Agenda — Pioneer Community Energy Board of Directors, May 21, 2026 (part 3 of 4)

Section 18.12 Limitation of Liability. Notwithstanding anything to the contrary herein, all obligations of Buyer under this Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of Buyer, payable solely from the Trust Estate (as such term is defined in the Trust Indenture) as and to the extent provided in the Trust Indenture, including with respect to Operating Expenses (as such term is defined in the Trust Indenture). Buyer shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in the Trust Indenture) and other assets pledged under the Trust Indenture for any of the purposes in this Agreement mentioned. Neither the faith and credit of Buyer nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Agreement. Buyer shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Agreement, except solely to the extent Revenues (as such term is defined in the Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of the Trust Indenture.

Section 18.14 Rights of Trustee. Pursuant to the terms of the Trust Indenture, Buyer has irrevocably appointed the Trustee as its agent to issue notices (including Remarketing Notices) and as directed under the Trust Indenture, to take any other actions that Buyer is required or permitted to take under this Agreement. Seller may rely on notices or other actions taken by 48 Buyer or the Trustee and Seller has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Buyer.

Section 18.15 Operational Services Agreement. Seller acknowledges that Buyer and the Project Participant will enter into that certain Clean Energy Project Operational Services Agreement, dated as of the Bond Closing Date, pursuant to which the Project Participant will have the right to direct Buyer with respect to any directions, consents or waivers by Buyer under this Agreement and the Re-Pricing Agreement.

Section 18.16 Waiver of Defenses. Seller waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to Seller with regard to Seller’s obligations pursuant to the terms of this Agreement.

Section 18.17 U.S. Resolution Stay Provisions. Seller and Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Agreement, and for the purposes of such incorporation, (i) Seller shall be deemed to be a Regulated Entity, (ii) Buyer shall be deemed to be an Adhering Party, and (iii) this Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistences between this Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.

Section 18.18 Seller Tariff. Seller agrees that if it seeks to amend the Seller Tariff during the Delivery Period, such amendment will not in any way affect this Agreement without the prior written consent of the other Party. Seller further agrees that it will not assert, or defend itself on the basis that the Seller Tariff is inconsistent with this Agreement.

Section 18.19 No Recourse. Buyer shall have no claims against J. Aron or any of its Affiliates (other than Seller), any present or future holder (whether direct or indirect) of any Equity Interests in Seller, or, in the case of any of their respective Affiliates (other than Seller), shareholders, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”) with respect to the transactions contemplated under this Agreement or under any other document, certificate or instrument executed by Seller in connection herewith, such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby. The limitations on recourse set forth in this Section 18.19 shall survive any Early Termination Payment Date, Product Delivery Termination Date, or other termination or expiration of this Agreement. As used in this Section 18.19, “Equity Interests” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of capital stock in such Person, or any and all equivalent ownership interests in such Person, including partnership interests, limited liability company interests and membership interests, and any and all warrants, rights or options to purchase any of the foregoing.

Section 18.20 Rate Changes.
(a) Standard of Review. Absent the agreement of the Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in Section 18.20(b) 49 below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008). (b) Waiver. In addition, and notwithstanding Section 18.20(a), to the fullest extent permitted by applicable Law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Section 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable Law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable Law or market conditions that may occur. In the event it were to be determined that applicable Law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this Section 18.20(b) shall not apply, provided that, consistent with Section

18.20(a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in Section

18.20(a).

Section 18.21 Delivering Entity Tariff. If the Delivering Entity seeks to amend the Delivering Entity Tariff during the Delivery Period, such amendment will not in any way affect this Agreement without the prior written consent of Buyer. Seller shall cause the Delivering Entity to agree that the Delivering Entity will not assert, or defend itself on the basis that the Delivering Entity Tariff is inconsistent with this Agreement or the Electricity Sale and Service Agreement.

IN WITNESS WHEREOF, the Parties have caused this Master Power Supply Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
[Separate Signature Page(s) Attached]
Signature Page to the Master Power Supply Agreement
ARON ENERGY PREPAY 66 LLC
By: J. Aron & Company LLC, its Manager
By:____________________________________
Name:______________________________
Title:_______________________________
Signature Page to the Master Power Supply Agreement

CALIFORNIA COMMUNITY CHOICE

FINANCING AUTHORITY
By:____________________________________
Name:______________________________
Title:_______________________________
A-1
EXHIBIT A-1
BASE QUANTITIES; BASE DELIVERY POINTS; COMMODITY REFERENCE PRICES
[To be attached.]
A-2
EXHIBIT A-2

RESERVED
[To be attached.]
B-1

EXHIBIT B

NOTICES
IF TO SELLER: Aron Energy Prepay 66 LLC
c/o J. Aron & Company LLC
200 West Street
New York, NY 10282
Email: [email protected]
Trading: Timothy Capuano
Telephone: (212) 357-2542
[email protected]
Scheduling: Email: [email protected]
Direct Phone: (212) 855-6188
Fax: (212) 493–9847
Payments/Invoicing: Telephone: (212) 855-0880
[email protected]
General Notices: Andres E. Aguila
Telephone: (212) 855-6008
Fax: (212) 291-2124
[email protected]
IF TO BUYER: California Community Choice Financing Authority 1125 Tamalpais Avenue
San Rafael, CA 94901
Email: [email protected] and [email protected]
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EXHIBIT C

PRODUCT REMARKETING
Section 1. Defined Terms. Capitalized terms used but not otherwise defined in this Exhibit shall have the meanings given to such terms in the Agreement, unless otherwise indicated.

The following terms, when used in this Exhibit C and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires.

References to provisions of the Code or the Treasury Regulations referenced in this Exhibit C are to the referenced provisions as in force and effect on the date of issue of the Bonds; provided, however, in the event of subsequent changes to such provisions or in the interpretation thereof by the Internal Revenue Service, Seller and Buyer may agree to specified alternative provisions for remarketing and remediation in lieu of those set forth in this Exhibit C, subject to receipt of a Tax Opinion with respect thereto.
“Code” means the Internal Revenue Code of 1986, as amended. “Daily Remarketing Notice” has the meaning specified in Section 3(c) of this Exhibit C. “Deemed Remarketing Notice” has the meaning specified in Section 3(d) of this Exhibit C. “Expired Non-Private Business Sales Ledger” has the meaning specified in Section 9(a) of this Exhibit C.
“Expired Private Business Sales Ledger” has the meaning specified in Section 9(a) of this Exhibit C.
“Initial Remarketing” has the meaning specified in Section 5 of this Exhibit C. “Ledger Entry” has the meaning specified in Section 7(b) of this Exhibit C. “Ledger Event” has the meaning specified in Section 9(c) of this Exhibit C. “Minimum Remarketing Sales Price” is, for each MWh of Base Product and Hour, an amount determined by the following formula:

MRSP = RRPP – (RRPP x (RRA/CLB))
Where:

MRSP = The Minimum Remarketing Sales Price for such MWh of Base Product and Hour
RRPP = The Remediation Remarketing Purchase Price for one MWh of Base Product and Hour
RRA = The balance of the Remarketing Reserve Fund at such time C-2
CLB = The combined cash balance of the Non-Private Business Sales Ledger and the Private Business Sales Ledger at such time “Municipal Utility” means any Person that (i) is a “governmental person” as defined in Treasury Regulations Section 1.141-1(b), and (ii) owns either or both a Base Product distribution utility or an electric distribution utility (or provides Product or natural gas at wholesale to entities described in clause (i) that own such utilities).
“Non-Private Business Remarketing Proceeds” means all proceeds received by Buyer under Section 5(c) of this Exhibit C from the Remarketing Entity’s remarketing of Base Product in any Non-Private Business Sale.
“Non-Private Business Sale” means a sale (other than a Qualified Sale) of Base Product to a “governmental person” as defined in Treasury Regulation Section 1.141-1(b) that in each case agrees in writing to not use any part of such Base Product for a Private Business Use. “Non-Private Business Sales Ledger” has the meaning specified in Section 7(a)(i) of this Exhibit C.
“Non-Qualifying Remarketing Limit” means a quantity of Product, in MWhs, equal to 10% of the total quantity of Base Product set forth in Exhibit A-1 to be delivered hereunder, as such Non-Qualifying Remarketing Limit may be increased from time to time upon receipt by Buyer and Seller of a Tax Opinion setting forth a higher Non-Qualifying Remarketing Limit. “Private Business Remarketing Limit” means a quantity of Product, in MWhs, equal to (a) $15,000,000, divided by (b) the Specified Fixed Price, as such Private Business Remarketing Limit may be increased from time to time upon receipt by Buyer and Seller of a Tax Opinion setting forth a higher Private Business Remarketing Limit. “Private Business Remarketing Proceeds” means all proceeds received by Buyer under Section 5(d) of this Exhibit C in connection with the Remarketing Entity’s remarketing of Base Product in any Private Business Sale (including the purchase of such Base Product by the Remarketing Entity for its own account).
“Private Business Sale” means any sale of Base Product other than in a Non-Private Business Sale or a Qualified Sale.
“Private Business Sales Ledger” has the meaning specified in Section 7(a)(ii) of this Exhibit C.
“Private Business Use” has the meaning ascribed to such term in Section 141 of the Code. “Qualified Sale” means any sale of Product or natural gas:
(x) to a Municipal Utility that agrees in writing (i) to use all of such Product or natural gas for a Qualifying Use that is not a Private Business Use and (ii) not to count any purchase of such Product or natural gas towards any remediation obligations such Municipal Utility may have C-3
with respect to proceeds received from the sale of property purchased with tax-exempt financing proceeds other than the Bonds; or
(y) that would not (i) cause interest on the Bonds to be included, or increase the risk of interest on the Bonds being included, in gross income for purposes of federal income taxation under applicable Law at the time of such sale, or (ii) count towards any limit under applicable Law at the time of such sale, beyond which limit interest on the Bonds would become included in gross income for purposes of federal income taxation after the passage of time and lack of any remediation.
“Qualifying Use” with respect to Product or natural gas has the meaning ascribed to such term in Treasury Regulations Section 1.148-1(e)(2)(iii)(A)(2) or (B)(2), as applicable. “Remarketing Fee” has the meaning specified in the Pricing Agreement. “Remarketing Notice” means either a Daily Remarketing Notice or a Monthly Remarketing Notice, but shall not include a Deemed Remarketing Notice. “Remarketing Reserve Fund” means an account established under the Trust Indenture into which Buyer shall deposit the amounts specified in Section 5(e) of this Exhibit C. “Remediation Remarketing” means the remarketing of Product or natural gas in Qualified Sales by either of Buyer or the Remarketing Entity pursuant to Section 8 of this Exhibit C in an effort to reduce to zero any Ledger Entry balances in either the Non-Private Business Sales Ledger or the Private Business Sales Ledger.
“Remediation Remarketing Purchase Price” has the meaning specified in Section 8(a)(ii)(B) of this Exhibit C.
“Tax Opinion” means an Opinion of Bond Counsel (as defined in the Trust Indenture) to the effect that an action proposed to be taken or an event is not prohibited by the Trust Indenture or the Laws of the United States and will not adversely affect the exclusion from gross income for U.S. federal income tax purposes of interest on any Bonds the interest on which is intended to be excluded from such gross income under Section 103(a) of the Code. “Treasury Regulations” means the U.S. Treasury Regulations under the Code.

Section 2. Buyer’s Right and Obligation to Request Remarketing. Buyer may, and, if required to do so under the Trust Indenture or Article VII of the Agreement shall, and the Project Participant (subject to the conditions set forth in the Clean Energy Purchase Contract) may, request the Remarketing Entity to remarket, pursuant to this Exhibit C, all or a specified part of the applicable [Quantities] for any Delivery Point.

Section 3. Remarketing Notice.
(a) Generally. To request remarketing under this Exhibit C, Buyer or the Project Participant must issue a Remarketing Notice substantially in the form attached as Attachment 2 of Exhibit G to the Agreement, which Remarketing Notice must state the portion of C-4
the applicable [Quantity] to be remarketed in each Hour in each Day from each relevant Delivery Point.
(b) Monthly Remarketing Notice. Buyer or the Project Participant may designate a Remarketing Notice as a “Monthly Remarketing Notice” if the Remarketing Notice is delivered to the Remarketing Entity not later than three Business Days prior to the start of the first Month in which it applies, and applies to a period of one Month or more. (c) Daily Remarketing Notice. Buyer or the Project Participant may designate a Remarketing Notice as a “Daily Remarketing Notice” if the Remarketing Notice is delivered to the Remarketing Entity not later than three Business Days prior to the start of the first Day in which it applies.
(d) Deemed Remarketing Notice. Any other notice to remarket Base Product given by Buyer (or deemed to be given by Buyer pursuant to Section 4.2 of the Agreement) will be a “Deemed Remarketing Notice.”
Section 4. Remarketing Entity’s Remarketing Obligations Generally. (a) Sales for Buyer’s Account. All Base Product remarketed by the Remarketing Entity pursuant to this Exhibit C shall be for the benefit of Buyer, meaning all remarketed Base Product shall first be sold by the Remarketing Entity to Buyer and then resold by or for the account of Buyer pursuant to the terms and provisions of this Exhibit C. (b) Limitation on Seller Duties. The Remarketing Entity may act directly as principal to the remarketing buyer, or may cause a supplier to the Remarketing Entity to act directly as principal to the remarketing buyer. Neither the Remarketing Entity nor any Person acting on the Remarketing Entity’s behalf shall owe any fiduciary duties to Buyer with respect to the remarketing of any Base Product. Buyer acknowledges and agrees that the Remarketing Entity or a Person acting on the Remarketing Entity’s behalf in remarketing Base Product may have other supplies of Base Product available to sell to potential remarketing buyers, and Base Product designated for remarketing shall not be entitled to any preference over any such other supplies of Base Product.
(c) Monthly Records. The Remarketing Entity shall prepare, maintain and provide monthly to Buyer and Seller accurate and complete records showing (i) the identity of each purchaser in a Qualified Sale, a Non-Private Business Sale, or a Private Business Sale undertaken by the Remarketing Entity on Buyer’s behalf, (ii) the aggregate amount of Base Product remarketed under this Agreement in Qualified Sales, (iii) the aggregate amount of Base Product remarketed under this Agreement in Non-Private Business Sales, and (iv) the aggregate amount of Base Product remarketed under this Agreement in Private Business Sales.

Notwithstanding the foregoing or anything to the contrary herein, in the event that either Party (x) reasonably determines that interest on the Bonds is not excluded from gross income for federal income tax purposes due to a change in Law, (y) receives an opinion of counsel to such effect (provided that such opinion of counsel shall be rendered by counsel of nationally recognized standing in matters pertaining to the tax exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any C-5
state of the United States) and (z) notifies the other Party of such determination (which notice shall include a copy of the opinion of counsel referenced in clause (y)), then (I) the terms of this Exhibit C regarding the remediation obligations of the Parties shall cease to apply and shall be of no further force and effect, and (II) Seller shall no longer maintain the records described in the immediately preceding sentence and shall not record Ledger Entries or otherwise maintain the ledgers described in Section 7(a) and Section 9(a) of this Exhibit C.
(d) Remission of Sales Proceeds. Any amounts due to Buyer for Base Product remarketed by the Remarketing Entity or purchased by the Remarketing Entity under this Exhibit C shall be remitted to Buyer pursuant to Section 14.2 of the Agreement in the Month following the Month in which such Base Product is remarketed or purchased, as applicable.

Section 5. Initial Remarketing. The following provisions shall apply to the initial remarketing of any Base Product to be remarketed by the Remarketing Entity pursuant to a Remarketing Notice (an “Initial Remarketing”):
(a) Remarketing Entity’s Remarketing Duties. The Remarketing Entity shall use Commercially Reasonable Efforts to remarket or cause to be remarketed all Base Product specified for Initial Remarketing. In exercising such Commercially Reasonable Efforts, the Remarketing Entity shall first attempt to remarket or cause to be remarketed all Base Product specified in a Remarketing Notice in Qualified Sales and then, if the Remarketing Entity is unable to remarket all of such Base Product for such purposes, in Non-Private Business Sales. If the Remarketing Entity is unable to remarket all or any portion of the Base Product designated in a Remarketing Notice in Qualified Sales and Non-Private Business Sales, then the Remarketing Entity shall purchase such Base Product for its own account at the prices set forth in Section 5(d) of this Exhibit C as if such Base Product had been remarketed to it. (b) Floor Price. The Remarketing Entity shall not be required to remarket any Base Product in an Initial Remarketing for any Hour at a net price to the Remarketing Entity (after deducting all transportation costs and all other costs) that is anticipated to be less than (i) the Day-Ahead Market Price applicable to such Base Product and Hour in the case of an Initial Remarketing pursuant to a Monthly Remarketing Notice, or (ii) the Real-Time Market Price applicable to such Base Product and Hour in the case of an Initial Remarketing pursuant to a Daily Remarketing Notice.
(c) Proceeds from Qualified Sales and Non-Private Business Sales. (i) For any Base Product specified in a Monthly Remarketing Notice that the Remarketing Entity remarkets in a Qualified Sale or Non-Private Business Sale, Seller shall pay to Buyer the actual proceeds of such remarketing received by the Remarketing Entity, less the Remarketing Fee per MWh sold; provided that the aggregate amount paid by Seller under this clause (i) for any Month shall not be less than the aggregate quantity so remarketed during such Month multiplied by the Net Participant Price.
(ii) For any Base Product specified in a Daily Remarketing Notice that the Remarketing Entity remarkets in a Qualified Sale or Non-Private Business Sale, Seller C-6
shall pay to Buyer the actual proceeds of such remarketing received by the Remarketing Entity, less the Remarketing Fee per MWh sold, provided that the aggregate amount paid by Seller under this clause (ii) for any quantity of Base Product remarketed shall not be less than the result of (x) the quantity so remarketed multiplied by (y) the product of the Real-Time Market Price(s) for the relevant Hour(s) multiplied by the applicable [Monthly Discount Percentage] (as defined in the Clean Energy Purchase Contract) with respect to any Base Product specified in a Daily Remarketing Notice. (iii) In the event the payment due date under a Qualified Sale or Non-Private Business Sale has not yet occurred prior to the date upon which payment is due under this Agreement for the applicable Month, the Parties shall nonetheless issue statements as if the full amount from such Qualified Sale or Non-Private Business Sale had been paid and, if such full payment is not received prior to the next monthly due date under this Agreement, the Parties shall issue the appropriate statements to reflect the actual proceeds received and true-up any difference.
(d) Proceeds from Private Business Sales.
(i) For any Base Product specified for any Hour of any Day in a Monthly Remarketing Notice that is not remarketed in a Qualified Sale or Non-Private Business Sale, Seller shall pay to Buyer the positive result determined by the following formula with respect to each Delivery Point to which such Monthly Remarketing Notice applied, provided that the aggregate amount paid by Seller under this clause (i) for any Month shall not be less than the aggregate quantity so remarketed during such Month multiplied by the Net Participant Price:

P = Q x (DAMP – RF)
Where:

P = The amount payable by Seller under this Section 5(d)(i) for such Day and Delivery Point
Q = The quantity of such Base Product for such Day purchased by Seller with respect to such Delivery Point
DAMP = The Day-Ahead Market Price for such Delivery Point and Hour RF = The Remarketing Fee
(ii) For any Base Product specified for any Hour or portion thereof in a Daily Remarketing Notice that is not remarketed in a Qualified Sale or Non-Private Business Sale, Seller shall pay to Buyer the positive result determined by the following formula with respect to each Delivery Point to which such Daily Remarketing Notice applied:

P = Q x (RTMP – RF)
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Where:

P = The amount payable by Seller under this Section 5(d)(ii) for such Hour or portion and Delivery Point
Q = The quantity of such Base Product for such Hour or portion remarketed with respect to such Delivery Point
RTMP = The Real-Time Market Price for such Delivery Point and Hour or portion
RF = The Remarketing Fee
(e) Deposits to Remarketing Reserve Fund. Any proceeds received by Buyer under this Section 5 for Base Product remarketed in sales other than Qualified Sales that exceed the amount Buyer would have received for the same quantity of Base Product at the Net Participant Price shall be deposited in the Remarketing Reserve Fund.

