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�Amer�n
<br /> Eneigymade ►
<br /> 6. FORCE MAJEURE
<br /> To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this
<br /> Agreement and such Party(the"Claiming Party')gives notice and details of the Force Majeure to the other Party as soon
<br /> as practicable, then the Claiming Party shall be excused from the performance of its obligations under this Agreement
<br /> (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force
<br /> Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall
<br /> not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations
<br /> of the Claiming Party for the period excused by Force Majeure.
<br /> "Force Majeure"shall mean an event or circumstance which prevents the Claiming Party from performing its obligations
<br /> or causes delay in the Claiming Party's performance under this Agreement, which event or circumstance was not
<br /> anticipated as of the date this Agreement was agreed to,which is not within the reasonable control of,or the result of the
<br /> negligence of,the Claiming Party,and which,by the exercise of due diligence or use of good utility practice,as defined in
<br /> the applicable transmission tariff,the Claiming Party is unable to overcome or avoid or cause to be avoided,such as,but
<br /> not limited to, acts of God; fire; flood; earthquake; war; riots; strikes, walkouts, lockouts and other labor disputes that
<br /> affect Customer or AEM. Force Majeure shall not be based on 1)Customer's inability to economically use the Retail
<br /> Power purchased hereunder; or 2) AEM's ability to sell the Retail Power at a price greater than the price under this
<br /> Agreement.
<br /> 7. CHANGES IN LAW OR REGULATION
<br /> In the event that any change in or enactment of any rule, regulation, DSP's operating procedure, tariff, applicable
<br /> transmission tariff,ordinance,statute,or law affecting the sale or transmission,distribution,or purchase or other obligation
<br /> pertaining to renewable energy resources of any kind or nature,of Retail Power to Customer(including but not limited to
<br /> any administrative ruling,interpretation,or judicial decision)alters to the detriment or benefit of AEM its ability to deliver
<br /> Retail Power at the pricing set forth in this Agreement, as determined in its sole discretion and judgment, AEM shall,
<br /> except in the instances where the change or enactment relates to the pricing or charges associated with the transmission
<br /> charge or RPS charge as provided for in Exhibit A, whereby those terms are controlling, 1) provide written notice to
<br /> Customer of the change;2)identify the change in pricing necessary to accommodate the impact of the change,and 3)state
<br /> the date upon which such new pricing shall be effective,which date shall not be less than thirty(30)days from the date of
<br /> the written notice and shall coincide with the next Monthly Billing Cycle invoice that follows the thirty(30)day period.
<br /> 8. ASSIGNMENT
<br /> This Agreement shall be binding on each Party's successors and permitted assigns. Neither Party shall assign this
<br /> Agreement or its rights without the prior written consent of the other Party, which consent shall not be unreasonably
<br /> withheld; provided, however, either Party may 1) assign its rights and obligations under this Agreement to an affiliate
<br /> without consent of the other Party, subject to the affiliate's satisfactory creditworthiness, or 2) transfer or assign this
<br /> Agreement to any person or entity succeeding to all or substantially all of the assets,subject to the assignee's satisfactory
<br /> creditworthiness; provided,however,that in each such case,any such assignee shall agree in writing to be bound by the
<br /> terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurances as the
<br /> non-transferring Party may reasonably request. Creditworthiness under this section is to be determined by the non-
<br /> transferring Party.
<br /> 9. WAIVER
<br /> Except as otherwise set forth in this Agreement,failure or delay on the part of either Party to exercise any right,power,or
<br /> privilege under this Agreement shall not operate as a waiver of such right,power or privilege of this Agreement.
<br /> 10. CREDIT
<br /> Should the creditworthiness or financial responsibility of either Party become unsatisfactory to the other Party at any time
<br /> during which this Agreement is in effect,as determined by such other Party in a commercially reasonable manner,based
<br /> upon, but not limited to,reasonable concern over a Party's payment pattern, discovery of negative or derogatory public
<br /> information,and/or basad upon a review of the other Party's most recently audited annual financial statements(which,if
<br /> available,shall be supplied by either Party,upon the reasonable request of the other Party)the other Party(the"Requesting
<br /> Party") may request adequate financial security from the other Party in a form acceptable to the Requesting Party as
<br /> determined in a commercially reasonable manner. The failure of the Party to provide adequate financial security to the
<br /> Requesting Party within ten(10)Business Days of a written request by the Requesting Party shall be considered an Event
<br /> of Default under Section 12.
<br /> Notwithstanding the foregoing, if Customer is a local government entity as defined by 50 ILCS 505/Local Government
<br /> Prompt Payment Act,"the largest consecutive 60-day notional exposure"provided for above shall be replaced with"the
<br /> largest consecutive 120-day notional exposure." All other provisions in this Section shall remain the same and are in
<br /> effect.
<br /> F13112.AMEREN BEv 08/2012 Page 8 of 10 Confidential Document—See Sec.4
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