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HOMERELD <br /> E N E R G Y <br /> C. Occurrence of Regulatory Event. Upon the occurrence of a Regulatory <br /> Event, the adversely affected Party shall give notice to the other Party <br /> that such event has occurred. Within thirty(30)days, or such other <br /> period as the Parties may agree in writing,the Parties shall enter into <br /> good faith negotiations to amend or replace this Agreement so that the <br /> adversely affected Party is restored as nearly as possible to the economic <br /> position it would have been in but for the occurrence of the Regulatory <br /> Event. If the Parties are unable to agree upon an amendment to this <br /> Agreement,within the prescribed time after entering negotiations,the <br /> adversely affected Party shall have the right, upon ten (10) days prior <br /> written notice,to terminate this Agreement. Upon termination of this <br /> Agreement as a result of a Regulatory Event, the obligations of Homefield <br /> and each Aggregation Member set forth in the Terms and Conditions <br /> shall survive termination. <br /> 3. Failure to Schedule and Deliver. The failure of Homefield to schedule <br /> electricity supply to Ameren Illinois for the Aggregation Members, except as <br /> permitted under force majeure events. <br /> C. Termination Procedure. Aggregator will give written notice to Homefield of I <br /> Aggregator's intent to terminate this Agreement pursuant to the provisions of this Agreement <br /> ("Termination Notice"). The Termination Notice will set forth with specificity the nature of the <br /> noncompliance. Homefield will have 30 calendar days after receipt of the notice to object in <br /> writing to termination, to state Its reasons for that objection, and to propose a remedy for the <br /> circumstances. If Aggregator has not received a response from Homefield,or if Aggregator does <br /> not agree with Homefield's response or any remedy proposed by Homefield, then Aggregator <br /> will conduct a hearing on the proposed termination. Aggregator will serve notice of that hearing <br /> on Homefield at least 10 business days prior to the hearing, specifying the time and place of the <br /> hearing and stating Aggregator's intent to terminate this Agreement. <br /> 1. Hearing. At the hearing, Homefield will have the opportunity to state its position <br /> on the matter, present evidence, and question witnesses.Thereafter, Aggregator <br /> will determine whether or not this Agreement will be terminated. The hearing <br /> must be public and held on record. <br /> 2. Reimbursement. The decision of Aggregator must be in writing and delivered to <br /> Homefield by certified mail. If the rights and privileges granted to Homefield <br /> under this Agreement are terminated, then Homefield, within 14 calendar days <br /> after Aggregator's demand, must reimburse Aggregator for all costs and <br /> expenses incurred by Aggregator, including, without limitation, reasonable <br /> attorneys' fees, In connection with that termination of rights or with any other <br /> enforcement action undertaken by Aggregator. <br /> D. Force Maieure Events. Homefield shall not be held in default under, or in <br /> noncompliance with, the provisions of this Agreement, nor suffer any enforcement or penalty <br /> relating to noncompliance or default (including termination, cancellation or revocation of the <br /> Program), where such noncompliance or alleged defaults occurred or were caused by a "Force <br /> 13 <br />