Section 6. Deemed Remarketing. For any Base Product specified or deemed to be specified for any Hour in a Deemed Remarketing Notice, Seller shall pay to Buyer the positive result determined by the following formula with respect to each Delivery Point to which such Deemed Remarketing Notice applied:

P = Q x (SP – RF– AF)
Where:

P = The amount payable by Seller under this Section 6 for such Delivery Point and Hour
Q = The quantity of such Base Product remarketed with respect to such Delivery Point and Hour
SP = The price at which the Remarketing Entity, acting in a Commercially Reasonable manner, resells for delivery in such Hour at such Delivery Point any Base Product not then and there received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by the Remarketing Entity in reselling such Base Product and (ii) additional transmission charges, if any, reasonably incurred by the Remarketing Entity in delivering such Base Product to the third party purchasers, or at the Remarketing Entity’s option, the market price for such Hour at the Delivery Point for such Product not received as determined by the Remarketing Entity in a Commercially Reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall the Remarketing Entity be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize Buyer’s liability. For purposes of the foregoing, the C-8
Remarketing Entity shall be considered to have resold such Base Product to the extent the Remarketing Entity shall have entered into one or more arrangements in a Commercially Reasonable manner whereby the Remarketing Entity repurchases its obligation to purchase and receive the Base Product from another party in such Hour at such Delivery Point
RF = The Remarketing Fee
AF = Either (i) to the extent such Deemed Remarketing Notice results from Buyer’s failure to Schedule pursuant to Section 4.2 of the Agreement, the Administrative Fee, or (ii) zero.

Section 7. Tracking Remarketing Proceeds.
(a) Ledgers. The Remarketing Entity shall maintain four separate ledgers related to remarketing proceeds as described below:
(i) One ledger (the “Non-Private Business Sales Ledger”), to which Seller shall credit, (A) as dollar credits, the Non-Private Business Remarketing Proceeds, and (B) as MWh credits, the MWhs of Base Product purchased or remarketed to produce such Non-Private Business Remarketing Proceeds.
(ii) Another ledger (the “Private Business Sales Ledger”), to which Seller shall credit, (A) as dollar credits, Private Business Remarketing Proceeds, and (B) as MWh credits, the MWhs of Base Product purchased or remarketed to produce such Private Business Remarketing Proceeds.
(iii) The other two ledgers shall be maintained, credited, and debited as described in Section 9(a) of this Exhibit C.
(b) Date of Ledger Entries. The credits to be recorded in the ledgers described in Section 7(a)(i) and Section 7(a)(ii) of this Exhibit C (collectively, the “Ledger Entries”) shall be dated as of the first Day of the Month prior to the Month in which Buyer or the Project Participant receives the proceeds corresponding to such Ledger Entries. (c) Aggregation of Ledgers. The four ledgers described in Sections 7(a) and 9(a) of this Exhibit C and in Sections 7(a) and (a) of Exhibit C of the Other Master Power Supply Agreement, and all debits and credits to such ledgers shall be kept on an aggregate basis for purposes of this Exhibit C and Exhibit C of the Other Master Power Supply Agreement. (d) Disqualified Sales. Buyer shall provide to the Remarketing Entity all reports provided by the Project Participant pursuant to Section 7.5 of the Clean Energy Purchase Contract. To the extent set forth in Section 7.6(a) of the Clean Energy Purchase Contract, the Remarketing Entity will add “Disqualified Sale Proceeds” to the appropriate ledgers described above. Buyer agrees to cause any payment made by the Project Participant pursuant to [Section

7.6(c) of a Clean Energy Purchase Contract] to be deposited into the Debt Service Account (as defined in the Trust Indenture).

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(e) Remarketing of and Remediation with Storage Products. For any remarketing proceeds relating to Assigned Products measured in kW-month, the Parties acknowledge and agree that such proceeds shall be recorded in the applicable ledgers on a MWh basis calculated as the result of (i) the total dollar proceeds of any such remarketing divided by (ii) (x) $[____] for Assigned Products during the Initial Assignment Periods and (y) $[____]1 for Assigned Products outside of the Initial Assignment Periods. Any Remarketing Fee relating thereto shall be calculated on a per MWh basis consistent with the result of the conversion to MWhs pursuant to the preceding sentence.

Section 8. Remediation Remarketing.
(a) Remarketing. At any time that the Ledger Entry balance of either the Non-Private Business Sales Ledger or the Private Business Sales Ledger is greater than zero:
(i) Buyer shall exercise or shall cause the Project Participant to exercise Commercially Reasonable Efforts to utilize the proceeds represented by the dollar balances of such Ledger Entries to purchase Product for resale in Qualified Sales and shall promptly notify the Remarketing Entity following such purchase and sale. Additionally, Seller and Buyer acknowledge and agree that any purchases of Assigned PAYGO Products by the Project Participant shall be applied to the reduction of any such Ledger Entries. (ii) The Remarketing Entity shall exercise Commercially Reasonable Efforts to locate opportunities for Buyer to purchase Product to sell in Qualified Sales to remediate the proceeds represented by the dollar balances of the Ledger Entries. In this regard, if the Remarketing Entity locates a Remediation Remarketing opportunity, then (A) the Remarketing Entity shall notify Buyer of such
opportunity;
(B) Buyer shall, upon receipt of such notice, purchase Product from the Remarketing Entity at a price determined by the Remarketing Entity in a Commercially Reasonable manner based upon applicable market prices at the location where the remarketing opportunity sale will occur (the “Remediation Remarketing Purchase Price”);
(C) the Remarketing Entity shall remarket such Product on Buyer’s behalf in a Qualified Sale;
(D) Seller shall remit to Buyer the proceeds collected by the Remarketing Entity from such Qualified Sale, but in no event shall Seller remit less than the Minimum Remarketing Sales Price for the remarketing transaction; provided, however, that to the extent Seller does not receive the Remediation Remarketing Purchase Price from Buyer prior to the Remediation Remarketing described herein, Seller shall credit the proceeds collected by the Remarketing Entity from such remarketing sale against the Remediation Remarketing Purchase Price owed to Seller, and Seller shall be reimbursed from the Remarketing Reserve 1 NTD: To list the applicable Fixed Prices under the Buyer Swap as determined at pricing.

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Fund to the extent necessary to make the Remarketing Entity whole for such Qualified Sale; and
(E) the Remarketing Entity shall issue to Buyer a confirmation notice (including the dollar price and MWhs) of each purchase of Product by or on behalf of Buyer, and each sale of Product on Buyer’s behalf, under this Section 8(a)(ii), and amounts due from or to Buyer shall be separately stated on the Billing Statement for the Month in which such remarketing transactions occur.

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(d) Natural Gas Remediation. In addition to the ability of the Remarketing Entity or Buyer to engage in Remediation Remarketing to reduce the balances of any Ledger Entries through Qualified Sales of Product, the proceeds represented by the dollar balances of such Ledger Entries may also be remediated through the purchase of natural gas that will be remarketed in Qualified Sales. If the Remarketing Entity locates an opportunity for Buyer to purchase natural gas for a Remediation Remarketing, the provisions of Section 8(a)(ii) of this Exhibit C shall apply to such opportunity with the following modifications: (i) every occurrence of the term “Product” shall be replaced with “natural gas” and (ii) the definition of Minimum Remarketing Sales Price shall be revised to replace every occurrence of “MWh of Product” with “MMBtu of natural gas.” For the purposes of entering MWh debits to the Ledger Entries in accordance with Section 8(c) of this Exhibit C for any Remediation Remarketing of natural gas, a quantity of MMBtus will be debited based on (i) the total proceeds paid for such natural gas divided by (ii) an average Product price calculated from the net Ledger Entry then present on the relevant ledger being debited. (e) Other Remediation Debits. In the event that (i) the Project Participant remediates the proceeds represented by the dollar balances of the Ledger Entries pursuant to Section 7.5 of the Clean Energy Purchase Contract or (ii) Bonds are redeemed pursuant to the provisions of Section 7.6(c) of the Clean Energy Purchase Contract and Section 4.01(b) of the Trust Indenture, the corresponding Ledger Entries then present on any ledger shall be debited.

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(ii) Additionally, if at any time (i) the credits to the dollar balance of the Ledger Entries of a Non-Private Business Sales Ledger or a Private Business Sales Ledger have not been reversed within twenty-two (22) Months of being recorded and (ii) the continued failure to reverse such credits within two years of being recorded would result in a Ledger Event (under Section 9(c) below), then Seller no later than the tenth (10th) day of the 22nd Month following the entry of such credits shall provide notice to Buyer of the potential for the occurrence of a Ledger Event and request that Buyer consult with Special Tax Counsel regarding (A) a partial redemption of the Bonds as a remedial action with respect to such potential Ledger Event and (B) the possibility of delivery of a Tax Opinion if such a Ledger Event occurs.
(c) Ledger Event. A “Ledger Event” shall occur if, at any time, either (i) (A) the sum of all MWh credits on an Expired Non-Private Business Sales Ledger and the corresponding Expired Private Business Sales Ledger exceeds (B) the Non-Qualifying Remarketing Limit, or (ii) (A) the sum of all MWh credits on an Expired Private Business Sales Ledger exceeds (B) the Private Business Remarketing Limit, unless Buyer has obtained a Tax Opinion with respect to either (I) such event or (II) any remedial action that may have been taken with respect to the Bonds.
(d) Sole Remedies. The occurrence of a Ledger Event and any remedies associated therewith in Article XVII of the Agreement shall be Buyer’s sole and exclusive remedies with respect to any inability by the Remarketing Entity to purchase and remarket Product for Buyer pursuant to, or any breach by the Remarketing Entity of its obligations under, this Exhibit C.

Section 10. Third Party Remarketing Agent. To the extent that the net Ledger Entry balance of either the Non-Private Business Sales Ledger or the Private Business Sales Ledger is greater than zero (0) for a period of twelve (12) Months or longer, Seller may appoint a third party remarketing agent to remediate the outstanding Ledger Entries instead of the Remarketing Entity; provided that such third party remarketing agent must agree to (a) remediate such Ledger Entries consistent with the terms of this Exhibit C and (b) exercise Commercially Reasonable Efforts to enter into remarketing sales to the extent that Buyer, the Remarketing Entity or J. Aron locate opportunities for remarketing sales after such third party remarketing agent’s appointment.

Section 11. Buyer Right to Request to Purchase Remarketed Product. Notwithstanding any other provision of this Exhibit C, Buyer may request in a Remarketing Notice delivered to Seller that Buyer be the remarketing buyer of the quantities of Product described in such Remarketing Notice, in which case Seller will sell such remarketed Product to Buyer at a price, at Delivery Point(s) and on date(s) to be mutually agreed (but the price shall in no event be less than the Net Participant Price) by the Parties, provided that Seller shall be obligated to remarket such Product to Buyer only if all of the following conditions are satisfied:
(i) Buyer is not in default under any Transaction Document; (ii) Buyer has certified to Seller in the Remarketing Notice that the condition in clause (a) above is true;
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(iii) Buyer has provided such adequate assurances of Buyer’s performance, if any, as may have been reasonably requested by Seller; (iv) there is a master agreement in effect between Buyer and Seller that will govern the remarketing transaction between Buyer and Seller; and (v) Buyer covenants to resell the Product only in Qualified Sales.

Section 12. Remarketing of Assigned Product.
(a) Notwithstanding anything to the contrary herein but subject to clause (b) of this Section 12, if (i) a quantity of Assigned Product less than the Assigned Prepay Quantity is delivered hereunder in any Month during an Assignment Period for any reason other than Force Majeure (including under the circumstances specified in Section 14.1(b)(ii)) or (ii) an [Assigned PPA FM Remarketing Event] (as defined in Exhibit A to the Pricing Agreement) is in effect with respect to an Assigned PPA, then (A) Buyer will be deemed to have requested Seller to remarket the Assigned Product not delivered (regardless of whether a Remarketing Notice was delivered) and (B) Seller shall sell such Product or cause such Product to be sold in a Private Business Sale at the APC Contract Price minus the applicable Remarketing Fee. Seller shall pay Buyer for any such Month the product of (I) the Assigned Prepay Quantity, less the amount of Assigned Product actually delivered, multiplied by (II) the APC Contract Price minus the applicable Remarketing Fee – and all such sales shall constitute a Private Business Sale and shall be reflected on the Private Business Sales Ledger.
(b) In the event that (i) Assigned Product is remarketed consistent with clause (a) above and (ii) Assigned PAYGO Product is delivered under any Assigned PPA in the Month in which such remarketing occurs, then (A) the purchase by the Project Participant of such Assigned PAYGO Product for the Month in which such remarketing occurs shall be deemed without duplication to remediate the remarketing proceeds associated with the other Assigned Product remarketed for such Month in the amount of the Project Participant’s payment(s) for Assigned PAYGO Products for such Month pursuant to the PPA Custodial Agreement, (B) no Ledger Entries shall be entered and no Remarketing Fee shall apply to the extent such remarketing proceeds are remediated pursuant to clause (A) and (C) any remarketing proceeds remediated pursuant to this clause (b) shall be excluded from the calculation of Assigned Prepay Quantity shortfalls under clauses (i) and (ii) of the definition of [Remarketing Fee] in the Pricing Agreement.

Seller acknowledges and agrees that the Project Participant’s payment for other Assigned PAYGO Products shall be applied to remediation of remarketing proceeds hereunder in accordance with the Project Participant’s written instructions provided pursuant to the PPA Custodial Agreement.

D-1

EXHIBIT D

RESERVED
E-1

EXHIBIT E

RECEIVABLES PURCHASE EXHIBIT
[To be attached.]
F-1

EXHIBIT F

RESERVED
G-1

EXHIBIT G

COMMUNICATIONS PROTOCOL FOR BASE QUANTITIES
This Exhibit G (“Communications Protocol”) addresses the Scheduling of Base Quantities to be delivered and received at the Base Delivery Point. It is intended to be attached to both the Master Power Supply Agreement and the Clean Energy Purchase Contract, each as defined below.

1. ADDITIONAL DEFINED TERMS
In addition to the terms defined in Article I of this Agreement, the following terms used in this Communications Protocol shall have the following meanings:
“Agreement” means (i) when this Communications Protocol is attached to the Master Power Supply Agreement, the Master Power Supply Agreement and (ii) when this Communications Protocol is attached to the Clean Energy Purchase Contract, the Clean Energy Purchase Contract.
“Clean Energy Purchase Contract” means that certain Clean Energy Purchase Contract No. 1, dated as of [____], 2026 by and between Issuer and Project Participant. “Delivery Scheduling Entity” means the Delivering Entity or a Person designated by the Delivering Entity, as set forth in Attachment 4 hereto or in a subsequent written notice to Issuer and the Project Participant.
“Issuer” means California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended).
“Master Power Supply Agreement” means that certain Master Power Supply Agreement No. 1, dated as of [____], 2026 by and between Prepay LLC and Issuer that is specified as relating to the Clean Energy Purchase Contract with Project Participant. “Operational Nomination” has the meaning specified in Section 4.1.1. “Prepay LLC” means Aron Energy Prepay 66 LLC, a Delaware limited liability company. “Project Participant” means Pioneer Community Energy, a public agency formed under the provisions of the Joint Exercise of Powers Act of the State of California, Government Code Section 6500 et seq.
“Receipt Scheduling Entity” for any Delivery Point means the Project Participant, unless the Clean Energy Purchase Contract has been suspended or terminated, in which case the Receipt Scheduling Entity will be Issuer or a Person designated by Issuer for such Delivery Point in accordance with this Communications Protocol.

G-2
“Relevant Contract” means the Master Power Supply Agreement and the Clean Energy Purchase Contract.
“Relevant Party” means Issuer, Prepay LLC or the Project Participant. “Relevant Third Party” means any Person that is (i) a Transmission Provider that will or is intended to transport Product to be delivered or received under the Agreement, (ii) an independent system operator or control area that coordinates the Scheduling of Product at the Base Delivery Point, (iii) Scheduling receipt of Product by Issuer or for the account of Issuer to the extent such Product has been delivered to Issuer or for the account of Issuer under the Master Power Supply Agreement, and (iv) delivering Product to Issuer or for the account of Issuer to the extent such Product is intended to be re-delivered ultimately to the Project Participant or for the account of the Project Participant under the Clean Energy Purchase Contract.
“Scheduling Entities” means the Receipt Scheduling Entity and the Delivery Scheduling Entity.

2. AGREEMENTS OF RELEVANT PARTIES
Each Relevant Party that is a party to Relevant Contract to which this Communications Protocol is attached acknowledges that this Communications Protocol sets forth certain obligations that may be delegated to other Relevant Parties that are not parties to such Relevant Contracts. In connection therewith:

2.1 Reliance on Scheduling Entity. Each Relevant Party shall be entitled to rely exclusively on any communications or directions given by a Delivery Scheduling Entity or Receipt Scheduling Entity, in each case to the extent such communications are permitted hereunder.

2.2 Performance of Communications Protocol. Each Relevant Party to a Relevant Contract shall cause its counterparty to each other Relevant Contract to comply with the provisions of this Communications Protocol as the provisions apply to the such counterparty to the extent required to perform the obligations of the Relevant Party under the Relevant Contract.

2.3 Third Party Beneficiaries. To the extent this Communications Protocol purports to give any Relevant Party (a “Beneficiary”) rights vis-à-vis any other Relevant Party (a “Burdened Party”) with whom such Beneficiary does not have privity under a Relevant Contract, such Beneficiary shall be deemed to be a third party beneficiary of each Relevant Contract to which the Burdened Party is a party to the extent necessary or convenient to enforce the obligations of the Burdened Party under this Communications Protocol.

2.4 Amendment of Relevant Contracts. No Relevant Party shall amend, waive or otherwise modify any provision of any Relevant Contract to which it is a party without the consent of each other Relevant Party whose rights or obligations would G-3
be materially and adversely affected by such amendment, waiver or modification as it relates to this Communications Protocol.

2.5 Amendment of Communications Protocol. No Relevant Party shall amend any provision of this Communications Protocol in a Relevant Contract without the consent of each other Relevant Party.

2.6 Waiver of Communications Protocol. No Relevant Party shall waive any provision of this Communications Protocol in a Relevant Contract without the consent of each other Relevant Party whose rights or obligations would be materially and adversely affected by such waiver.
3 DESIGNATION AND REPLACEMENT OF SCHEDULING ENTITIES

3.1 Designation of Delivery Scheduling Entity. The Delivering Entity may designate a new Delivery Scheduling Entity upon thirty (30) days written notice to Issuer substantially in the form of Attachment 4. Any Scheduling Entity designated in accordance with this Section 3.1 shall commence service at the beginning of a Month, unless mutually agreed in writing between the Delivering Entity and Issuer.

