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ORDER NO. PSC -2023 -0180 -PAA -EQ
<br />DOCKET NO. 20230046 -EQ
<br />PAGE22
<br />FWPJPA POWUL 4, UGHT COMrM—,Y
<br />(Continued from Sheet No. 000:
<br />1'7,1.PWAUOU)rintior4,NoAppr(yvals, No Defoults, etc,
<br />Attachment A
<br />Page 17 of 42
<br />Second Revised Sheet No. 9.044
<br />Cancels Fint Sheet No. 9.044
<br />Each otthe execution, delivery and performiance by the 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 _(shareholdem
<br />partners, or others, as. applicable) of the 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 does not contravene or constitute a default under any law,11w
<br />(articles of incorporatiort, bylaws, or other as applicable) of the QS, or any agreement judgment injimetion, order,
<br />decree or other instrument binding upon the QS, or subject the Facility or any compment part thereof to arty hen other than as contemplated
<br />or permitted by this Contract This Contract constitutes QSs legal, valid and binding obligation, enforceable against it in accordance with,
<br />the terms hereo& except as such enforceability may be limited by applicable bankruptcy laws frorn time to time in effect that affect cre&tmy'
<br />�rightsger�etWlyor,byg-eW.WirsApl-of'ooilyo dmofw or
<br />gar
<br />hedw such a*j0mq0 considered ineqtu
<br />�ait law).
<br />17.5'CoMplidtift with Laws
<br />The QS has knowledge of all laws and business practices that must be followed in perforniingits obligations under this Coritrad
<br />The Q$ -is in compliance with all laws, except to the extent that More to comply therewith would not, in the aggregate, have a material.
<br />adverse effeot w the QSvX,EPJ.I
<br />ITA15overturmtal Approvals
<br />Except as expressly contemplated herein, neither the execution and delivery by the QS ofthis Contract nor the consummation I*
<br />the QS of any ofthe transactions contemplated thereby, requires the consent or approval of, the giving ofnotice to, the registration witk the,
<br />recording or filing of any document with, or the taking of any other action in respect ofgovernmental authority; except in respect of peftr*
<br />(a) which have already been obtained and are in fill force andeffect or (b) are not yet required (and with respect to which file QS has W
<br />reason to believe that the same will not be readily obtainable in the ordinary course ofbusiness upon due application therefore).
<br />17,$..Wo Suits, Proceedings
<br />Thertare, no action% suits, proceedings or investigations pending or, to the knowledge of the QS, threatened against it atlaw or 4
<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 otherwise, or in any impairment ofits ability
<br />to perform its obligations under this Contract. The QS has no knowledge of a violation or default with respect to any law which could res*,
<br />m,any such materially adverse effect or impairment. The QS is not in breach ot in default under, or in violation oi� any applicable Law, or
<br />0 isions of any authorization, or in breach ot in default under, or in violation oC or in conflict with any provision of any promissory,
<br />, aVm
<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, defaults, violations or conflicts which, individually or in the aggregate, could not reasonably be expected to have a material
<br />adverse effixitAmthe business or financial condition ofBWer ox-itsability:o perflanti,its obligations hereunder.
<br />171 Environmental.Matbers
<br />114.1 QS Representations,
<br />To the best of its knowledge after diligent inquiry, the QS knows of no�(a) existing violations of any environmental laws at the,
<br />Pacility, including those governing ha zardous materials or (b) pending, ongoing, or unresolved administrative or enforcement invesfigations�
<br />compliance orders, cWnis, demands, actions, or other litigation brought by govemenial. authorities cc other third parties allegiiig violationit..
<br />of any awhortmerdal low or pennit which would materially and adversely affect the operation of theTacility as contemplated by this
<br />Contract
<br />1,743 Qwnersbip and Offaing For Sale OfRenewable Energy Attributes
<br />The QS M— -Y and allfight& 0 own and to sell any and all environmental attributes associated with the electric generation of
<br />'the Facility, including bat not lirnited.*,.miy and all renewable energy certificates, "green tap" or other tradable environmental interests
<br />(oollectively "RE Cs"), ofany description;
<br />(CW*4 on SbeO N9�49,Q45)
<br />.Issued by: S. F. Romig, Director,.Rates andTAM
<br />Effective: August 18,2009
<br />074
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