Investment Policy. The Administrative Agent shall have received a copy of the Investment Policy.

Policy. The relation of tenants in common in the construction, maintenance and operation of Unit 4 and Unit 4 Common Facilities (referred to in this [Section 2.08] as "Subject Properties'') as provided by this Agreement, and the agreements herein for the operation and maintenance thereof by "Power Company", are each undertaken in mutual trust and confidence in the financial responsibility, engineering and operating competence, efficiency and common objectives of the Companies. Since the effects of transfers of the interests of one party upon the rights and interests of the other party over the long term of this Agreement cannot be determined at this time, it must be presumed that such effects might be adverse. Therefore, each party, for the protection of itself and of the other party, agrees that its interests in this Agreement and its titles to and interests in all Subject Properties shall at all times during the term of this Agreement be subject to the provisions of this [Section 2.08].

“Investment Policy” means the investment policy of the Borrower and its Subsidiaries as of the Closing Date, as the same may be amended or otherwise modified from time to time.

Investments permitted under Borrower’s investment policy (as may be amended from time to time), provided that such investment policy (and any such amendment thereto) has been provided to Bank.

Administrative Agent: ​, as the administrative agent under the Credit Agreement

Borrower. Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement and, except as set forth on [Schedule 4.01(a)], is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect on its financial condition or operations. Borrower has the power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is or may become a party. Borrower's Subsidiaries are listed on [Schedule 4.01(a)].

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

under the Credit Agreement

SECTION # Investment and Valuation Policies. The Borrower shall promptly advise the ​ and the Administrative Agent of any material change in either its Investment Policies or Valuation Policy.

Recoupment Policy. All awards granted under the Plan shall be subject to any Company recoupment or clawback policy, as in effect from time to time, including any required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

promptly after occurrence thereof, copies of any material amendment or material modification to the Borrower's Investment Policy (as determined by the Borrower in good faith);

Investment. Each shareholder of HoldCo will sign a representation letter in form and content acceptable to Buyer representing among other facts that each: # understands that the Series C Shares issued in connection with the Merger has not been, and will not be, registered under the 1933 Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, which exemptions are dependent in part on the accuracy of such representations; # is acquiring the Series C Shares solely for his or her own account for investment purposes, and not with a view to the sale or distribution thereof; # is a sophisticated investor with knowledge and experience in business and financial matters so as to be able to evaluate the risks and merits of an investment in the Series C Shares or has had an advisor with sufficient education and experience to advise him or her as to such risks and merits; # has access to certain information concerning Buyer, including the Buyer Financial Statements and other filings made by Buyer with the SEC, and has had the opportunity to ask questions and receive answers concerning the transaction and the business of Buyer and to obtain additional information as desired in order to evaluate the merits and risks inherent in holding any Series C Shares; # is able to bear the economic risk and lack of liquidity inherent in holding any Series C Shares; and # understands that the Series C Shares cannot be transferred other than in a transaction registered or exempt from registration under the 1933 Act and will bear the restrictive legend described in [Section 2.4] hereof, and that Buyer has no obligation to register the Series C Shares.

Investment. The transfer of the Interests is further contingent upon Buyer obtaining a ​ investment in ​ within 6 months of the execution of this Agreement.

Investment. All funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at the Bank.

INVESTMENT. Subject to the terms and conditions of this Agreement, including the Agreement Terms set forth in [Exhibit B], Purchaser shall purchase at the applicable Closing and the Company shall sell and issue to Purchaser at such Closing that number of shares of Stock set forth as agreed at a price per share equal to the Purchase Price, and Purchaser and the Company agrees to be bound by the obligations set forth in this Agreement and to grant to the other parties hereto the rights set forth in this Agreement.

Investment. Buyer is not acquiring the Partnership Securities with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

Investment. Farmee is familiar with investments of the nature of the Farmee Interest and the Joint Operations and is capable of evaluating, and has evaluated, the merits and risks inherent in acquiring the Farmee Interest.

Investment. Subject to the management and other corporate approvals of each of GF and ​, including without limitation approval by the Board of Directors of each of GF and ​, and the successful completion of other customary investment conditions, the parties commit to the following:

Claw-back Policy. Each Award Opportunity granted, and each Share paid, pursuant to this Plan shall be subject to the terms and conditions of the Claw-back Policy of Parker-Hannifin Corporation that applies to compensation granted or paid on or after ​ (as may be amended and restated from time to time) and the Parker-Hannifin Corporation [Section 16] Officer Clawback Policy (as may be amended and restated from time to time), to the extent provided under the terms of each such policy.