3.2 Assumption by Receipt Scheduling Entity. If any Delivery Scheduling Entity (other than the Delivering Entity) persistently fails to perform its obligations as contemplated under this Communications Protocol, the Receipt Scheduling Entity may, by notice to the Delivering Entity, require that the Delivering Entity deal directly with the Receipt Scheduling Entity until a new Delivery Scheduling Entity is designated in accordance with this Section 3.1.

3.3 Scheduling Coordinator. Project Participant shall designate a scheduling coordinator for the purposes of accepting Base Product delivery at the Base Delivery Point through the scheduling of ISTs.
4 INFORMATION EXCHANGE AND COMMUNICATION BETWEEN ISSUER AND

THE DELIVERING ENTITY

4.1 Communication of Operational Nomination Details.

4.1.1 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement, the Receipt Scheduling Entity for such Delivery Point may deliver an operational nomination in writing (the “Operational Nomination”) indicating any inability of the Project Participant to receive all of its Base Quantities during such Day, which Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to receive Base Quantities.

If no changes to Base Quantities are so submitted, the Operational Nomination shall be deemed to nominate the full Base Quantities required to be delivered on a Day.

G-4

4.1.2 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement, the Delivery Scheduling Entity for such Delivery Point may revise the Operational Nomination to indicate any inability of Prepay LLC to deliver all Base Quantities during such Day, which revised Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to deliver Base Quantities.

4.2 Event-specific Communications.

4.2.1 Remarketing Notices issued by Issuer under the Master Power Supply Agreement shall be substantially in the form of Attachment 2 hereto. Any such notices to remarket must be delivered directly to Prepay LLC and the Delivery Scheduling Entity.

4.2.2 Each Scheduling Entity shall notify Prepay LLC, Issuer and the Project Participant as soon as practicable in the event of: (i) any deficiencies in Scheduling related to such Scheduling Entity; (ii) any deficiencies in Scheduling related to the other such Scheduling Entity; and (iii) any issues with Relevant Third Parties that that would reasonably be expected to create issues related to Product Scheduling under the Relevant Contract. 5 ACCESS AND INFORMATION
In addition to the delivery of and access to the records and data required pursuant to the Agreement, each Relevant Party agrees to provide relevant records from itself and other Relevant Third Parties necessary to document and verify Product Scheduled within and after the Month as needed to facilitate the Relevant Contracts. 6 NOTICES
Any notice, demand, request or other communication required or authorized by this Communications Protocol to be given by one Relevant Party to another Relevant Party shall be in writing, except as otherwise expressly provided herein. It shall either be sent by facsimile (with receipt confirmed by telephone and electronic transmittal receipt), courier, or personally delivered (including overnight delivery service) to the representative of the other Relevant Party designated in Attachment 1 hereto. Any such notice, demand, or request shall be deemed to be given (i) when sent by facsimile confirmed by telephone and electronic transmittal receipt or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service).

Each Relevant Party shall have the right, upon written notice to the other Relevant Parties, to change its address at any time, and to designate that copies of all such notices be directed to another Person at another address.
7 NO IMPACT ON CONTRACTUAL OBLIGATIONS
Except as expressly set forth herein or in an applicable Relevant Contract, nothing in this Communications Protocol nor any Relevant Party’s actions or inactions hereunder shall G-5
have any impact on any Relevant Party’s rights or obligations under the Relevant Contracts.
8 ATTACHMENTS
Attachment 1 - Key Personnel
Attachment 2 - Remarketing Notice Form
Attachment 3 - Designation of Alternate Base Delivery Points Form Attachment 4 - Designation of Scheduling Entities Form
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Attachment 1
Key Personnel
Delivering Entity Marketing Personnel:

Timothy Capuano
Sales and Trading
Telephone: (212) 357-2542
[email protected]
Delivering Entity Scheduling Personnel:

Scheduling Team
Email: [email protected]
Direct Phone: (212) 902-8148
Fax: 212.493.9847
Matt Speltz
ICE Chat: mspeltz5
Email: [email protected]
Direct Phone: (212) 357-5429
Fax: (212) 493-9847
Other Delivering Entity Personnel:

Telephone: (212) 855-0880
[email protected]
Andres E. Aguila
Telephone: (212) 855-6008
Fax: (212) 291-2124
[email protected]
Issuer Personnel:
[email protected] and [email protected]
Project Participant Personnel:

Email: [____]
G-7
Attachment 2
Remarketing Notice Form
Date: [_____________]
To: Delivering Entity Scheduling
From: Project Participant Scheduling
This notice is being delivered pursuant to that certain Master Power Supply Agreement (No. 1) (the “Master Power Supply Agreement”) dated as of [____], 2026 by and between Aron Energy Prepay 66 LLC (“Prepay LLC”) and California Community Choice Financing Authority (“Issuer”) and relates to the Clean Energy Purchase Contract (No. 1) (the “Clean Energy Purchase Contract”) dated as of [____], 2026 by and between Issuer and Pioneer Community Energy (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement.

Check the box to indicate type of Remarketing Notice (The numbers of the Primary (“P”) and Alternate (“A”) Delivery Points below correspond to those same Primary and Alternate Delivery Points set forth in Exhibit A-1 of the Agreement, or as may be designated by the Parties from time to time):
 Monthly Remarketing Notice:

Month(s) for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

Pursuant to Section 3(b) of Exhibit C of the Clean Energy Purchase Contract, Project Participant requests that the Delivering Entity remarket in such Month(s) the following Base Quantities of Product required to be delivered at the following Delivery Points:

Delivery Point (P/A, #) MWh/ Hour for each Hour in the Month  Daily Remarketing Notice:

Hours for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

G-8
Pursuant to Section 3(c) of Exhibit C of the Clean Energy Purchase Contract, Project Participant requests that the Delivering Entity remarket for such Hours the following Base Quantities of Product required to be delivered at the following Delivery Point:

Delivery Point (P/A, #) MWh/Hour
Submitted by Project Participant:

PIONEER COMMUNITY ENERGY
By: ________________________
Name:

Title:

G-9
Attachment 3
Designation of Alternate Delivery Points Form
This designation is delivered pursuant to that certain Master Power Supply Agreement (No. 1) (the “Master Power Supply Agreement”) dated as of [____], 2026 by and between Aron Energy Prepay 66 LLC (“Prepay LLC”) and California Community Choice Financing Authority (“Issuer”) and the Clean Energy Purchase Contract (No. 1) (the “Clean Energy Purchase Contract”) dated as of [____], 2026 by and between Issuer and Pioneer Community Energy (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and the Clean Energy Purchase Contract. [Project Participant and/or Issuer] hereby proposes the following Alternate Delivery Points for deliveries of Energy that would otherwise be made at the specified Primary Delivery Point:

ALTERNATE

DELIVERY POINT

PRIMARY

DELIVERY POINT

AFFECTED

COMMODITY

REFERENCE PRICE

PRICING POINT

ADDITIONAL

RESTRICTIONS
1 [e.g.
2 Vol. Limit:____
3 Time Limit:]___
(etc.)
Unless otherwise agreed among the Delivering Entity, Issuer and Project Participant, an Alternate Delivery Point shall utilize the same Commodity Reference Price as the Primary Delivery Point it replaces or otherwise affects. Project Participant is not required to agree or accept this designation (or any change to the Commodity Reference Price) if it is being submitted by Issuer pursuant to the Master Power Supply Agreement only.

AGREED AND

ACCEPTED BY DELIVERING
ENTITY:
(if required)

AGREED TO AND ACCEPTED
BY PROJECT PARTICIPANT:
(if required)

AGREED TO AND ACCEPTED
BY ISSUER:

By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:

G-10
Attachment 4
Designation of Scheduling Entities Form
This designation is being delivered pursuant to that certain Master Power Supply Agreement (No. 1) (the “Master Power Supply Agreement”) dated as of [____], 2026 by and between Aron Energy Prepay 66 LLC (“Prepay LLC”) and California Community Choice Financing Authority (“Issuer”) and relates to the Clean Energy Purchase Contract (No. 1) (the “Clean Energy Purchase Contract”) dated as of [____], 2026 by and between Issuer and Pioneer Community Energy (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and Clean Energy Purchase Contract. [If delivered by Project Participant:

Receipt Scheduling Entity:

Delivery Point: ________________________
Effective Date(s) of Service of Receipt Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable Notice Information for Receipt Scheduling Entity:

Name: ______________________________
Attention: ______________________________
Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________
SCID: ______________________________]
[If delivered by the Delivering Entity:

Delivery Scheduling Entity:

Delivery Point: ________________________
Effective Date(s) of Service of Delivery Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable Notice Information for Delivery Scheduling Entity:

Name: ______________________________
Attention: ______________________________
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Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________
SCID: ______________________________
Submitted by:
[Project Participant or the Delivering Entity]
By: _____________________________
Name: _____________________________
Title: _____________________________
Sheppard Draft 6 May 2026
Relates to Clean Energy Purchase Contract with Pioneer Community Energy MASTER POWER SUPPLY AGREEMENT (NO.2)
between
ARON ENERGY PREPAY 66 LLC
and

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
Dated as of [____], 2026
i

TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ....................................................................................................... 1 Section 1.1 Defined Terms ................................................................................................... 1 Section 1.2 Definitions; Interpretation ............................................................................... 14 ARTICLE II. EXECUTION DATE; DELIVERY PERIOD; J. ARON AS AGENT .......... 14 Section 2.1 Execution Date; Delivery Period. .................................................................... 14 Section 2.2 Termination by Seller Prior to Prepayment ..................................................... 14 ARTICLE III. SALE AND PURCHASE ................................................................................. 15 Section 3.1 Sale and Purchase of Product .......................................................................... 15 Section 3.2 Limited Obligation to Take Base Quantities ................................................... 16 Section 3.3 Prepayment ...................................................................................................... 16 ARTICLE IV. FAILURE TO SCHEDULE PRODUCT ........................................................ 17 Section 4.1 Failure to Schedule or Deliver Base Quantity (Not Due to Force Majeure) ... 17 Section 4.2 Buyer’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure) 17
Section 4.3 Failure to Deliver or Take Due to Force Majeure ........................................... 18 Section 4.4 Assigned Product ............................................................................................. 18 Section 4.5 Sole Remedies ................................................................................................. 18 ARTICLE V. DELIVERY POINTS; SCHEDULING ............................................................ 18 Section 5.1 Delivery Points ................................................................................................ 18 Section 5.2 Transmission and Scheduling .......................................................................... 19 Section 5.3 Title and Risk of Loss ...................................................................................... 19 Section 5.4 PCC1 Product and Long-Term PCC1 Product ................................................ 20 Section 5.5 Communications Protocol ............................................................................... 23 Section 5.6 Deliveries Within CAISO or Another Balancing Authority ........................... 23 Section 5.7 Assigned Products ........................................................................................... 23 ARTICLE VI. ASSIGNMENT OF POWER PURCHASE AGREEMENTS ....................... 23 Section 6.1 Assignments Generally .................................................................................... 23 Section 6.2 Failure to Obtain EPS Compliant Energy ........................................................ 23 Section 6.3 Adjustments to Swaps ..................................................................................... 24 Section 6.4 Adjustments to Base Quantities. ...................................................................... 24 Section 6.5 APC Party Make-Whole. ................................................................................. 24 ---
ii
Section 6.6 Relevant Agreement for Assignments............................................................. 24 ARTICLE VII. PRODUCT REMARKETING ....................................................................... 24 Section 7.1 Product Remarketing ....................................................................................... 24 ARTICLE VIII. REPRESENTATIONS AND WARRANTIES ............................................ 25 Section 8.1 Representations and Warranties ...................................................................... 25 Section 8.2 Additional Representations and Warranties of Buyer..................................... 26 Section 8.3 Funding Agreement ......................................................................................... 26 Section 8.4 Warranty of Title ............................................................................................. 27 Section 8.5 Disclaimer of Warranties................................................................................. 27 Section 8.6 Notice of CEPC Remarketing Termination..................................................... 27 ARTICLE IX. TAXES................................................................................................................ 27 ARTICLE X. JURISDICTION; WAIVER OF JURY TRIAL .............................................. 27 Section 10.1 Consent to Jurisdiction .................................................................................... 27 Section 10.2 Waiver of Jury Trial ........................................................................................ 28 ARTICLE XI. FORCE MAJEURE.......................................................................................... 28 Section 11.1 Applicability of Force Majeure ....................................................................... 28 Section 11.2 Settlement of Labor Disputes.......................................................................... 29 ARTICLE XII. GOVERNMENTAL RULES AND REGULATIONS.................................. 29 Section 12.1 Compliance with Laws.................................................................................... 29 Section 12.2 Contests ........................................................................................................... 29 Section 12.3 Defense of Agreement..................................................................................... 29 ARTICLE XIII. ASSIGNMENT............................................................................................... 29 ARTICLE XIV. PAYMENTS.................................................................................................... 31 Section 14.1 Monthly Statements......................................................................................... 31 Section 14.2 Payment ........................................................................................................... 32 Section 14.3 Payment of Disputed Amounts........................................................................ 32 Section 14.4 Late Payment ................................................................................................... 32 Section 14.5 Audit; Adjustments.......................................................................................... 32 Section 14.6 Netting ............................................................................................................. 33 ARTICLE XV. RECEIVABLES PURCHASES...................................................................... 33 ARTICLE XVI. NOTICES........................................................................................................ 34 ARTICLE XVII. DEFAULT; REMEDIES; TERMINATION.............................................. 34 Section 17.1 Product Delivery Termination Events and Termination Payment Events....... 34 Section 17.2 Payments Following a Ledger Event............................................................... 39 iii
Section 17.3 Reserved .......................................................................................................... 39 Section 17.4 Remedies and Termination.............................................................................. 39 Section 17.5 Replacement of Swaps..................................................................................... 40 Section 17.6 Present Assignment and Waiver of Right to Swap Termination Payments.... 43 Section 17.7 Limitation on Damages ................................................................................... 43 ARTICLE XVIII. MISCELLANEOUS.................................................................................... 44 Section 18.1 Indemnification Procedure .............................................................................. 44 Section 18.2 Deliveries......................................................................................................... 44 Section 18.3 Entirety; Amendments..................................................................................... 45 Section 18.4 Governing Law................................................................................................ 45 Section 18.5 Non-Waiver ..................................................................................................... 45 Section 18.6 Severability...................................................................................................... 46 Section 18.7 Exhibits............................................................................................................ 46 Section 18.8 Winding Up Arrangements.............................................................................. 46 Section 18.9 Relationships of Parties; Beneficiaries............................................................ 46 Section 18.10 Immunity ......................................................................................................... 46 Section 18.11 Rates and Indices............................................................................................. 46 Section 18.12 Limitation of Liability ..................................................................................... 47 Section 18.13 Counterparts..................................................................................................... 47 Section 18.14 Rights of Trustee ............................................................................................. 48 Section 18.15 Operational Services Agreement..................................................................... 48 Section 18.16 Waiver of Defenses ......................................................................................... 48 Section 18.17 U.S. Resolution Stay Provisions...................................................................... 48 Section 18.18 Seller Tariff...................................................................................................... 48 Section 18.19 No Recourse .................................................... Error! Bookmark not defined.

Section 18.20 Rate Changes................................................... Error! Bookmark not defined.

Section 18.21 Delivering Entity Tariff................................................................................... 49 Exhibit A-1 — Base Quantities; Base Delivery Point; Commodity Reference Prices Exhibit A-2 — Assigned Rights and Obligations
Exhibit B — Notices
Exhibit C — Product Remarketing
Exhibit D — Reserved
iv
Exhibit E — Receivables Purchase Exhibit
Exhibit F — Reserved
Exhibit G — Communications Protocol
1 MASTER POWER SUPPLY AGREEMENT
This Master Power Supply Agreement (No.2) (hereinafter, this “Agreement”) is made and entered into as of [____], 2026 (the “Execution Date”), by and between Aron Energy Prepay 66 LLC, a Delaware limited liability company (“Seller”), and California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended) (“Buyer”). Each of Seller and Buyer is sometimes individually referred to herein as a “Party”, and collectively as the “Parties”.

W I T N E S S E T H:

WHEREAS, Buyer desires to purchase Product from Seller or Seller’s designee, as applicable, upon the terms and conditions hereinafter set forth; WHEREAS, in connection with the execution of this Agreement, Seller shall enter into that certain Electricity Purchase, Sale and Service Agreement (No.2), dated as of the date hereof (the “Electricity Sale and Service Agreement”), with J. Aron (as defined below), pursuant to which (a) Seller shall (i) delegate its power sale and delivery obligations under this Agreement to J. Aron and (ii) acquire Product for sale under this Agreement and (b) J. Aron shall act as Seller’s agent hereunder and the other agreements entered into by Seller in connection with the Clean Energy Project (as defined below); and
WHEREAS, prior to the commencement of the Delivery Period (as defined below), the Project Participant (as defined below) under the Clean Energy Purchase Contract (as defined below) shall assign to J. Aron certain Assigned Rights and Obligations, including the right to receive Assigned Product, which Assigned Product will be resold to Seller under the Electricity Sale and Service Agreement, then resold to Buyer hereunder and then resold to the Project Participant under the Clean Energy Purchase Contract.

NOW, THEREFORE, in consideration of the premises above and the mutual covenants and agreements herein set forth, the Parties agree as follows:

ARTICLE I.

