masculine, unless stated to feminine or neuter shall include the contrarymasculine, references to the Sections of, feminine and Schedules to, this Agreement; neuter; (d) the words provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, ” or “including” and “in particular” or similar expressions shall be construed as being by way of illustration or emphasis only and shall not be construed asdeemed to mean “including, nor shall they be given the effect of, limiting the generality of any preceding words; (e) a “person” shall be construed as a reference to any natural person, company, corporation, government, state or agency of a state or any association (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees, and permitted assigns in accordance with their respective interests; without limitation”; (f) unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from any other Party, such consent or approval shall not be unreasonably withheld or delayed; (g) the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction all references in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, or relief of debtors; (h) different parts of this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to be taken as mutually explanatory the designated Articles, Sections, paragraphs, clauses and supplementary to each other and if there is any inconsistency between or among the parts subdivisions of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part; (i) reference to any gender includes a reference to all genders; (j) and the expressions words “herein,” “hereof”, ,” “hereinhereunder” and other words of similar expressions shall be construed as references import refer to this Agreement as a whole and not limited to the any particular section or provision in which the relevant expression appears; (k) a reference to a personArticle, corporationSection, trustparagraph, partnership, unincorporated body clause or other entity includes any of them subdivision; and their respective successors; (l) if a word or phrase is defined, its other grammatical forms shall have a corresponding meaning; (mg) any definition of or reference to any agreement agreement, instrument, document, statute or document regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, varied, supplemented or novated otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in writing at reliance upon the relevant time economic and legal bargains contained herein and shall be interpreted and construed in accordance with a fair and impartial manner without regard to such factors as the requirements of such agreement party who prepared, or document and if applicable to caused the preparation of, this Agreement with respect or the relative bargaining power of the parties. Wherever in this Agreement a Member or other Person is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Member or Person is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other interest of the Company, any subsidiary of the Company or any other Member or Person. Wherever in this Agreement a Member is permitted or required to make a decision or determination or take an action in its “discretion” or its “judgment,” that means that such Member may take that decision in its “sole discretion” or “sole judgment” without regard to the amendments; (n) references to recitals, sections, clauses, paragraphs and schedules are references respectively to recitals, sections, clauses, paragraphs and schedules to this Agreement; (o) a reference to an act or conduct includes, without limitation, an omission, statement or undertaking whether or not in writing; (p) words and abbreviations, which have, well known technical or trade/commercial meaning, used in this Agreement, shall carry their technical or trade/commercial meaning; (q) in the event interests of any conflict between the Power Purchase Agreement and this Agreement, the provisions of the Power Purchase Agreement shall prevail; and (r) a reference to writing includes any means of reproducing words in a tangible and permanently visible formother Person.