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ORDER NO. PSC -2018 -0085 -PAA -EQ
<br />DOCKET NO. 20170226 -EQ
<br />PAGE 22
<br />Second Revised Sheet No. 9.044
<br />FT,ORTI)A P01VITER & i iGAT COMPANY Cancels First Sheet No. 9.044
<br />(Continued from Sheet No. 9.043)
<br />17.2 Due Authorization, No Approvals, No Defaults, etc.
<br />Each of the execution delivery and performance by Ute QS of this Contract has been duly authorized by all necessary action on the
<br />part of the QS, does not require any approval, except as has been heretofore obtained, of the (shareholders,
<br />partners, or others, as applicable) of 0te QS or any consent of or approval from any trustee, lessor or holder of any indebtedness or other
<br />obligation of the QS, except for such as have been duly obtained, and docs not contravene or constitute a default under any law, the
<br />(articles of incorporation, bylaws, or other as applicable) of the QS, or any agreement, judgment, injunction order,
<br />decree or other instntment binding upon the QS, or subject the Facility or any component part thereof to any lien other than as contemplated
<br />or permitted by this Contract. This Contract constitutes QS's legal, valid and binding obligation enforceable against it in accordance with
<br />the terms hereof, except as such enforceability may We limited by applicable bankruptcy laws front time to time in effect that affect creditors'
<br />rights generally or by general principles of equity (regardless of whether such enforcement is considered in equity or at law).
<br />17.3 Compliance with Laws
<br />The QS has la owledge of all laws and business practices that must be followed in performing its obligations under this Contract.
<br />The QS is in compliance with all laws, except to the extent that failure to comply therewith would not, in the aggregate, have a material
<br />adverse effect on the QS or FPL.
<br />17.4 i0overrimertal Approvals
<br />Except as expressly contemplated herein, neither the execution anal delivery by the QS of this Contract, nor the consummation try
<br />the QS of am, of the transactions contemplated thereby, requires the consent or approval ot; the giving of notice to, the registration with, the
<br />recording or filing of any document with, or the taking of any other action in respect of govemrnental authority, except in respect of permits
<br />(a) which have already been obtained and are in 6A force and effect or (b) are not yet required (anal with respect to which the QS has no
<br />reason to believe that the same will not be readily obtainable in the ordinary course of business upon due application therefore).
<br />17.5 No Suits, Proceedings
<br />There are no actions, suits, proceedings or investigations pending or, to the knowledge of the QS, threatened against it at law or in
<br />equity before any court or tribunal of the United States or any other jurisdiction which individually or in the aggregate could result in any
<br />materially adverse effect on the QS's business, properties, or assets or its condition, financial or olherwisc, or in any impairment of its ability
<br />toperform its obligations umber this Contract. The QS has no knowledge of a violation or default wills respect to any law which could result
<br />in any such materially adverse effect or impairment. The QS is not in breach of, in defaull under, or in violation of, arty applicable Law, or
<br />the provisions of any authorization, or in breach o{ in default tinder, or in violation oC or in conflict with any provision of any promissory
<br />note, indenture or any evidence of indchtedness or security therefore, lease, contract, or other agreement by which it is bound, except for any
<br />such breaches, defaults, violations of conflicts which, individually or in the aggregate, could not reasonably be expected to have a material
<br />adverse effect on the business or financial corxlition of Buyer or its ability to perform its obligations hereunder.
<br />17.6 Environmental Matters
<br />17.6.1 QS Representations
<br />To the best of its knowledge alter diligemt inquiry, the QS knows of no (a) existing violations of arty environmental laws at de
<br />Facility, including those governing ha7ardons materials or (b) pending, ongoing, or unresolved administrative or enforcement investigations,
<br />compliance orders, claims, dere ands, actions, or other litigation brought by governmental authorities or other third parties alleging violations
<br />of any environmental law or pemtit which would materially and adversely affect the operation of the Facility as contemplated by this
<br />Contract.
<br />17.6.2 Onmership and Offering For Sale Of Renettmble Energy Attributes
<br />The QS retains any awl all rights to own and to sell any and all environmental attributes associated with the electric generation of
<br />the Facility, including but not lirmted to, any and all renewable energy certificates, `green tags" or other tradable environmental interests
<br />(collectively "REQ� ),ofanydescription.
<br />(Continued on Sheet No. 9.045)
<br />Rued Irv: S. F Romig, Director, Rates and Tariffs
<br />Effective. August 18, 2009
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