DEFINITIONS
Section 1.1 Defined Terms. The following terms, when used in this Agreement (including the preamble or recitals to this Agreement) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Additional Termination Payment” means, with respect to a Product Delivery Termination Date that results from a Termination Payment Event where the Additional Termination Payment is designated in Exhibit A to the Pricing Agreement as applying, the net present value sum as of such Early Termination Payment Date of a stream of Monthly values for 2 each Month that would have remained in the then-current Reset Period had such Early Termination Payment Date not occurred, with each such Monthly value equal to (A) the quantity of Energy (in MWh) that Seller would have been required to cause to be delivered during such Month if Seller was delivering only Base Quantities, multiplied by (B) $0.50/MWh. The net present value sum shall be calculated (i) assuming each such future Monthly value would have been realized on the last day of the Month, (ii) using a 30/360 day basis, and (iii) using the standard present value formula (present value = future value / (1 + i)^n) for each such Monthly value, where “i” is the SOFR Discount Rate for such Month plus the Discount Rate Spread (the sum expressed as an annual rate) and “n” is the number of years, including any fractional portion of a year, between such Month and the Early Termination Payment Date. The “SOFR Discount Rate” for each Month is the fixed interest rate determined by Seller in a Commercially Reasonable manner and in accordance with standard market practices for such Month based on otherwise receiving/paying Simple Average SOFR with a designated maturity of one Month. “Simple Average SOFR” means the simple average of SOFRs for the applicable tenor, with the determination of this rate (which will be in arrears with a lookback) being established by Seller or its designee in accordance with (a) the conventions for this rate selected or recommended by the relevant Government Agency for determining Simple Average SOFR; and (b) to the extent that the Seller or its designee determines that Simple Average SOFR cannot be determined in accordance with clause (a) above, then the conventions for this rate that have been selected by the Seller or its designee giving due consideration to industry-accepted market practices for U.S. dollar denominated floating rate notes at such time.
“Administrative Fee” means the amount per MWh specified as such in the Pricing Agreement.
“Affiliate” means, with respect to either Party, any entity which is a direct or indirect parent or subsidiary of such Party or which directly or indirectly (i) owns or controls such Party, (ii) is owned or controlled by such Party, or (iii) is under common ownership or control with such Party. For purposes of this definition, “control” of an entity means the power, directly or indirectly, either to (a) vote 50% or more of the securities having ordinary voting power for the election of directors or Persons performing similar functions or (b) direct or cause the direction of the management and policies, whether by contract or otherwise. “Agreement” has the meaning specified in the preamble and shall include exhibits, recitals and attachments referenced herein and attached hereto. “Alternate Delivery Point” has the meaning specified in Section 5.1(a). “APC Contract Price” means (i) the fixed prices specified in Exhibit A-2 as of the date hereof with respect to the Assigned Prepay Quantities for the Initial Assignment Periods and (ii) the Day-Ahead Average Price with respect to the Assigned Prepay Quantities for any Assignment Period outside of the Initial Assignment Periods. “APC Party” means the seller under an [Assignable Power Contract] (as defined in the Clean Energy Purchase Contract).
3 “Applicable Project” has the meaning specified in the Clean Energy Purchase Contract.
“Assigned Delivery Point” means, with respect to any Assigned Energy, the Assigned Delivery Point as set forth in the applicable Assignment Schedule for such Assigned Energy.
“Assigned Energy” means any Energy, including Energy associated with PCC1 Product and Long-Term PCC1 Product, to be delivered to J. Aron pursuant to any Assigned Rights and Obligations and re-delivered by J. Aron to Seller under the Electricity Sale and Service Agreement.
“Assigned PAYGO Product” has the meaning specified in the Clean Energy Purchase Contract.
“Assigned PPA” has the meaning specified in the Clean Energy Purchase Contract. “Assigned Prepay Quantity” has the meaning specified in the Clean Energy Purchase Contract.
“Assigned Product” means, as applicable, PCC1 Product, Long-Term PCC1 Product, Assigned Energy, Assigned RECs and any other Product included on an Assignment Schedule, subject to the limitations for such other Product set forth in Exhibit F of the Clean Energy Purchase Contract.
“Assigned Quantity” has the meaning specified in the Clean Energy Purchase Contract.
“Assigned RECs” means any RECs associated with PCC1 Product or Long-Term PCC1 Product to be delivered to J. Aron pursuant to any Assigned Rights and Obligations and re-delivered by J. Aron to Seller under the Electricity Sale and Service Agreement. “Assigned Rights and Obligations” has the meaning specified in the Clean Energy Purchase Contract.
“Assignment Agreement” has the meaning specified in the Clean Energy Purchase Contract.
“Assignment Period” has the meaning specified in the Clean Energy Purchase Contract.
“Assignment Schedule” has the meaning specified in Exhibit F of the Clean Energy Purchase Contract.
“Automatic Product Delivery Termination Event” has the meaning specified in Section 17.1.
“Balancing Authority” has the meaning specified in the CAISO Tariff. 4 “Base Delivery Point” has the meaning specified in Section 5.1(a). “Base Product” means Firm (LD) Energy delivered to the Base Delivery Point. “Base Quantity” means, with respect to each Delivery Hour during the Delivery Period, the Base Unadjusted Quantity for such Delivery Hour less the Base Quantity Reduction for such Delivery Hour, each as set forth on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI.
“Base Quantity Reduction” means, with respect to each Delivery Hour during the Delivery Period, the “Base Quantity Reduction” of Base Product (in MWh) set forth for such Delivery Hour on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI. “Base Unadjusted Quantity” means, with respect to each Delivery Hour during the Delivery Period, the “Base Unadjusted Quantity” of Base Product (in MWh) set forth for such Delivery Hour on Exhibit A-1.
“Billing Statement” has the meaning specified in Section 14.1(b). “Bond Closing Date” means the first date on which the Bonds are issued pursuant to the Trust Indenture.
“Bonds” means the bonds issued pursuant to the Trust Indenture. “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a Federal Reserve Bank Holiday, (iii) any other day on which commercial banks generally in either New York, New York or the State of California are authorized or required by Law to close, or (iv) any day excluded from a “Business Day,” as therein defined, pursuant to the Trust Indenture. “Buyer” has the meaning specified in the preamble.
“Buyer Swap” means (i) the two transaction confirmations entered into under the ISDA Master Agreement, dated as of the date hereof, between Buyer and the Swap Counterparty, and (ii) each replacement Buyer Swap entered into pursuant to Section 17.5. “Buyer Swap Custodial Agreement” means the Custodial Agreement, dated as of the Bond Closing Date, by and among Buyer, the Trustee, the Custodian, and the Swap Counterparty, and any replacement thereof entered into in connection with Buyer’s entry into a replacement Buyer Swap pursuant to Section 17.5.
“Buyer’s Statement” has the meaning specified in Section 14.1(a). “CAISO” means California Independent System Operator or its successor. “CAISO Tariff” means CAISO’s FERC-approved tariff, as modified, amended or supplemented from time to time.
5 “California Long-Term Contracting Requirements” means the long-term contracting requirement set forth in the Clean Energy and Pollution Reduction Act of 2015 (SB 350), California Public Utilities Code Section 399.13(b), and CPUC Decision 17-06-026 and CPUC Decision 18-05-026, as may be modified by subsequent decision of the California Public Utilities Commission or by other Law.
“CEC” means California’s State Energy Resources Conservation and Development Commission, also known as the California Energy Commission, and any successor agency thereto. “CEPC Remarketing Termination” means, for any Reset Period, issuance of a Remarketing Termination Notice other than a Voided Remarketing Termination Notice (each as defined under the Clean Energy Purchase Contract).
“Claiming Party” has the meaning specified in Section 11.1. “Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent, or otherwise, that directly or indirectly relate to the subject matter of the indemnities provided herein, and the resulting losses, damages, expenses, attorneys’ fees, experts’ fees, and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. “Clean Energy Project” has the meaning specified in the Clean Energy Purchase Contract.
“Clean Energy Purchase Contract” means that certain Clean Energy Purchase Contract (No. 2), dated as of the date hereof, by and between Buyer and Project Participant to be entered into in connection with the Clean Energy Project. “Commercially Reasonable” or “Commercially Reasonable Efforts” means, with respect to any purchase or sale or other action required to be made, attempted or taken by a Party under this Agreement, such efforts as a reasonably prudent Person would undertake for the protection of its own interest under the conditions affecting such purchase or sale or other action, including without limitation, the amount of notice of the need to take such action, the duration and type of the purchase or sale or other action, the competitive environment in which such purchase or sale or other action occurs, and the risk to the Party required to take such action. “Commodity Reference Price” means either (i) the Day-Ahead Market Price, or (ii) the Real-Time Market Price, as applicable.
“Contract Price” has the meaning specified in the Clean Energy Purchase Contract. “Custodian” means initially U.S. Bank Trust Company, National Association, a national banking association, as custodian under each of the Swap Custodial Agreements. “Day” means each period of 24 consecutive Hours commencing at the beginning of the Hour ending at 01:00 (LPT) through the end of the Hour ending at 24:00 (LPT). 6 “Day-Ahead Average Price” means, for any Assigned Prepay Quantities, the result of (i) (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month, divided by (y) the number of Pricing Intervals in such Month; plus (ii) $[____]/MWh. As used in this definition, “Pricing Interval” means the unit of time for which CAISO establishes a separate price. “Day-Ahead Market Price” has the meaning specified on Exhibit A-1 for the Primary Delivery Point.
“Deemed Remarketing Notice” has the meaning specified in Exhibit C. “Default Rate” means, as of any date of determination, the lesser of (a) the sum of (i) the rate of interest per annum quoted in The Wall Street Journal (Eastern Edition) under the “Money Rates” section as the “Prime Rate” for such date of determination, plus (ii) one percent per annum, or (b) if a lower maximum rate is imposed by applicable Law, such maximum lawful rate.
“Delivering Entity” means any Person designated from time to time by Seller in writing to effectuate the Product sale, delivery and scheduling obligations hereunder. The Delivering Entity shall initially be Seller, provided that any subsequent designation of a different Delivering Entity must be provided at least 10 days prior to the effectiveness thereof and must take effect on the first day of a Month.
“Delivering Entity Tariff” means the tariff or rate schedule that the Delivering Entity filed with FERC, and FERC has accepted for filing, as may be modified, amended or supplemented from time to time, authorizing the sale of energy, capacity, and certain ancillary services at market-based rates.
“Delivery Hour” has the meaning specified in Exhibit A-1. “Delivery Period” means the period commencing at the beginning of the Day on [____] and shall continue in effect until the end of the Day on [____] or earlier upon the occurrence of a Product Delivery Termination Date.
“Delivery Point” means the Base Delivery Point or an Assigned Delivery Point, as applicable.
“Discount Rate Spread” has the meaning specified in the Pricing Agreement. “Early Termination Payment Date” means the last Business Day of the first Month that commences after a Termination Payment Event; provided that, in the case of a Termination Payment Event due to a Failed Remarketing, the Early Termination Payment Date shall be the last Business Day of the then-current Interest Rate Period.
“Electricity Sale and Service Agreement” has the meaning specified in the recitals. “Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time. 7 “Energy” means three-phase, 60-cycle alternating current electric energy, expressed in MWh.
“EPS” means California’s Emissions Performance Standards, as set forth in Sections 8340 and 8341 of the California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“EPS Compliant Energy” has the meaning specified in the Clean Energy Purchase Contract.
“EPS Energy Period” has the meaning specified in the Clean Energy Purchase Contract.
“Execution Date” has the meaning specified in the preamble. “Failed Remarketing” has the meaning specified in the Trust Indenture. “FERC” means the Federal Energy Regulatory Commission or any successor thereto.
“Firm (LD)” means, with respect to a Party’s obligation (i) to cause to be sold and delivered and (ii) to purchase and receive, as applicable, that such Party’s liability for the failure to meet such obligation shall only be excused to the extent that, and for the period during which, such performance is prevented by Force Majeure, and that in the absence of Force Majeure, the Party to which performance of such obligation is owed shall be entitled to receive from the Party which failed to cause to be delivered or to receive, as applicable, an amount determined pursuant to Section 4.1 or Section 4.2.
“Force Majeure” means an event or circumstance which prevents a Party or the Delivering Entity from performing its obligations under this Agreement, which event or circumstance was not anticipated as of the Execution Date, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall include, provided the criteria in the first sentence are met, riot, insurrection, war, labor dispute, natural disaster, vandalism, terrorism, and sabotage. Force Majeure shall not be based on (i) the loss of Buyer’s markets; (ii) Buyer’s inability economically to use or resell the Product purchased hereunder; (iii) the delay, loss or failure of the Delivering Entity’s supply; or (iv) the Delivering Entity’s ability to sell the Product at a higher price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (x) such Party has contracted for firm transmission with such Transmission Provider for the Product to be delivered to or received at the applicable Delivery Point and (y) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that Force Majeure as defined in the first sentence hereof has occurred. For the avoidance of doubt, and notwithstanding anything herein to the contrary, (I) the declaration of force majeure by an APC Party under a [PPA] (as defined in an Assignment Agreement) or the declaration of “Force 8 Majeure” by the Project Participant under the Clean Energy Purchase Contract shall each constitute Force Majeure hereunder, and (II) to the extent that an Assignment Agreement is terminated early, such termination shall constitute Force Majeure with respect to the Delivering Entity hereunder until the earlier of (A) the commencement of an “Assignment Period” under a replacement Assignment Agreement, (B) the commencement of a [J. Aron EPS Energy Period] (as defined in the Electricity Sale and Service Agreement) or (C) the end of the first Month following the Month in which such early termination occurs.
“Funding Agreement” means initially that certain Senior Unsecured Term Loan Agreement, dated as of the date hereof, by and between Seller and the Funding Recipient, and any replacement funding agreement entered into for a subsequent Reset Period. “Funding Recipient” means initially [____], or its successors to or permitted assignees of the Funding Agreement, and any other Person that becomes a counterparty to Seller under a Funding Agreement for a subsequent Reset Period. “Funding Recipient Acceleration Option” means the exercise by Funding Recipient of any right it may have to prepay the outstanding amounts on the Funding Agreement following the designation of a Product Delivery Termination Date. “Government Agency” means the United States of America, any state thereof, any municipality, or any local jurisdiction, or any political subdivision of any of the foregoing, including, but not limited to, courts, administrative bodies, departments, commissions, boards, bureaus, agencies, or instrumentalities.
“Governmental Approval” means any authorization, consent, approval, license, ruling, permit, exemption, variance, order, judgment, registration, filing, giving of notice to, decree, declaration of or regulation by any Government Agency relating to the valid execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby.
“Hour” means the 60-minute period commencing at 00:00 (LPT) on the first Day of the Delivery Period and ending at 01:00 (LPT) on the first Day of the Delivery Period, and each 60-minute interval thereafter.
“Initial Assigned Rights and Obligations” means the Assigned Rights and Obligations set forth in Exhibit A-2 hereto as of the date hereof. “Initial Assignment Periods” means the Assignment Periods for the Initial Assigned Rights and Obligations specified in Exhibit A-2 hereto as of the date hereof. “Interest Rate Period” has the meaning specified in the Trust Indenture. “ISTs” has the meaning specified in Section 5.1(a).
“J. Aron” has the meaning specified in the recitals.
9 “J. Aron Acceleration Option” means the exercise by J. Aron of its right under the Electricity Sale and Service Agreement to pay the Termination Payment to Seller following the occurrence of a Ledger Event, which shall be subject to Seller’s prior consent thereto as provided in the Electricity Sale and Service Agreement.
“J. Aron Fixed Payment” has the meaning specified in the PPA Custodial Agreement.
“J. Aron Prepay Payment” has the meaning specified in the PPA Custodial Agreement.
“Law” means any statute, law, rule or regulation or any written judicial or administrative decision, ruling or interpretation with respect thereto or thereof having the effect of the foregoing enacted, promulgated, or issued by a Government Agency whether in effect as of the Execution Date or at any time during the term of this Agreement. “Ledger Event” has the meaning specified in Exhibit C.
“Long-Term PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1, and the California Long-Term Contracting Requirements, to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“LPT” means the local prevailing time then in effect in the State of California. “Mandatory Purchase Date” has the meaning specified in the Trust Indenture. “Minimum Discount Percentage” has the meaning specified in the Clean Energy Purchase Contract.
“Month” means a period beginning on the first Day of a calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. The term “Monthly” shall be construed accordingly.
“MWh” means megawatt-hour.
“Net Participant Price” means, for any Product and Delivery Hour, the [Contract Price] (as defined in the Clean Energy Purchase Contract) for such Product and Delivery Hour under the Clean Energy Purchase Contract.
“Optional Product Delivery Termination Event” has the meaning specified in Section 17.1.
“Other Electricity Sale and Service Agreement” means that certain Electricity Purchase, Sale and Service Agreement (No. 1), dated as of the date hereof, by and between Seller and J. Aron.
10 “Other Master Power Supply Agreement” means that certain Master Power Supply Agreement (No. 1), dated as of the date hereof, by and between Seller and Buyer. “Party” has the meaning specified in the preamble.
“PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1 to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Person” means any individual, limited liability company, corporation, partnership, joint venture, trust, unincorporated organization or Government Agency. “Portfolio Content Category 1” or “PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law. “PPA Custodial Agreement” means that certain Consolidated Amended & Restated PPA Custodial Agreement, dated as of the Bond Closing Date, by and among the Project Participant, Buyer, J. Aron and the PPA Custodian.
“PPA Custodian” means U.S. Bank Trust Company, National Association, a national banking association, and its successors as custodian under the PPA Custodial Agreement. “Prepayment” means the amount specified as such in the Pricing Agreement. “Prepayment Outside Date” means the date specified as such in the Pricing Agreement.
“Pricing Agreement” means that certain Pricing Agreement, dated as of the date hereof, by and between Buyer and Seller.
“Primary Delivery Point” has the meaning specified in Section 5.1(a). “Product” means Energy and, to the extent included on an Assignment Schedule, associated RECs or other products related to the foregoing; provided that the inclusion of any Product on an Assignment Schedule is subject to the limitation set forth in Exhibit F of the Clean Energy Purchase Contract.
“Product Delivery Termination Date” means a date that occurs automatically pursuant to Section 17.1 or that is designated pursuant to Section 17.4(b) upon which the Delivery Period will end and Buyer’s and Seller’s respective obligations to receive and deliver or cause the delivery of Product under this Agreement will terminate. “Product Delivery Termination Event” has the meaning specified in Section 17.1. 11 “Project Participant” means Pioneer Community Energy, a public agency formed under the provisions of the Joint Exercise of Powers Act of the State of California, Government Code Section 6500 et seq.
“Project Participant Gross Payment” has the meaning specified in the PPA Custodial Agreement.
“Rating Confirmation” has the meaning specified in the Trust Indenture. “Re-Pricing Agreement” means the Re-Pricing Agreement, dated as of the Bond Closing Date, by and between Buyer and Seller.
“Real-Time Market Price” has the meaning specified on Exhibit A-1 for each Delivery Point.
“Remarketing Entity” has the meaning specified in Section 3.1(d). “Remarketing Fee” means the amount specified in the Pricing Agreement. “Remarketing Notice” has the meaning specified in Section 1 of Exhibit C. “Renewable Energy Credit” or “REC” has the meaning specified for “Renewable Energy Credit” in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law. “Replacement Assigned Rights and Obligations” has the meaning specified in the Clean Energy Purchase Contract.
“Replacement Price” means, with respect to any Shortfall Quantity of Base Quantities and Delivery Hour, (a) the price at which Buyer or Project Participant, acting in a Commercially Reasonable manner, purchases at the applicable Delivery Point Replacement Product for such Shortfall Quantity, plus (i) costs reasonably incurred by Buyer or Project Participant in purchasing Replacement Product for such Delivery Hour, and (ii) additional transmission charges, if any, reasonably incurred by Buyer or the Project Participant to the applicable Delivery Point, or at (b) Buyer’s option, the market price at such Delivery Point and for such Delivery Hour for Product not delivered as Replacement Product as determined by Buyer in a Commercially Reasonable manner. The Replacement Price for any Shortfall Quantity shall not include any administrative or other internal costs incurred by Buyer or the Project Participant and shall be limited to a price that is Commercially Reasonable with respect to the timing and manner of purchase. In no event shall the Replacement Price include any penalties, ratcheted demand or similar charges, nor shall Buyer or the Project Participant be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller’s liability. “Replacement Product” means any Energy purchased by Buyer or the Project Participant to replace any Shortfall Quantity at the Delivery Point where such Shortfall Quantity occurred; provided that such Energy is purchased for delivery in the Delivery Hour to which such Shortfall Quantity relates.
12 “Reset Period” means each “Reset Period” under the Re-Pricing Agreement. “RPS Law” means the California Renewable Energy Resources Act, including the California Renewables Portfolio Standard Program, Article 16 of Chapter 2.3, Division 1 of the California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“Schedule”, “Scheduled” or “Scheduling” means the actions of the Delivering Entity, Buyer and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered during any given portion of the Delivery Period at a specified Delivery Point.
“Seller” has the meaning specified in the preamble.
“Seller Swap” means (i) the two transaction confirmations entered into under the ISDA Master Agreement, dated as of the date hereof, between Seller and the Swap Counterparty, and (ii) each replacement Seller Swap entered into pursuant to Section 17.5. “Seller Swap Custodial Agreement” means the Custodial Agreement, dated as of the Bond Closing Date, by and among Seller, the Trustee, the Custodian, and the Swap Counterparty, and any replacement thereof entered into in connection with Seller’s entry into a replacement Seller Swap pursuant to Section 17.5.
“Seller Tariff” means the tariff that Seller has received from FERC, as may be modified, amended or supplemented from time to time.
“Shortfall Quantity” has the meaning specified in Section 4.1. “SOFR” means the Secured Overnight Financing Rate reported by the Federal Reserve Bank of New York.
“SPE Master Custodial Agreement” means that certain SPE Master Custodial Agreement, dated as of the date hereof, by and among the Seller, J. Aron, Buyer and the SPE Master Custodian.
“SPE Master Custodian” means initially The Bank of New York Mellon, a New York banking corporation as custodian under the SPE Master Custodial Agreement. “Special Tax Counsel” has the meaning specified in the Trust Indenture. “Specified Fixed Price” means the amount specified in the Pricing Agreement. “Specified Investment Agreement” means a guaranteed investment contract between the Trustee and a provider concerning the investment of funds in the Commodity Reserve Account, the Debt Service Reserve Account and/or the Debt Service Account (each as defined in the Trust Indenture).
13 “Swap Counterparty” means (i) Royal Bank of Canada, a bank organized under the Laws of Canada, and (ii) any other Person that becomes counterparty to Buyer under a Buyer Swap or to Seller under a Seller Swap, in each case pursuant to Section 17.5. “Swap Custodial Agreements” means the Buyer Swap Custodial Agreement and the Seller Swap Custodial Agreement.
“Swap Replacement Period” has the meaning specified in Section 17.5(d). “Terminating Party” means any Party that has the right to terminate this Agreement pursuant to Article XVII.
“Termination Payment” means, with respect to any Early Termination Payment Date, the amount specified in Exhibit B-1 to the Pricing Agreement with respect to this Agreement for the Month in which such Early Termination Payment Date occurs (as increased or decreased (as applicable) by any applicable Termination Payment Adjustment Amount) without any set-off or netting of amounts then due from Buyer.
“Termination Payment Adjustment Amount” means, with respect to any Early Termination Payment Date, the amount, if any, specified on Exhibit B-2 to the Pricing Agreement with respect to this Agreement for the Month in which such Early Termination Payment Date occurs. For the avoidance of doubt, the Termination Payment Adjustment Amount is initially zero. “Termination Payment Adjustment Schedule” means the schedule of Termination Payment Adjustment Amounts set forth in Exhibit B-2 to the Pricing Agreement with respect to this Agreement, as such exhibit may be populated and amended from time to time in accordance with the Pricing Agreement.
“Termination Payment Event” means (i) a Product Delivery Termination Event specified as a Termination Payment Event in Section 17.1, (ii) a J. Aron Acceleration Option or (iii) a Funding Recipient Acceleration Option.
“Transaction Documents” has the meaning specified in Article XIII. “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of the Delivering Entity or Buyer to or from the applicable Delivery Point. “Trust Indenture” means (i) the Trust Indenture to be entered into prior to the commencement of the Delivery Period between Buyer and the Trustee, and (ii) any trust indenture entered into in connection with the commencement of any Interest Rate Period after the initial Interest Rate Period between Buyer and the Trustee containing substantially the same terms as the indenture described in clause (i) and which is intended to replace the indenture described in clause (i) as of the commencement of such Interest Rate Period. “Trustee” means U.S. Bank Trust Company, National Association, a national banking association, and its successors as trustee under the Trust Indenture, and its successors as Trustee under the Trust Indenture.
14 “Western EIM” has the meaning ascribed to “Energy Imbalance Market (EIM)” under the CAISO Tariff.
“WREGIS” means the Western Renewable Energy Generation Information System or its successor.

