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ORDER NO. PSC -2022 -0203 -PAA -EQ
<br />DOCKET NO. 20220072 -EQ
<br />PAGE 23
<br />TU,ORTI).A E'tIWER & UGHTCnM ANY
<br />(Continued from Sheet No. 9.043)
<br />172 Due Authorization, No Approvals, No Defaults, eta.
<br />Attachment A
<br />Second Revised Street No. 9.044,
<br />Cancels First Sheet tio. 9.044
<br />N ach of Ore "mutiou, delivery and perfomuwrca by the QS of this Contract has been duly authorized by all necessary action wt the
<br />part of the QS, does not require any approval, exert as has been heretofore obtained, ofthe (sbarehold rs,
<br />partners, or others, as applicable) of the QS or arty consent of or aplxoval from any trustee, lessor or leder of any indebtedness or oUtci
<br />obligation of the QS, except for such m have been duly obtained, and does not contravene cc constitute a default under any law, the
<br />(articles of incorporation, bylaws, or other as applicable) of the QS, or any agreement, jodgatent, injunction, order.
<br />decree or other instrument 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 be limited by applicable bardauptcy laws from 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 knowledge of all laws and business practices that mast 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 Governmental Approvals
<br />Except as expressly contemplated herein, neither the execution and delivery by the QS of this Contract, nor the const rmtation by
<br />the QS of any of the transactions contemplated thereby, requires the consent or approval of, the giving ofnotice to, the registration with, the
<br />recording or filing of any document with, or the taking of any other action in respect. of governmental authority, except in respect of permits
<br />(a) which have already been obtained and are in full force and effect or (b) are not yet required (acrd 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 stats, proceedings or investigations pending or, to the knowledge of Ilse QS, threatened against it at law or in
<br />equity before any court or tribunal of the United States cc any other jurisdiction which individually or in the aggregate could result in any
<br />materially adverse effect on the QS's business, properties, of mets or its condition, financial or otherwise, or in any in painnatt of its ability
<br />to perform its obligations tauter this Contract. The QS has no)mowiedge of a violation or default with respect to any law which could result
<br />in any such materially adverse effect or impainuent, 'Me QS is ret in breach of, in default tattler, or in violation of, any applicable Law, or
<br />the provisions of any autlxitization, or in breach oC in default under, or in violation of or in conflict with any provision ofany promissory
<br />note, indenture or any evidence of indebtedness or security therefore, lease, contract, or other agreement by which it is bound, except for any
<br />such breaches, dafaults, violations or conflicts which, individually or in the aggregate, could not reasonably be expected to have a material
<br />adverse effect on the sassiness or financial condition of Buyer or its ability to perform its obligations hereunder.
<br />17.6 FnvirozuneUtal Matters
<br />17.6.1 QS Representations
<br />To the best of its knouiedge after diligent inquiry, the QS Imows of no (a) existing violations of any environmental laws at the
<br />Facility, including those governing hazardous materials or (b) pending, ongoing, or unresolved admiristrative or enforcement investigations,
<br />complinnea orders, claims, demands, actions, or other litigation brought by governmental authorities or other third parties alleging violations
<br />of any environmental law or permit which would materially and adversely affect the operation of tate Facility as contemplated by this
<br />Contract.
<br />17.6.2 Ownership and 011erhig For Sale Of Renewable Energy Attributes
<br />The QS retains any and all rights to can and to sell arty and all environmental attributes associated with the electric generation of
<br />the Facility, including but not limited to, any and all renewable energy certificates, "green tags" or other tradable envirc4moental interests
<br />(collectively "RECs'j of any description.
<br />(Continued on Street No. 9.095)
<br />Issued by: S. R Romig, Director, slates and Tariffs
<br />Effective: August 18, 2009
<br />q, X3
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