Section 1.2 Definitions; Interpretation. References to “Articles,” “Sections,” “Schedules” and “Exhibits” shall be to Articles, Sections, Schedules and Exhibits, as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest scope of such general statement, term or matter.

Except where expressly provided otherwise, any reference herein to any agreement or document includes all amendments, supplements or restatements to and of such agreement or document as may occur from time to time in accordance with its terms and the terms hereof, and any reference to a party to any such agreement includes all successors and assigns of such party thereunder permitted by the terms hereof and thereof.

ARTICLE II.

EXECUTION DATE; DELIVERY PERIOD; J. ARON AS AGENT
Section 2.1 Execution Date; Delivery Period. This Agreement shall become effective upon the Execution Date and, unless this Agreement is terminated early pursuant to Section 2.2, all of Seller’s and Buyer’s obligations under this Agreement shall be deemed to have been incurred upon the Execution Date. Unless this Agreement is sooner terminated pursuant to Section 2.2, the delivery of Product under this Agreement shall commence at the beginning of and continue for the Delivery Period.

Section 2.2 Termination by Seller Prior to Prepayment. Seller shall have no obligation to perform under this Agreement unless and until it has received the Prepayment from Buyer pursuant to Section 3.3. In the event Seller has not received the Prepayment prior to 24:00 LPT on the Prepayment Outside Date, Seller shall have the right, until such Prepayment has been paid, to terminate this Agreement without any further obligation or liability of either Party, it being understood and agreed that in the event Seller so terminates, such termination shall be effective as of Hour ending 24:00 LPT on the Prepayment Outside Date, regardless of whether Buyer tenders the Prepayment prior to such termination. For the avoidance of doubt, no Termination Payment or Additional Termination Payment shall be payable under any circumstances if this Agreement terminates pursuant to this Section 2.2; provided furthermore that, to the extent that (i) Prepay LLC designates a termination of the Other Master Power Supply Agreement pursuant to Section 2.2 thereof or (ii) J. Aron designates a termination of the Electricity Sale and Service Agreement or 15 the Other Electricity Sale and Service Agreement pursuant to Section 2.2 thereof, Seller, in each case, shall be deemed to have designated a termination of this Agreement pursuant to this Section

2.2. Section 2.3 J. Aron as Agent. Pursuant to the terms of the Electricity Sale and Service Agreement, Seller has irrevocably appointed J. Aron as its agent to issue notices and, as set forth therein, to take any other actions that Seller is required or permitted to take under this Agreement and the other agreements entered into by Seller in connection with the Clean Energy Project so long as the Electricity Sale and Service Agreement remains in effect. Buyer may rely on notices or other actions taken by J. Aron on Seller’s behalf; provided that, if (a) the Electricity Sale and Service Agreement is terminated and (b) Seller notifies Buyer that it has removed J. Aron as its agent, Buyer may no longer rely on notices or other actions taken by J. Aron.

ARTICLE III.

SALE AND PURCHASE
Section 3.1 Sale and Purchase of Product.
(a) Seller shall cause to be sold and delivered to Buyer, and Buyer hereby purchases and shall receive, or cause to be received, from the Delivering Entity, the applicable Product in the quantities and at the times and subject to the terms and conditions set forth in this Agreement. The quantities of Product to be sold and purchased and delivered and received pursuant to the terms and conditions set forth in this Agreement shall be equal to (a) the Base Quantity, if any, for each Delivery Hour and (b) the Assigned Quantity delivered to J. Aron in each Month of the Delivery Period pursuant to the Assignment Agreements. Any such sale is made pursuant to and in accordance with the Seller Tariff.
(b) In recognition that Seller will have increased floating price payment obligations to the Swap Counterparty under the Seller Swap with respect to negatively priced Energy and the Swap Counterparty will have increased floating price payment obligations to Buyer under the Buyer Swap with respect to negatively priced Energy, the Parties acknowledge and agree that Seller shall have no payment obligations to Buyer with respect to negatively priced Energy.

Furthermore, with respect to any negatively priced Energy remarketed pursuant to this Agreement, Seller’s payment obligations under Exhibit C shall be reduced to the extent that such Energy is negatively priced.
(c) Buyer acknowledges and agrees that (A) subsequent to the execution hereof, Seller may delegate all of its Product sale delivery and Scheduling obligations under this Agreement to J. Aron as the Delivering Entity hereunder pursuant to the Electricity Sale and Service Agreement; (B) upon the effectiveness of any such designation of J. Aron as the Delivering Entity, all Product sale, delivery and Scheduling obligations shall be performed by J. Aron as the Delivering Entity pursuant to and in accordance with the Delivering Entity Tariff and the Electricity Sale and Service Agreement; (C) to the extent J. Aron is designated as the Delivering Entity, Seller shall have no obligation to sell, deliver or Schedule Product hereunder, and Buyer accordingly waives any and all rights to maintain an action against Seller for specific performance of (x) the Delivering Entity’s Product delivery and Scheduling obligations or (y) Seller’s obligation 16 to cause Products to be sold and delivered; and (D) in such case, J. Aron as the Delivering Entity may identify (x) Buyer as the entity to which it makes Product sales and (y) the Electricity Sale and Service Agreement as the contract pursuant to which it makes Product sales to Buyer in the Delivering Entity’s electric quarterly reports and other submissions required to be filed with FERC. Notwithstanding the foregoing, any payment obligations under this Agreement relating to a failure to deliver or remarketing of Product shall remain Seller’s sole obligation, and Buyer agrees that it shall have no recourse whatsoever against J. Aron for such amounts. The Delivering Entity shall be a third-party beneficiary of this Agreement with the right to rely upon and enforce the terms hereof relating to the Delivering Entity’s rights and obligations. (d) Seller is the initial Delivering Entity under this Agreement and the provisions of Section 3.1(c) regarding the delegation of Seller’s Product sale and delivery obligations shall apply only to the extent that Seller subsequently designates J. Aron as the Delivering Entity.
(e) Buyer hereby acknowledges and agrees that Seller has delegated its remarketing obligations under Exhibit C to J. Aron pursuant to the Electricity Sale and Service Agreement, the term “Remarketing Entity” shall be used herein to refer to J. Aron in its role performing such remarketing obligations and J. Aron shall continue to act as the Remarketing Entity hereunder regardless of any change in the Delivering Entity pursuant to the terms hereof.

Section 3.2 Limited Obligation to Take Base Quantities. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to purchase and receive any Base Quantities hereunder, and Seller will remarket any Base Quantities that otherwise would be delivered hereunder pursuant to the provisions of Exhibit C.

Section 3.3 Prepayment. Prior to the commencement of the Delivery Period and subject to Buyer’s issuance of the Bonds, Buyer shall pay an amount equal to the Prepayment as payment to Seller for all Product (other than Assigned PAYGO Product) to be delivered during the Delivery Period, and Seller shall accept the Prepayment as payment in full for all Product to be delivered hereunder. Buyer shall pay the Prepayment in a single lump sum payment by wire transfer of immediately available funds to an account designated by Seller. In no event shall Buyer be entitled to any rebate or refund of the Prepayment, but nothing in this Section 3.3 shall limit Buyer’s rights under (i) Article IV for Seller’s failure to Schedule or deliver Product (whether or not excused), (ii) Article XVII upon early termination of this Agreement or deliveries of Product or (iii) Exhibit C with respect to remarketing of Product in accordance therewith.

Section 3.4 Assigned PAYGO Product. With respect to Assigned PAYGO Product delivered by the Delivering Entity, Buyer shall pay Seller an amount equal to the quantity of such Assigned PAYGO Product multiplied by the contract price then in effect under the applicable Assigned PPA for such Assigned PAYGO Product; provided that the Parties acknowledge and agree that the portion of any PCE Gross Payment paid pursuant to the PPA Custodial Agreement and attributable to such Assigned PAYGO Product shall be deemed to satisfy Buyer’s payment obligation hereunder with respect to such Assigned PAYGO Product. To the extent the Project Participant fails to pay any amounts when due under the PPA Custodial Agreement with respect to Assigned PAYGO Product, Buyer shall promptly transfer the resulting 17 [Excess Receivables] (as defined in Exhibit E) to Seller, and the transfer of such Excess Receivables shall satisfy Buyer’s payment obligation with respect thereto.

ARTICLE IV.

FAILURE TO SCHEDULE PRODUCT
Section 4.1 Failure to Schedule or Deliver Base Quantity (Not Due to Force Majeure).
(a) If, for any Delivery Hour during the Delivery Period:
(i) Seller breaches its obligation to Schedule or deliver all or any portion of the Base Quantity at any Delivery Point pursuant to the terms of this Agreement; and
(ii) such failure is not due to either (A) the actions or inactions of Buyer (including Buyer’s breach of subsection (c) of this Section 4.1) or (B) Force Majeure, then the portion of the Base Quantity that Seller or the Delivering Entity, as applicable, failed to Schedule or deliver shall be a “Shortfall Quantity”.
(b) Seller shall pay to Buyer for each Shortfall Quantity in each Delivery Hour the result determined by the following formula:

P = Q x (HP + AF)
Where:

P = The amount payable by Seller under this Section 4.1(b); Q = Such Shortfall Quantity;
HP = The higher of (i) the Replacement Price, as applicable or (ii) the Day-Ahead Market Price applicable to the Delivery Hour and the Delivery Point for which the Shortfall Quantity arose; and AF = The Administrative Fee
(c) Buyer shall cause Project Participant to comply with its obligations under Section 4.1(c) of the Clean Energy Purchase Contract to mitigate damages paid by Seller hereunder.

Section 4.2 Buyer’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure). If, for any Delivery Hour during the Delivery Period, Buyer breaches its obligation to Schedule or receive, or cause to be Scheduled and received, all or any portion of the Base Quantity at any Delivery Point pursuant to the terms of this Agreement and such failure is not due to Force Majeure, the actions or inactions of Seller or is not with respect to any portion of 18 the Base Quantity for which Buyer has previously issued a Remarketing Notice in accordance with Section 3 of Exhibit C, then Buyer shall be deemed to have issued a Deemed Remarketing Notice with respect to the portion not Scheduled or received.

Section 4.3 Failure to Deliver or Take Due to Force Majeure. If with respect to all or any portion of Base Quantities or Assigned Prepay Quantities and subject to Section 12 of Exhibit C:
(a) Buyer fails to Schedule or receive, or cause to be Scheduled and received, or the Delivering Entity fails to Schedule or deliver, or cause to be Scheduled and delivered, all or any portion of such quantities at any Delivery Point pursuant to the terms of this Agreement; and (b) such failure is due to Force Majeure claimed,
then Seller shall pay to Buyer the result determined by the following formula with respect to each such Delivery Point:

P = Q x IP
Where:

P = The amount payable by Seller under this Section 4.3; Q = The quantity of Energy described in the lead-in to this Section 4.3; and
IP = (i) The Day-Ahead Market Price applicable to the Delivery Hour and the Delivery Point with respect to any such Base Quantities and (ii) the applicable APC Contract Price with respect any such Assigned Prepay Quantities.

Section 4.4 Assigned Product. Notwithstanding anything herein to the contrary, neither Buyer nor Seller shall have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Product, except as expressly set forth in Section 4.3 and Section 12 of Exhibit C.

Section 4.5 Sole Remedies. Except with respect to (i) termination of this Agreement pursuant to Section 17.4 and (ii) the obligations of the Delivering Entity under Section 8(b) of Exhibit C, the remedies set forth in this Article IV shall be each Party’s sole and exclusive remedies for any failure by the other Party to Schedule, deliver or receive Product, as applicable, pursuant to this Agreement.

ARTICLE V.

DELIVERY POINTS; SCHEDULING
Section 5.1 Delivery Points.
19 (a) Base Delivery Points. All Base Product delivered under this Agreement shall be Scheduled for delivery to and receipt at (i) the CAISO delivery point set forth in Exhibit A-1 (the “Primary Delivery Point”) or (ii) any other CAISO delivery point (an “Alternate Delivery Point”) that has been mutually agreed by Buyer, the Project Participant, and Seller (the Primary Delivery Point or, to the extent specified, any Alternate Delivery Point being the “Base Delivery Point”). Delivery of Energy to Seller at the Primary Delivery Point shall be facilitated through submission of Inter-SC Trades, as defined in the CAISO Tariff (“ISTs”). Seller shall designate a scheduling coordinator in the CAISO market for this purpose as specified in Exhibit G. (b) Alternate Base Market Prices. The Day-Ahead Market Price and Real-Time Market Price for each Alternate Delivery Point, as applicable, shall be the price mutually agreed and identified by the Parties, or if no such price is identified for such Alternate Delivery Point, the price shall be the Day-Ahead Market Price and Real-Time Market Price, as applicable, specified on Exhibit A-1 for the Primary Delivery Point from which quantities are being shifted to such Alternate Delivery Point.
(c) Assigned Energy Delivery Points. Assigned Energy delivered by the Delivering Entity to Buyer under this Agreement shall be Scheduled for delivery to and receipt at the applicable Assigned Delivery Point specified in the applicable Assignment Schedule. All other Assigned Product shall be delivered consistent with the terms of the applicable Assignment Agreement.
(d) Updates to Swap Exhibits. If the Parties at any time amend Exhibit A-1 and/or Exhibit A-2, the Parties shall promptly notify the Swap Counterparty of any such amendment and furthermore shall update the corresponding exhibits to the Buyer Swap and the Seller Swap in accordance with the terms thereof.

Section 5.2 Transmission and Scheduling. Seller shall Schedule or arrange for Scheduling services with CAISO in accordance with the CAISO Tariff, to deliver the Base Product to the Base Delivery Point. Buyer shall Schedule or arrange for Scheduling services with CAISO in accordance with the CAISO Tariff, to receive the Base Product at the Base Delivery Point. If the J. Aron Schedules or arranges for Scheduling services for the delivery of the Base Product at the Base Delivery Point, then Seller’s obligations under this Section shall be relieved pro tanto. If the Project Participant Schedules or arranges for Scheduling services to receive the Base Product at the Base Delivery Point, then Buyer’s obligations under this Section shall be relieved pro tanto.

Scheduling of Assigned Energy shall be in accordance with the applicable Assignment Schedule.

Section 5.3 Title and Risk of Loss. Title to and risk of loss of the Energy delivered under this Agreement shall pass from the Delivering Entity to Buyer at the applicable Delivery Point. The transfer of title and risk of loss for all Assigned Product shall be in accordance with the applicable Assignment Agreement; provided that all Assignment Agreements shall provide for the transfer of Renewable Energy Credits in accordance with WREGIS. Seller warrants that the Delivering Entity will deliver to Buyer the Base Quantity of Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point. Subject to Section 18.1, each Party shall indemnify, defend and hold harmless the other Party from and against any Claims made by a third party arising from or out of any event, circumstance, act or incident related to the Energy delivered hereunder 20 first occurring or existing during the period when control and title to Base Product or Assigned Product is vested in the indemnifying Party as provided in this Section 5.3; provided that, notwithstanding the foregoing, (a) Seller shall have no obligations to indemnify, defend or hold harmless Buyer for any such Claims relating to replacement costs, cover damages or similar liabilities that are payable to the Project Participant or other Person because of Buyer’s failure to deliver any Product to the Project Participant or other Person through no fault of Seller and (b) no obligation to indemnify, defend or hold harmless shall supplant or control the provisions of this Agreement relating to Force Majeure. Notwithstanding anything to the contrary herein, no Party shall have any obligations to indemnify, defend or hold harmless the other Party in respect of any Claims relating to any Assigned Product.

Section 5.4 PCC1 Product and Long-Term PCC1 Product. To the extent that any Assigned Product is PCC1 Product or Long-Term PCC1 Product, the following provisions apply:
(a) Eligibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6, Non-Modifiable. (Source: D.07-11-025, Attachment A.) D.08-04-009]. As used above, any capitalized terms not otherwise defined herein shall have the meaning specified in the Assigned PPA. (b) Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1, Non-modifiable. D.11-01-025]. As used above, any capitalized terms not otherwise defined herein shall have the meaning specified in the Assigned PPA.
(c) Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2, Non-modifiable. D.11-01- 21 025]. As used above, any capitalized terms not otherwise defined herein shall have the meaning specified in the Assigned PPA.
(d) Governing Law. This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17, Non-Modifiable. (Source: D.07-11- 025, Attachment A) D.08-04-009].
(e) Seller Representations and Warranties.

Seller represents and warrants:
(i) Seller has the right to sell the Assigned Product from the Applicable Project;
(ii) Seller has not sold the Assigned Product or any REC or other attributes of the Assigned Product to be transferred to Buyer to any other person or entity;
(iii) The Energy component of the Assigned Product produced by the Applicable Project and purchased by Seller for resale to Buyer hereunder is not being sold by Seller back to the Applicable Project or APC Party;
(iv) Assigned Product to be purchased and sold pursuant to this Agreement has not been committed to another party;
(v) The Assigned Product is free and clear of all liens or other encumbrances;
(vi) Seller will deliver to Buyer all Assigned Energy and associated RECs generated by the Applicable Project for Long-Term PCC1 Product in compliance with the California Long-Term Contracting Requirements, if applicable
(vii) The Assigned Product supplied to Buyer under this Agreement that is Long-Term PCC1 Product will be sourced solely from Applicable Projects that have an Assignment Period of ten years or more in length, or otherwise in compliance with the California Long Term Contracting Requirements; and
(viii) Seller will cooperate and work with Buyer, the CEC, and/or the CPUC to provide any documentation required by the CPUC or CEC to support the Product’s classification as a Portfolio Content Category 1 Product as set forth in California Public Utilities Code Section 399.16(b)(1) or, if applicable, or compliance with the California Long-Term Contracting Requirements.
22 Seller further represents and warrants to Buyer that, to the extent that the Product sold by Seller is a resale of part or all of a contract between Seller and one or more third parties, Seller represents, warrants and covenants that the resale complies with the following conditions in (i) through (iv) below throughout the Assignment Period:
(i) The original upstream third-party contract(s) meets the criteria of California Public Utilities Code Section 399.16(b)(1);
(ii) This Agreement transfers only electricity and RECs that have not yet been generated prior to the Assignment Period;
(iii) The electricity transferred by this Agreement is transferred to Buyer in real time; and
(iv) If the Applicable Project has an agreement to dynamically transfer electricity to a California balancing authority, the transactions implemented under this Agreement are not contrary to any condition imposed by a balancing authority participating in the dynamic transfer arrangement.
(f) Subsequent Changes in Law. In the event that the qualifications or requirements of the RPS program, PCC1 Product or the California Long-Term Contracting Requirements change, Seller shall take commercially reasonable actions to meet the amended qualifications or requirements of the RPS Law, PCC1 Product or the California Long-Term Contracting Requirements but will not be required to incur any unreimbursed costs to comply with the RPS Law, PCC1 or the California Long- Term Contracting Requirements, collectively. (g) Limitations. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree as follows:
(i) Seller has relied exclusively upon the representations and warranties of each respective APC Party set forth in the Assigned PPAs in making the representations and warranties set forth in this Section 5.4 and has not performed any independent investigation with respect thereto; (ii) J. Aron has agreed under the Electricity Sale and Service Agreement to terminate the applicable Assignment Period in the event that any representation or warranty in this Section 5.4 proves to be incorrect in any respect;
(iii)Buyer agrees that its sole recourse for any breach of the provisions of this Section 5.4 shall be the termination of the applicable Assignment Period and Buyer shall have no other recourse against Seller or remedies under this Agreement; and
(iv)Section 5.4(d) shall only apply to the provisions of this Section 5.4 and all other provisions of this Agreement shall remain subject to and 23 interpreted in accordance with Section 18.4.

Section 5.5 Communications Protocol. With respect to the Scheduling and delivery of Base Quantities, Buyer shall comply and Seller shall cause the Delivering Entity to comply with the communications protocol set forth in Exhibit G. Scheduling and transmission of Assigned Energy shall be in accordance with the applicable Assignment Agreement pursuant to which the Project Participant shall act as scheduling agent for each of J. Aron, Seller and Buyer.

Section 5.6 Deliveries Within CAISO or Another Balancing Authority. The Parties acknowledge that Energy delivered by Seller at a Delivery Point within CAISO or another Balancing Authority (including a Balancing Authority operating within the Western EIM) will be delivered in accordance with the CAISO Tariff and rules of the Balancing Authority as applicable.

Scheduling such Energy in accordance with the requirements of the applicable Product into the applicable Balancing Authority shall constitute delivery of such Product to Buyer hereunder, provided that any associated Renewable Energy Credits and other Assigned Products associated with the Energy are also delivered to Buyer.

Section 5.7 Assigned Products. Notwithstanding anything to the contrary herein, Seller shall have no liability under this Article V with respect to any Assigned Products.

ARTICLE VI.

ASSIGNMENT OF POWER PURCHASE AGREEMENTS
Section 6.1 Assignments Generally. The Project Participant and the Buyer have agreed pursuant to Article VI of the Clean Energy Purchase Contract that (a) prior to the commencement of the Delivery Period, the Project Participant will exercise Commercially Reasonable Efforts to assign the Initial Assigned Rights and Obligations to J. Aron, and (b) in the event of (i) any expiration, termination or anticipated termination of the Assignment Period for the Initial Assigned Rights and Obligations or any subsequent EPS Energy Period or (ii) a failure to assign any portion of the Initial Assigned Rights and Obligations, the Project Participant is obligated to exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign certain Replacement Assigned Rights and Obligations to J. Aron and, under certain circumstances specified in the Electricity Sale and Service Agreement, J. Aron shall have the ability to procure EPS Compliant Energy for ultimate redelivery to the Project Participant under the Electricity Sale and Service Agreement. Following the effectiveness of any Assignment Agreement and Assignment Schedule executed in connection with any Replacement Assigned Rights and Obligations or J. Aron’s procurement of EPS Compliant Energy consistent with Section

6.1(c) of the Electricity Sale and Service Agreement, the Base Quantities shall be reduced as provided by Article VI and Exhibit F of the Clean Energy Purchase Contract. References to Article VI and Exhibit F of the Clean Energy Purchase Contract mean such provisions of the Clean Energy Purchase Contract (including any embedded definitions or cross-referenced provisions) as they originally exist, as modified, amended, supplemented or waived with the consent of J. Aron.

Section 6.2 Failure to Obtain EPS Compliant Energy. To the extent an EPS Energy Period terminates or expires and EPS Compliant Energy is not available for delivery hereunder upon such termination or expiration, then Seller shall remarket the Base Quantities 24 pursuant to the provisions of Exhibit C until EPS Compliant Energy is available for delivery hereunder.

Section 6.3 Adjustments to Swaps. The Parties agree to issue appropriate notices to cause the Buyer Swap and the Seller Swap to be revised in connection with the commencement or termination of any Assignment Period such that the notional quantities under such swaps will be adjusted to be consistent with any changes to the Base Quantity determined pursuant to Section 6.4.

Section 6.4 Adjustments to Base Quantities. The Base Quantity Reductions set forth on Exhibit A-1 hereto have been calculated to reflect the Initial Assigned Rights and Obligations using the methodology described in Exhibit F of the Clean Energy Purchase Contract.

Effective on the first day of the third Month following the early termination of an EPS Energy Period for any reason, Seller shall revise Exhibits A-1 and A-2 (i) as provided by Article VI and Exhibit F to the Clean Energy Purchase Contract to the extent a subsequent EPS Energy Period will commence on such date or (ii) to reverse such Base Quantity Reductions associated with the EPS Energy Period that terminated for all remaining Hours in the Delivery Period to the extent a replacement EPS Energy Period will not commence on such date. In the case of any other commencement of a subsequent EPS Energy Period, Seller shall revise (a) the Base Quantity Reductions in Exhibit A-1 as provided by Article VI and Exhibit F of the Clean Energy Purchase Contract and (b) Exhibit A-2 to reflect the details for such EPS Energy Period.

Section 6.5 APC Party Make-Whole. Seller shall reimburse Buyer for any amounts owed by Buyer to the Project Participant pursuant to Section 6.4 of the Clean Energy Purchase Contract due to J. Aron’s failure to pay when due any J. Aron Prepay Payment under the PPA Custodial Agreement.

Section 6.6 Relevant Agreement for Assignments. The Parties acknowledge and agree that (x) the terms of this Article VI shall only apply under this Agreement and not under the Other Master Power Supply Agreement and (y) any assignment of Assigned Rights and Obligations in connection with the Clean Energy Project shall occur only under this Agreement.

ARTICLE VII.

PRODUCT REMARKETING
Section 7.1 Product Remarketing. If the Project Participant is in default under the Clean Energy Purchase Contract or is unable to receive all or any portion of the Product purchased by Buyer under this Agreement due to (a) insufficient demand by the Project Participant’s retail customers, (b) the existence of an Assigned Prepay Shortfall Amount from any prior Month or the occurrence of an [Assigned PPA FM Remarketing Event] (as defined in Exhibit A to the Pricing Agreement), (c) a change in Law, or (d) the application of Section 3.2 requiring the remarketing of Base Quantities, and the Project Participant requests (or in the case of clauses (b) and (d), is deemed to have requested) remarketing services from the Remarketing Entity pursuant to the provisions of Exhibit C; provided that any remarketing request delivered under clause (c) above shall constitute a “Structural Remarketing Notice” and any Structural Remarketing Notice (i) must be provided at least six Months in advance of the requested 25 remarketing services and (ii) shall be subject to Seller’s consent in its reasonable discretion. If Buyer requests remarketing of any Assigned Product under any of the circumstances described in the preceding sentence other than clause (b) thereof, then J. Aron will have the right to terminate the Assignment Period applicable to such Assigned Product effective as of the first Delivery Hour to which such remarketing applies. If J. Aron does not elect to terminate the Assignment Period, Buyer and Seller shall negotiate in good faith to adjust the provisions of Exhibit C to reflect pricing, delivery and other terms related to such Assigned Product, and the Remarketing Entity shall have no obligation to remarket such Assigned Product unless and until Buyer and the Remarketing Entity have mutually agreed to such adjustments to Exhibit C. The Remarketing Entity has agreed to observe and perform its obligations set forth in Exhibit C.

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES
Section 8.1 Representations and Warranties. As a material inducement to entering into this Agreement, each Party, with respect to itself, hereby represents and warrants to the other Party as of the Execution Date as follows:
(a) for Buyer as the representing Party, Buyer is a joint powers authority duly organized and validly existing under the laws of the State of California; (b) for Seller as the representing Party, it is duly organized, validly existing and in good standing under the Laws of the state in which it is organized and in good standing in the State of California;
(c) it has all requisite power and authority, corporate or otherwise, to own its material properties, carry on its material business as now being conducted, enter into, deliver and to perform its obligations under this Agreement and to carry out the terms and conditions hereof and the transactions contemplated hereby;
(d) there is no litigation, action, suit, proceeding with service of process accomplished with respect to such Party or investigation pending or, to the best of such Party’s knowledge, threatened, in each case before or by any Government Agency and, in each case, which could reasonably be anticipated to materially and adversely affect such Party’s ability to perform its obligations under this Agreement or that questions the validity, binding effect or enforceability hereof, any action taken or to be taken by such Party pursuant hereto, or any of the transactions contemplated hereby;
(e) the execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary action on the part of such Party and do not require any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party; (f) this Agreement has been duly executed and delivered on behalf of such Party by an appropriate officer or authorized Person of such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, as such 26 enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity; (g) the execution, delivery and performance of this Agreement by such Party shall not violate any provision of any Law, order, writ, judgment, decree or other legal or regulatory determination applicable to it;
(h) the execution, delivery and performance by such Party of this Agreement, and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its financial obligations under this Agreement, shall not result in any violation of any term of any material contract or agreement applicable to it, or any of its charter or bylaws or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, Law or ordinance applicable to it or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and shall not conflict with, or cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets, except with respect to Buyer, the lien of the Trust Indenture;
(i) to the best of the knowledge and belief of such Party, no Governmental Approval is required in connection with the valid authorization, execution, delivery and performance by such Party of this Agreement or the consummation of any of the transactions contemplated hereby other than those Governmental Approvals that have been obtained; and (j) it enters this Agreement as a bona-fide, arm’s-length transaction involving the mutual exchange of consideration and, once executed by both Parties, considers this Agreement a legally enforceable contract.

Section 8.2 Additional Representations and Warranties of Buyer. As a material inducement to entering into this Agreement, Buyer hereby represents and warrants to Seller as of the Execution Date as follows:
(a) Buyer is entering into this Agreement for the purpose of acquiring Product for sale to the Project Participant pursuant to the Clean Energy Purchase Contract; and (b) any amounts payable by Buyer under this Agreement shall (i) other than the Prepayment, be payable as an item of Operating Expense under (and as defined in) the Trust Indenture, and (ii) not constitute an indebtedness or liability of Buyer within the meaning of any constitutional or statutory limitation or restriction applicable to Buyer.

Section 8.3 Funding Agreement.
(a) Except (i) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in a Funding Agreement, (ii) to insert such provisions clarifying matters or questions arising under a Funding Agreement as are necessary or desirable and are not contrary to or inconsistent therewith or (iii) to convert or supplement any provision in a manner consistent with the intent of a Funding Agreement and the other Transaction Documents, Seller agrees that it shall not (x) agree to any amendment, alteration, assignment or modification to any Funding Agreement or any guaranty of Funding Recipient’s obligations thereunder or (y) 27 enter into any agreements with the initial Funding Recipient other than the Funding Agreement without receipt of (A) a Rating Confirmation and (B) the prior written consent of Buyer; provided that, for the avoidance of doubt, no such consent of Buyer shall be required in connection with (I) the replacement, refinancing or re-pricing of a Funding Agreement at the end of any Interest Rate Period or (II) Seller’s assignment of its interest in a Funding Agreement or consent to Funding Recipient’s assignment of its interest in a Funding Agreement to the extent Seller provides a Rating Confirmation to Buyer with respect to any such assignment. (b) Upon the occurrence of an Event of Default as defined in the Funding Agreement, Seller shall exercise any right it has pursuant to Section 5.01 (Events of Default) of the Funding Agreement to designate an early termination thereof.

Section 8.4 Warranty of Title. Seller warrants that it will deliver to Buyer (a) all Base Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person arising prior to the Delivery Point, and (b) all Assigned Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person that are imposed on such Assigned Product solely as a result of Seller’s actions.

Section 8.5 Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES

EXPRESSLY MADE BY SELLER IN THIS ARTICLE VIII, SELLER HEREBY DISCLAIMS

ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 8.6 Notice of CEPC Remarketing Termination. Seller covenants and agrees that it shall provide prompt notice to J. Aron if the Project Participant makes a CEPC Remarketing Termination for any Reset Period.

ARTICLE IX.

TAXES
As between Seller and Buyer, Seller shall (i) be responsible for, and pay or cause to be paid, all ad valorem, excise, severance, production and other taxes assessed with respect to Product (other than any Assigned Product) delivered by the Delivering Entity or Seller, as applicable, pursuant to this Agreement arising prior to the applicable Delivery Point and (ii) indemnify Buyer and its Affiliates for any such taxes paid by Buyer or its Affiliates. As between Seller and Buyer, Buyer shall (i) be responsible for all taxes with respect to Product received pursuant to this Agreement assessed at or from the applicable Delivery Point, and (ii) indemnify Seller and its Affiliates for any such taxes paid by Seller or its Affiliates. Nothing shall obligate or cause a Party to pay or be liable for any tax for which it is exempt under Law.

ARTICLE X.

JURISDICTION; WAIVER OF JURY TRIAL
Section 10.1 Consent to Jurisdiction. ALL JUDICIAL PROCEEDINGS

BROUGHT AGAINST EITHER PARTY ARISING OUT OF OR RELATING HERETO 28 SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED

STATES OF AMERICA FOR THE NORTHERN DISTRICT OF CALIFORNIA SITTING IN THE CITY AND COUNTY OF SAN FRANCISCO. BY EXECUTING AND DELIVERING

THIS AGREEMENT, EACH PARTY AGREES THAT SERVICE OF ALL PROCESS IN ANY

SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR

CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH Article XVI; AND AGREES THAT SERVICE AS

PROVIDED ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER

THE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

Section 10.2 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW,

EACH OF THE PARTIES HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A

JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT

AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING

CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGES THAT

THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS

RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN

ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY FURTHER

WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS

LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS

WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER

ORALLY OR IN WRITING (OTHER THAN BY MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS Section 10.2 AND EXECUTED BY EACH OF THE

PARTIES), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF

LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY A COURT.

ARTICLE XI.

FORCE MAJEURE
Section 11.1 Applicability of Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to this Agreement (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure and as provided in Section 4.3 and Section 17.4). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. For the duration of the Claiming Party’s non-performance (and only for such period), the non-Claiming Party shall not be required to perform or resume performance 29 of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

Section 11.2 Settlement of Labor Disputes. Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be within the sole discretion of the Party experiencing such disturbance, and the failure of a Party to settle such strikes, lockouts or other industrial disturbances shall not prevent the existence of Force Majeure or of reasonable dispatch to remedy the same.

ARTICLE XII.

GOVERNMENTAL RULES AND REGULATIONS
Section 12.1 Compliance with Laws. This Agreement shall be subject to all present and future Laws of any Government Agency having jurisdiction over this Agreement or the transactions to be undertaken hereunder, and neither Party has knowingly undertaken or will knowingly undertake or knowingly cause to be undertaken any activity that would conflict with such Laws; provided, however, that nothing herein shall be construed to restrict or limit either Party’s right to object to or contest any such Law, or its application to this Agreement or the transactions undertaken hereunder, and neither acquiescence therein or compliance therewith for any period of time shall be construed as a waiver of such right.

Section 12.2 Contests. Excluding all matters involving a contractual dispute between the Parties, no Party shall contest, cause to be contested or in any way actively support the contest of the equity, fairness, reasonableness or lawfulness of any terms or conditions set forth or established pursuant to this Agreement, as those terms or conditions may be at issue before any Government Agency in any proceeding, if the successful result of such contest would be to preclude or excuse the performance by either Party of this Agreement or any provision hereunder.

Section 12.3 Defense of Agreement. Excluding all matters involving a contractual dispute between the Parties, each Party shall hereafter exercise Commercially Reasonable Efforts to defend and support this Agreement before any Government Agency in any proceeding, if the substance, validity or enforceability of all or any part of this Agreement is hereafter directly challenged or if any proposed changes in regulatory practices or procedures would have the effect of making this Agreement invalid or unenforceable or would subject either Party to any greater or different regulation or jurisdiction that materially affects the rights or obligations of the Parties under this Agreement.

ARTICLE XIII.

ASSIGNMENT
Neither Party shall assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that:
(a) pursuant to the Trust Indenture, Buyer may, without the consent of Seller, transfer, sell, pledge, encumber or assign this Agreement to the Trustee in connection with any financing or other financial arrangements; provided that Buyer shall not assign this Agreement 30 unless, contemporaneously with the effectiveness of such assignment, Buyer also assigns the Buyer Swap (and the Buyer Swap Custodial Agreement) to the same assignee; (b) upon written notice to Buyer, Seller may, without Buyer’s consent, assign this Agreement to an Affiliate of Seller, which assignment shall constitute a novation; provided that the assignee shall agree in writing to be bound by the terms and conditions of this Agreement and Seller shall not assign this Agreement unless (i) Seller delivers a Rating Confirmation to Buyer with respect to such assignment, (ii) contemporaneously with the effectiveness of such assignment, Seller also assigns the Seller Swap, the Seller Swap Custodial Agreement, the Other Master Power Supply Agreement to the extent the delivery period has not ended under such Other Master Power Supply Agreement and the SPE Master Custodial Agreement to the same assignee and either (A) Seller assigns the Funding Agreement, the Electricity Sale and Service Agreement and the Other Electricity Sale and Service Agreement to the same assignee or (B) the assignee provides to Buyer a guarantee of its obligations by [GSG] (as defined in the Electricity Sale and Service Agreements) and GSG continues to guarantee J. Aron’s performance under the Electricity Sale and Service Agreement and the Other Electricity Sale and Service Agreement (provided that the assignment of the Other Electricity Sale and Service Agreement and a GSG Guaranty of J. Aron’s obligations thereunder shall not be required to the extent the delivery period has ended under the Other Electricity Sale and Service Agreement); and (iii) the assignee is a special purpose entity approved by Buyer or its obligations under this Agreement are guaranteed by Funding Recipient to the satisfaction of Buyer; and
(c) if (i) Seller notifies Buyer that the Funding Agreement will not be replaced, refinanced or re-priced as of the end of any Interest Rate Period or (ii) Seller is unable to provide, under the Re-Pricing Agreement, an estimated [Available Discount Percentage] (as defined in the Re-Pricing Agreement) that is equal to or greater than the applicable Minimum Discount Percentage under the Clean Energy Purchase Contract, then, at the request of Buyer, Seller will reasonably cooperate with Buyer to cause Seller’s (or Seller’s Affiliate’s, if applicable) interest in this Agreement, the Re-Pricing Agreement, the Seller Swap, the Seller Swap Custodial Agreement, the SPE Master Custodial Agreement and any Specified Investment Agreement with a term that extends past the then-current Interest Rate Period to which Seller or any Affiliate is a party and all agreements related to any of the foregoing (the “Transaction Documents”) to be novated to a replacement seller; provided that (x) a Rating Confirmation is obtained for any Bonds required to be redeemed on the first Mandatory Purchase Date following the effective date of such novation, (y) the Swap Counterparty shall have provided its prior written consent to such novation in accordance with the terms of the Seller Swap to which it is a party, and (z) after giving effect to such novation, Seller will have no obligations (contingent or otherwise, including any obligation to make or repeat any representations or warranties other than basic representations on authority and the right to transfer its interests under this Agreement without encumbrances) or be required to make any payment under any Transaction Document or otherwise in connection with or following such novation other than any obligations that would have existed or payments that would have been required had this Agreement terminated as of the end of the last Reset Period that commenced prior to such novation.
31 ARTICLE XIV.

PAYMENTS
Section 14.1 Monthly Statements.
(a) Buyer’s Statements. No later than the 5th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period, Buyer shall deliver to Seller a statement (a “Buyer’s Statement”) listing (i) in respect of any Shortfall Quantity in the prior Month, the Replacement Price applicable to such Shortfall Quantity, and (ii) any other amounts due to Buyer in connection with this Agreement with respect to the prior Months.
(b) Billing Statements.
(i) No later than the 20th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period (the “Billing Date”), Seller shall deliver a statement (a “Billing Statement”) to Buyer and the Project Participant indicating (i) the total amount due to Buyer, if any, under Article IV, Article V, Article VI, Article VII and Exhibit C with respect to the prior Months, (ii) any amounts due to Seller in connection with this Agreement with respect to the prior Months, and (iii) the net amount due to Buyer or Seller; provided that, notwithstanding the foregoing, invoicing for all Assigned PAYGO Products shall occur under the PPA Custodial Agreement. The Parties acknowledge and agree that Seller may consolidate Billing Statements under this Agreement with billing statements delivered by Affiliates of Seller under other master power supply agreements between Buyer and Affiliates of Seller.
(ii) For each Month of the Delivery Period that an Assignment Agreement is in effect, Seller shall provisionally prepare or cause to be prepared a Billing Statement for this Agreement that assumes all of the Assigned Prepay Quantities were delivered under the applicable Assigned PPA for such Month. To the extent that a Monthly Statement (as defined in the PPA Custodial Agreement) under the PPA Custodial Agreement reflects that less than the Assigned Prepay Quantities were actually delivered under any such Assigned PPA, then (A) the Billing Statement shall be deemed to be updated in accordance with such Monthly Statement, (B) Seller shall be deemed to remarket and purchase such undelivered portion of the Assigned Prepay Quantities for its own account resulting in a [Ledger Entry] (as defined in Exhibit C) and (C) Seller shall owe a resettlement payment to Buyer in an amount equal to the product of (x) the applicable APC Contract Price multiplied by (y) the portion of the Assigned Prepay Quantities not delivered in such Month. The Parties acknowledge and agree that J. Aron shall have a separate resettlement payment obligation under the Electricity Sale and Service Agreement with respect to the amounts described in clause (C) of the preceding sentence, and J. Aron’s payment of the [J. Aron Resettlement Payment] as defined in and pursuant to the PPA Custodial Agreement shall satisfy the corresponding obligations of the respective parties under each of the Electricity Sale and Service Agreement, this Agreement and the Clean Energy Purchase Contract.
32 (c) Supporting Documentation. Upon request by either Party, the other Party shall deliver such supporting documentation of the foregoing statements and information described in this Section 14.1 as such requesting Party may reasonably request.

Section 14.2 Payment.
(a) Payments Due. If the Billing Statement indicates an amount due from Buyer, then Buyer shall remit such amount to Seller by wire transfer (pursuant to the instructions set forth in the SPE Master Custodial Agreement), in immediately available funds, on or before the 25th day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the following Business Day. If the Billing Statement indicates an amount due from Seller, then Seller shall remit such amount to Buyer by wire transfer (pursuant to Buyer’s instructions), in immediately available funds, on or before the 24th day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. Notwithstanding the foregoing, payments due from Buyer for Assigned PAYGO Product shall be due one Business Day preceding the payment date specified in the [PPA] (as defined in the applicable Assignment Agreement); provided that, as set forth in Section 3.4, such payment obligation will be satisfied to the extent such amounts are paid by the Project Participant pursuant to the PPA Custodial Agreement. (b) No Duty to Estimate. If Buyer fails to issue a Buyer’s Statement with respect to any Month, Seller shall not be required to estimate any amounts due to Buyer for such Month, provided that Buyer may include any such amount on subsequent Buyer’s Statements issued within the next sixty (60) days. The sixty (60)-day deadline in this subsection (b) replaces the two (2) year deadline in Section 14.5 with respect to any claim by any non-delivering Party of inaccuracy in any estimated invoice issued or payment made pursuant to this subsection (b).

Section 14.3 Payment of Disputed Amounts. If Seller disputes any amounts included in a Buyer’s Statement, Seller shall (a) (except in the case of manifest error) nonetheless calculate the Billing Statement based on the amounts included in Buyer’s Statement and (b) pay any amount required by the Billing Statement in accordance with Section 14.2 without regard to any right of set-off, counterclaim, recoupment or other defenses to payment that Seller may have; provided, however, that Seller shall have the right, after payment, to dispute any amounts included in a Buyer’s Statement or otherwise used to calculate payments due under this Agreement pursuant to Section 14.5. If Buyer disputes any amounts included in the Billing Statement, Buyer may withhold payment to the extent of the disputed amount; provided, however, that interest shall be due at the Default Rate for any withheld amount later found to have been properly due.

Section 14.4 Late Payment. If a Party owing a net payment under Section 14.2 fails to remit the full amount payable within one Business Day of when due, interest on the unpaid portion shall accrue from the date due until the date of payment at the Default Rate.

Section 14.5 Audit; Adjustments.
(a) Right To Audit. A Party shall have the right, at its own expense, upon reasonable notice to the other Party and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other Party to 33 the extent reasonably necessary, but only to such extent, to verify the accuracy of any statement, charge, payment, or computation made under this Agreement. This right to examine, audit, and obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Agreement; provided that, notwithstanding the foregoing, to the extent any such examination and audit reveals any material discrepancy in the other Party’s books and records, the examining Party shall have a right to be reimbursed by the other Party for costs reasonably incurred with such examination and audit.
(b) Deadline for Objections. Each Buyer’s Statement and each Billing Statement shall be conclusively presumed final and accurate and all associated claims for under-or overpayments shall be deemed waived unless such Buyer’s Statement or Billing Statement is objected to in writing, with adequate explanation and/or documentation, within two (2) years after the applicable Month of Product delivery.
(c) Payment of Adjustments. All retroactive adjustments shall be paid in full by the Party owing payment within 30 days of notice and substantiation of such inaccuracy. If the Parties are unable to agree upon any retroactive adjustments requested by either Party within the time period specified in Section 14.5(a), then either Party may pursue any remedies available with respect to such adjustments at law or in equity. Retroactive adjustments for payments made based on incorrect Buyer’s Statements or Billing Statements shall bear interest at the Default Rate from the date such payment was made. To the extent necessary to allow Seller to verify any amounts due under this Agreement, Buyer shall cause the Project Participant to comply with the provisions of Section 14.5(a) to the extent necessary to allow Seller to verify any amounts due under this Agreement.

Section 14.6 Netting. The Parties shall net all amounts due and owing, including any past due amounts (which, for the avoidance of doubt, shall include any accrued interest), arising under this Agreement such that the Party owing the greater amount shall make a single payment of the net amount to the other Party in accordance with this Article XIV. Notwithstanding the foregoing, no Party shall be entitled to net (i) any amounts that are in dispute or (ii) any payments due to Seller against (A) the Termination Payment if it becomes due or (B) any payments due from Seller pursuant to Article IV, Article V or Exhibit C.

ARTICLE XV.

RECEIVABLES PURCHASES
Subject to the terms set forth in Exhibit E, Seller has the obligation to purchase [Put Receivables] (as defined in Exhibit E) and the option to purchase [Payment Deficiency Call Receivables] and [Swap Deficiency Receivables] (each as defined in Exhibit E). The Parties acknowledge and agree that (a) any [Payment Deficiency Call Receivables] and [Swap Deficiency Call Receivables] purchased by Seller under Exhibit E shall be re-purchased by J. Aron from Seller to the extent the conditions set forth in Exhibit C of the Electricity Sale and Service Agreement are satisfied (provided that any [Swap Deficiency Call Receivables] and any [Payment Deficiency Call Receivables] purchased by Seller pursuant to [Section 2.3(c)] of Exhibit E shall be transferred by Seller to J. Aron as a credit against amounts due from Seller to J. Aron under the Electricity Sale and Service Agreement); and (b) the purchase of any Put Receivables by Seller will be funded 34 solely from amounts available, if any, under the SPE Master Custodial Agreement for such purpose.

ARTICLE XVI.

NOTICES
Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to the other Party (or to any third party) shall be in writing and shall either be sent by email transmission, courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit B for the receiving Party. Any such notice, demand, or request shall be deemed to be given (i) when delivered by email transmission, or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods, such as electronic mail. Notwithstanding the foregoing, either Party may at any time notify the other that any notice, demand, statement or request to it must be provided by email transmission for a specified period of time or until further notice, and any communications delivered by means other than email transmission during the specified period of time shall be ineffective.

ARTICLE XVII.

DEFAULT; REMEDIES; TERMINATION
Section 17.1 Product Delivery Termination Events and Termination Payment Events. Each event listed on the table below constitutes a “Product Delivery Termination Event”.

This table also specifies the potential Terminating Party for each Product Delivery Termination Event and identifies which Product Delivery Termination Events are also “Termination Payment Events” and the potential Terminating Party for each Product Delivery Termination Event. For each Product Delivery Termination Event where the potential Terminating Party is listed as “Automatic”, such event is an “Automatic Product Delivery Termination Event” and each other Product Delivery Termination Event is an “Optional Product Delivery Termination Event.” [Table on following page.]
35 Event Related to:

Product Delivery
Termination Event:

Potential
Terminating
Party:

Termination
Payment
Event?
a) Event of Default
under Funding
Agreement
The acceleration of the Funding Recipient’s payment obligations under the Funding Agreement pursuant to Section 6.01 (Events of Default) of the Funding Agreement due to an Event of Default (as defined in the Funding Agreement).

Automatic Yes
b) Failure of bond
remarketing or re-pricing
As of one week prior to the beginning of the first Month following a Reset Period, either:
(i) Buyer has not entered into a bond purchase agreement, firm remarketing agreement or similar agreement with respect to the remarketing or refunding of the existing Bonds; or
(ii) The initial Funding Recipient or successor Funding Recipient and Seller are unable to replace, refinance or re-price the Funding Agreement for a subsequent Reset Period.

Automatic Yes
c) Failure to
remarket
A Failed Remarketing occurs. Automatic Yes
d) Ledger Event The occurrence of a Ledger Event under this Agreement or the Other Master Power Supply Agreement.

Seller No
e) Failure to
purchase
Identified
Receivables (as
defined in Exhibit
E)
Both:
(i) Seller has received a [Swap Deficiency Call Receivables Offer] (as defined in Exhibit E) pursuant to [Section 2.2(a)] of the Exhibit E and (ii) Seller has not exercised or is deemed not to have exercised its related option to purchase the Identified Receivables described in such [Swap Deficiency Call Receivable Offer].

Automatic No
f) CEPC
Remarketing
Termination
The occurrence of a CEPC Remarketing Termination. Automatic Yes g) Termination of
Electricity Sale
and Service
Agreement and
Failure to Replace
J. Aron
Both:
(i) an Early Termination Date occurs due to a [J. Aron Default] (as each such term is defined under the Electricity Sale and Service Agreement) under the Electricity Sale and Service Agreement, and
Automatic No
36 Event Related to:

Product Delivery
Termination Event:

Potential
Terminating
Party:

Termination
Payment
Event?
(ii) Seller is unable to enter into a replacement Electricity Sale and Service Agreement with substantially the same terms or terms approved by Buyer by the date that is 120 days following such Early Termination Date as defined and occurs under the Electricity Sale and Service Agreement.

For the avoidance of doubt, Seller may only enter into such a replacement Electricity Sale and Service Agreement if (I) the [GSG Guaranty] (as defined in the Electricity Sale and Service Agreement) applies to the obligations of the replacement seller thereunder or (II) Seller delivers a Rating Confirmation to Buyer with respect to its entry into such replacement Electricity Sale and Service Agreement.
h) Termination of
Electricity Sale
and Service
Agreement and
Failure to Replace
J. Aron
Both:
(i) an Early Termination Date (as defined under the Electricity Sale and Service Agreement) occurs under the Electricity Sale and Service Agreement for any reason other than as specified in clauses (f) and (g) above, and (ii) Seller is unable to enter into a replacement Electricity Sale and Service Agreement with substantially the same terms or terms approved by Buyer by the date that is 120 days following such Early Termination Date as defined and occurs under the Electricity Sale and Service Agreement.

Seller shall not enter into such a replacement Electricity Sale and Service Agreement unless (I) the [GSG Guaranty] (as defined in the Electricity Sale and Service Agreement) applies to the obligations of the replacement seller thereunder or (II) Seller delivers a Rating Confirmation to Buyer with respect to its entry into such replacement Electricity Sale and Service Agreement.

Automatic No
i) Termination of a
Buyer Swap
Except in the case where an Automatic Product Delivery Termination Event has occurred under Sections 17.1(e) [Failure to Purchase Identified Call Receivables],

17.1(f)-(h) [Termination of Electricity Sale and Service Agreement], 17.1(j) [Termination of a Buyer Swap for Certain Buyer Defaults], 17.1(k) [Termination of Seller Swap for Seller Defaults] or 17.(l) [Dissolution or Bankruptcy of Buyer], both:
(i) an Early Termination Date (as defined in a Buyer Swap) is designated by a Swap Counterparty pursuant to the terms of a Buyer Swap or occurs automatically pursuant to Seller No
37 Event Related to:

Product Delivery
Termination Event:

Potential
Terminating
Party:

Termination
Payment
Event?
the terms of a Buyer Swap based on a Termination Event where Buyer is the sole Affected Party (as each term is defined in the Buyer Swap), and (ii) either the corresponding Seller Swap or such Buyer Swap is not replaced within the Swap Replacement Period.
j) Termination of a
Buyer Swap for
Certain Buyer
Defaults and
Termination
Events
An Early Termination Date (as defined in the Buyer Swap) is designated by a Swap Counterparty pursuant to the terms of a Buyer Swap based on an Event of Default under Section 5(a)(vii) (Bankruptcy) of a Buyer Swap where Buyer is the Defaulting Party (as each term is defined in the Buyer Swap).

Automatic No
k) Termination of a
Seller Swap for
Seller Defaults
and Termination
Events
Both:
(i) an Early Termination Date (as defined in the Seller Swap) is designated by a Swap Counterparty pursuant to the terms of a Seller Swap based on an Event of Default where Seller is the Defaulting Party or a Termination Event where Seller is the sole Affected Party (as each term is defined in the Seller Swap) or otherwise occurs automatically pursuant to the terms of a Seller Swap, but excluding any termination as a result of the termination of this Agreement based on a Product Delivery Termination Event under Section 17.1(d) [Ledger Event] or Section 17.1(i) [Termination of a Buyer Swap], and (ii) such Seller Swap or the corresponding Buyer Swap is not replaced within the Swap Replacement Period.

Automatic No
l) Dissolution or
Bankruptcy of
Buyer
If (i) an involuntary case or other proceeding shall be commenced against Buyer seeking liquidation, reorganization or other relief with respect to it or its debts under any applicable Federal or State bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar law now or hereafter in effect or seeking the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed, or an order or decree approving or ordering any of the foregoing shall be entered and continued unstayed and in effect, in any such event, for a period of 60 days; or (ii) if Buyer shall commence a voluntary case or proceeding under any applicable Federal or State bankruptcy, Automatic No
38 Event Related to:

Product Delivery
Termination Event:

Potential
Terminating
Party:

Termination
Payment
Event?
insolvency, fraudulent transfer, reorganization, moratorium or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent, or shall consent to the entry of a decree or order for relief in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or if it shall file a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or consent to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of Buyer or any substantial part of its property, or shall make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action.
39 Section 17.2 Payments Following a Ledger Event. Following the occurrence of a Ledger Event, Seller shall pay to Buyer any amounts that become payable from J. Aron to Seller pursuant to Section 17.6 of the Electricity Sale and Service Agreement.

Section 17.3 Reserved.

Section 17.4 Remedies and Termination.
(a) Automatic Product Delivery Termination Event. Upon the occurrence of any Automatic Product Delivery Termination Event, a Product Delivery Termination Date shall be deemed to be designated as of the end of the Month in which such Automatic Product Delivery Termination Event occurs; provided that the Product Delivery Termination Date shall be effective as of the end of the then-current Reset Period in the event of the occurrence of a CEPC Remarketing Termination (i.e., as of the end of the Reset Period preceding the Reset Period for which the Project Participant issues a valid Remarketing Termination Notice other than a Voided Remarketing Termination Notice as such terms are defined in the Clean Energy Purchase Contract).
(b) Optional Product Delivery Termination Event. If at any time an Optional Product Delivery Termination Event has occurred and is continuing, then the Terminating Party, by notice to the other Party specifying the relevant Optional Product Delivery Termination Event, may designate a day not earlier than the last day of the Month in which such notice is deemed given under Article XVI as the Product Delivery Termination Date; provided, however, that with respect to an Optional Product Delivery Termination Event related to a Buyer Swap or Seller Swap, the Terminating Party may, at any time after the commencement of the Swap Replacement Period, conditionally designate a Product Delivery Termination Date, with such designation being conditioned upon (i) the termination and failure to replace either the corresponding Seller Swap or such Buyer Swap and (ii) the Product Delivery Termination Date occurring no earlier than the last day of the Month in which the Swap Replacement Period ends. (c) Effect of Product Delivery Termination Date. As of the Product Delivery Termination Date, (i) the Delivery Period shall end, (ii) the obligation of Buyer to Schedule or receive deliveries of Product from Seller under this Agreement shall terminate, and (iii) the obligation of Seller to Schedule or make any further deliveries of Product to Buyer under this Agreement shall terminate and, unless such Product Delivery Termination Date resulted from a Termination Payment Event, such obligation to deliver Product shall be replaced with a continuing obligation to make payment of the amounts set forth with respect to this Agreement in Exhibit B-3 to the Pricing Agreement to Buyer until the earlier of (A) the Month in which a Termination Payment Event occurs and (B) the last due date for such payments under Exhibit B-3 to the Pricing Agreement with respect to this Agreement. For the avoidance of doubt, (i) except as set forth in this Section 17.4(c) and in Section 17.4(d), this Agreement will continue past a Product Delivery Termination Date, and (ii) a Termination Payment Event may arise contemporaneously with a Product Delivery Termination Date or at any time thereafter and the occurrence of a Product Delivery Termination Date shall not prevent the occurrence of a Termination Payment Event. (d) Early Termination Payment Date. A Termination Payment Event shall occur upon (i) a Product Delivery Termination Event that is specified as a Termination Payment 40 Event in Section 17.1 or (ii) a J. Aron Acceleration Option. Following a Termination Payment Event, Seller on the Early Termination Payment Date shall (A) pay the Termination Payment and (B) if applicable, pay the Additional Termination Payment, in each case, to the Trustee pursuant to payment instructions issued by Buyer or, in the absence of such instructions, by wire transfer.

Such amounts shall be paid together with interest thereon (before as well as after judgment) from (and including) the Early Termination Payment Date to (but excluding) the date such amount is paid, at the Default Rate. The obligation of Seller to pay the Termination Payment and, if applicable, the Additional Termination Payment on the Early Termination Payment Date is unconditional, irrespective of the validity or enforceability of this Agreement or any other agreement contemplated hereby, any waiver or consent by Buyer, or any other circumstances that might otherwise constitute a legal or equitable discharge of Seller or a defense of Seller to pay the Termination Payment and, if applicable, the Additional Termination Payment. Seller waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to Seller with regard to Seller’s obligation to pay the Termination Payment and, if applicable, the Additional Termination Payment on the Early Termination Payment Date. (e) Acknowledgement of Parties. The Parties acknowledge that it is impractical and difficult to assess actual damages as a result of a termination of the Delivery Period under this Agreement, and the Parties therefore agree that the payment of the Termination Payment and any applicable Additional Termination Payment or the continued payment of amounts specified in Exhibit B-3 to the Pricing Agreement, as applicable, is a fair and reasonable pre-estimate of the actual damages that would be incurred by Buyer as a result of termination of the Delivery Period under this Agreement for any reason and is not a penalty. (f) Exclusive Termination Rights. Neither this Agreement nor the Delivery Period may be terminated for any reason except as specified in this Article XVII and in Section

2.2. Except with respect to amounts due for periods prior to the Product Delivery Termination Date, the continued payment of amounts required to be made under Section 17.4(c), and, as applicable, the payment of the Termination Payment and any Additional Termination Payment shall be the sole and exclusive remedy for each Party upon the termination of the Delivery Period and this Agreement for any reason, including as a result of rejection of this Agreement by either Party in any bankruptcy proceedings.
(g) Payment of Investment Agreement Breakage Costs. In the event that a payment in respect of breakage costs becomes due from Buyer under a Specified Investment Agreement due to the occurrence of an Early Termination Payment Date, Seller shall pay to Buyer an amount equal to the amount of such payment no later than the later of (A) one (1) Business Day prior to the date such payment is required to be paid by Buyer pursuant to such Specified Investment Agreement and (B) one (1) Business Day following receipt by Seller of a statement setting forth in reasonable detail the amount of such payment. In the event that a payment in respect of breakage costs becomes payable to Buyer under a Specified Investment Agreement due to the occurrence of an Early Termination Payment Date, Buyer shall pay to Seller an amount equal to the amount of such payment no later than one (1) Business Day following receipt of such payment by Buyer.

Section 17.5 Replacement of Swaps.
41 (a) Neither Party shall exercise any optional right it may have to terminate this Agreement as a result of the termination of any Seller Swap or any Buyer Swap without first complying with this Section 17.5. Each of Buyer and Seller agrees that it will not replace any Buyer Swap or Seller Swap, as applicable, unless the other Party is replacing its Buyer Swap or Seller Swap, as applicable, with the same replacement Swap Counterparty. (b) If:
(i) any Buyer Swap or any Seller Swap terminates,
(ii) Buyer or Seller delivers a termination notice under a Buyer Swap or Seller Swap,
(iii) a Swap Counterparty delivers a termination notice under a Buyer Swap or Seller Swap, or
(iv) any Buyer Swap or any Seller Swap is otherwise reasonably anticipated to become subject to immediate termination, then each Party whose swap is affected shall notify the other Party of the existence of such circumstances and identify the affected Buyer Swap or Seller Swap (the “Affected Swap”). (c) Following receipt of a notice under Section 17.5(b), the Parties shall attempt to replace both the Affected Swap and the corresponding unaffected Seller Swap or Buyer Swap with the same Swap Counterparty (the “Unaffected Swap”) by:
(i) if a Buyer Swap and a Seller Swap with another Swap Counterparty are in effect and otherwise are not subject to termination, (A) exercise any rights they may have to increase their notional quantities under such Buyer Swap and Seller Swap in order to effect a replacement upon termination of the Affected Swap (which increase shall be deemed to be a replacement of both the Buyer Swap and Seller Swap for purposes of Section 17.5 if the full notional quantities of the Affected Swap are thereby replaced), and (B) subsequent to such a replacement, Seller and Buyer shall cooperate in good faith to locate replacement agreements with a second Swap Counterparty and, upon locating a second Swap Counterparty, Seller and Buyer shall reduce their notional quantities under the remaining Seller Swap and Buyer Swap to their original levels and enter into a replacement Seller Swap and Buyer Swap with the replacement Swap Counterparty for the remaining notional quantities; or
(ii) to the extent Seller or Buyer cannot increase their notional quantities under another Buyer Swap and Seller Swap as contemplated by clause (i), cooperate in good faith to locate replacement agreements with an alternate Swap Counterparty to replace both the relevant Seller Swap and relevant Buyer Swap within the Swap Replacement Period.
(d) The “Swap Replacement Period” is a period (i) commencing on the earlier of the date of (x) any termination of a Buyer Swap or Seller Swap designated by a Swap Counterparty, and (y) delivery of a notice of anticipated termination of a Buyer Swap or Seller 42 Swap by a Swap Counterparty, and (ii) ending 60 days after either (A) the commencement of the Swap Replacement Period if Base Quantities are above zero MWhs upon the commencement of such period or otherwise (B) any date on which Base Quantities are increased above zero MWhs, provided that:
(i) the Swap Replacement Period will end immediately once it starts if such Buyer Swap or Seller Swap is subject to termination due to the insolvency or bankruptcy of Buyer or Seller;
(ii) the Swap Replacement Period will end five Business Days after it starts if such Seller Swap is subject to termination due to Seller’s failure to pay amounts due or post credit support, other than where (A) any such failure to pay or post credit support was caused solely by error or omission of an administrative or operational nature; (B) funds were available to enable Seller to make such payment when due; and (C) such payment is made within two (2) Business Days of Seller’s receipt of written notice of its failure to pay or post credit support;
(iii) if (A) the Unaffected Swap has been terminated on or prior to the last day of the Month in which the Affected Swap is terminated and (B) the Parties continue to make payments under the Swap Custodial Agreement consistent with Section 17.5(f) hereof, the Swap Replacement Period will end on the last day of the Month in which the 120th day following (1) the commencement of the Swap Replacement Period if Base Quantities are above zero MWhs upon the commencement of such period or otherwise (2) any date on which Base Quantities are increased above zero MWhs; and (iv) if Buyer or Seller delivers a [Reset Termination Exercise Notice] or [Optional Termination Notice] (as each term is defined in the Buyer Swap and the Seller Swap), then the Swap Replacement Period shall be the notice period specified under the applicable Buyer Swap or Seller Swap.
(e) If during a Swap Replacement Period Seller:
(i) presents to Buyer a proposed alternate Swap Counterparty, (ii) requests in writing that Buyer enter into a replacement swap with such alternate Swap Counterparty, and
(iii) agrees to pay Buyer’s reasonable expenses in connection therewith, then, to the extent permitted by the Buyer Swap and the Trust Indenture and as requested by Seller, Buyer shall: (A) enter into a master agreement with such alternate Swap Counterparty and (B) either (1) terminate the Buyer Swap when permitted thereby and enter into a replacement transaction under such new master agreement to the same effect as the terminated Buyer Swap, or (2) cause such Buyer Swap to be novated to such replacement Swap Counterparty. (f) If a Seller Swap terminates or is no longer in effect and a Prepay LLC Payments Period (as defined in the Seller Swap Custodial Agreement) is in effect, then, during such Prepay LLC Payments Period, Seller in connection with the delivery of Product hereunder 43 shall comply with the terms of the applicable Seller Swap Custodial Agreement and make all payments as and when required under such Seller Swap Custodial Agreement. If a Buyer Swap terminates or is no longer in effect and an Issuer Payments Period (as defined in the Buyer Swap Custodial Agreement) is in effect, then, during such Issuer Payments Period, Buyer in connection with the delivery of Product hereunder shall comply with the terms of the applicable Buyer Swap Custodial Agreement and make all payments as and when required under such Buyer Swap Custodial Agreement. The Parties agree that during any Prepay LLC Payments Period and during any Issuer Payments Period, Seller shall act as calculation agent under an applicable Seller Swap Custodial Agreement or an applicable Buyer Swap Custodial Agreement with respect to any terminated Seller Swap or Buyer Swap. Seller agrees not to permit any amendment or other modification to a Seller Swap Custodial Agreement that could adversely affect the right of Buyer to receive payments pursuant such Seller Swap Custodial Agreement. Buyer agrees not to permit any amendment or other modification to a Buyer Swap Custodial Agreement that could adversely affect the right of Seller to receive payments pursuant to such Buyer Swap Custodial Agreement.

Section 17.6 Present Assignment and Waiver of Right to Swap Termination Payments.
(a) Assignment of Seller MTM Payment. The Parties hereto acknowledge that (i) the terms of the Buyer Swap do not entitle Buyer to any payments in respect of any termination of the Buyer Swap other than for Unpaid Amounts (as therein defined), (ii) the terms of the Seller Swap do not entitle the Swap Counterparty to any payments in respect of any termination of a Seller Swap other than in respect of Unpaid Amounts (as defined therein), and (iii) pursuant to the terms of the Buyer Swap, the Swap Counterparty have assigned to Buyer all rights to any payments and rights to receive payments that such Swap Counterparty receives or becomes entitled to receive in the future arising as a result of or otherwise in respect of any early termination of a Seller Swap, excluding only any right for the Swap Counterparty to receive Unpaid Amounts (as defined therein) (any such payment under clause (iii), excluding any such Unpaid Amounts, a “Seller Swap MTM Payment”). As additional consideration hereunder, Buyer hereby transfers and assigns to Seller all of Buyer’s right, title, and interest to all payments and rights to receive payments, if any, that Buyer receives or becomes entitled to receive in the future arising as a result of or otherwise in respect of a Seller Swap MTM Payment. Buyer agrees that it will not take any steps to enforce any right to receive any payments that it has assigned to Seller pursuant to this Section 17.6(a). (b) Assignment of Swap Counterparty MTM Payment. The Parties further acknowledge that the terms of the Seller Swap do not entitle Seller to any payments in respect of any termination of a Seller Swap other than for Unpaid Amounts (as defined therein). Nonetheless, Seller hereby presently transfers and assigns to Buyer all of Seller’s right, title and interest to any payments and rights to receive payments that Seller receives or becomes entitled to receive in the future arising as a result of or otherwise in respect of any early termination of a Seller Swap, excluding only any right for Seller to receive Unpaid Amounts thereunder.

Section 17.7 Limitation on Damages. THE PARTIES CONFIRM THAT THE

EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY

PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

HEREIN PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE 44 THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE

LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL BE

LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT

DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY

STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN

IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD

TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION

THE NEGLIGENCE OF EITHER PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES

REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT,

AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. IN DETERMINING THE APPROPRIATE MEASURE OF

DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE

THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS

IN PRODUCT PRICES, THE ABILITY AND INTENTION OF THE PARTIES TO HEDGE

SUCH FLUCTUATIONS, THE BARGAINED-FOR ALLOCATION OF RISK, THE

KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE PARTIES, THE ARM’S-LENGTH NATURE OF THE NEGOTIATIONS, THE SPECIAL

CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX

TREATMENT OF THE TRANSACTION BY THE PARTIES, AND THE ENTERING INTO OF

OTHER TRANSACTIONS IN RELIANCE ON THE ENFORCEABILITY OF THE LIQUIDATED DAMAGES PROVISIONS CONTAINED HEREIN.

ARTICLE XVIII.

MISCELLANEOUS
Section 18.1 Indemnification Procedure. With respect to each indemnification included in this Agreement, the indemnity is given to the fullest extent permitted by applicable Law and the following provisions shall be applicable. The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim and the indemnifying Party shall have the right to assume its investigation and defense, including employment of counsel, and shall be obligated to pay related court costs, attorneys’ fees and experts’ fees and to post any related appeals bonds; provided, however, that the indemnified Party shall have the right to employ at its expense separate counsel and participate in the defense of any Claim. The indemnifying Party shall not be liable for any settlement of a Claim without its express written consent thereto. In order to prevent double recovery, the indemnified Party shall reimburse the indemnifying Party for payments or costs incurred in respect of an indemnity with the proceeds of any judgment, insurance, bond, surety or other recovery made by the indemnified Party with respect to a covered event.

Section 18.2 Deliveries. No later than delivery of the Prepayment, Buyer will deliver to Seller a copy of the Trust Indenture. The following documents shall be executed and 45 delivered by the Parties contemporaneously with the execution of this Agreement (unless otherwise specified):
(a) by Seller no later than the date of issuance of the Bonds, the Funding Agreement;
(b) by Buyer, a certificate of the Secretary or Assistant Secretary of Buyer setting forth (i) the resolutions of its governing body with respect to the authorization of Buyer to execute and deliver this Agreement, the Trust Indenture and the Clean Energy Purchase Contract, (ii) the appropriate individuals who are authorized to sign such agreements, (iii) specimen signatures of such authorized individuals, and (iv) the organization documents of Buyer, certified as being true and complete;
(c) by Seller, evidence reasonably satisfactory to Buyer of (i) Seller’s authority to execute and deliver this Agreement and (ii) the appropriate individuals who are authorized to sign this Agreement; and
(d) by Buyer, on or prior to the Execution Date a valid sales tax exemption certificate and any other required exemption or resale certificate in jurisdictions where sales of Product occur under this Agreement to the extent such a certificate is necessary under applicable law for exemption from any relevant state taxes that may be levied against the Parties in relation to the transactions under, or pursuant, to this Agreement.

Section 18.3 Entirety; Amendments. This Agreement, the Pricing Agreement and the Re-Pricing Agreement, including the exhibits and attachments hereto and thereto and the Seller Tariff, constitute the entire agreement between the Parties and supersede all prior discussions and agreements between the Parties with respect to the subject matter hereof. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those expressed herein (including the Exhibits hereto) and the Re-Pricing Agreement.

Except for any matters that, in accordance with the express provisions of this Agreement, may be resolved by oral agreement between the Parties, no amendment, modification, supplement, or change hereto shall be enforceable unless reduced to writing and executed by both Parties.

Section 18.4 Governing Law. THIS AGREEMENT AND THE RIGHTS AND

DUTIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF

THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD DIRECT THE APPLICATION OF ANOTHER JURISDICTION’S LAW; PROVIDED, HOWEVER, THAT THE AUTHORITY OF BUYER TO ENTER INTO

AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

Section 18.5 Non-Waiver. No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is in writing and signed by the Party against whom such waiver is claimed. No waiver of any breach or breaches shall be deemed a waiver of any other subsequent breach.
46 Section 18.6 Severability. If any provision of this Agreement, or the application thereof, shall for any reason be invalid or unenforceable, then to the extent of such invalidity or unenforceability, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the maximum extent permissible under applicable Law, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to either Party.

Section 18.7 Exhibits. Any and all Exhibits referenced in this Agreement are hereby incorporated herein by reference and shall be deemed to be an integral part hereof.

Section 18.8 Winding Up Arrangements. All indemnity and confidentiality obligations, audit rights, and other provisions specifically providing for survival shall survive the expiration or termination of this Agreement. The expiration or termination of this Agreement shall not relieve either Party of (a) any unfulfilled obligation or undischarged liability of such Party on the date of such termination or (b) the consequences of any breach or default of any warranty or covenant contained in this Agreement. All obligations and liabilities described in the preceding sentence of this Section 18.8, and applicable provisions of this Agreement creating or relating to such obligations and liabilities, shall survive such expiration or termination.

Section 18.9 Relationships of Parties; Beneficiaries. The Parties shall not be deemed to be in a relationship of partners or joint venturers by virtue of this Agreement, nor shall either Party be an agent, representative, trustee or fiduciary of the other, except that Seller shall act on behalf of Buyer in remarketing Product pursuant to Exhibit C. Neither Party shall have any authority to bind the other to any agreement. This Agreement is intended to secure and provide for the services of each Party as an independent contractor. Except as provided in Section 18.14 with respect to the Trustee, this Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement).

Section 18.10 Immunity. Buyer represents and covenants to and agrees with Seller that it is not entitled to and shall not assert the defense of sovereign immunity with respect to its obligations or any Claims under this Agreement.

Section 18.11 Rates and Indices.
(a) Commodity Reference Prices.
(i) Price Replacement Process for Delayed Publication. If a Commodity Reference Price is not expected to be available for any period (or portion thereof) for any calculation that is required hereunder or under the Buyer Swap or the Seller Swap prior to a relevant calculation being made under any of them, then, upon notice from either Party, the Parties shall promptly endeavor to agree on an alternative source for determination of such Commodity Reference Price for the applicable periods. If such agreement is not reached by the Parties within three Business Days, the Parties shall request quotations for the applicable Commodity Reference Price from four recognized dealers in the electric energy (two selected by each Party) for the period that such Commodity Reference Price is expected to be unavailable. If four quotations are provided as requested, 47 the applicable Commodity Reference Price for the applicable days shall be the arithmetic mean of the quotations provided by each recognized dealer after disregarding the quotations having the highest and lowest values. If exactly three quotations are provided, the applicable Commodity Reference Price for the applicable days shall be the quotation provided by the relevant dealer that remains after disregarding the quotations having the highest and lowest values. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. (ii) Price Replacement Process for Non-Published Index. If a Commodity Reference Price is not available because it has permanently ceased to be published, then the Parties shall promptly endeavor to agree on an alternative source for determination of such Commodity Reference Price. If such agreement is not reached by the Parties within three Business Days, then the replacement Commodity Reference Price shall be selected by Seller, acting reasonably.
(b) Corrections. If a value published for any rate or index used or to be used in this Agreement is subsequently corrected and the correction is published or announced by the Person responsible for that publication or announcement within 30 Days after the original publication or announcement, either Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than 30 Days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount shall, not later than three Business Days after the effectiveness of that notice, pay, subject to any other applicable provisions of this Agreement, to the other Party that amount, together with interest on that amount at the Default Rate for the period from and including the day on which a payment originally was (or was not) made to but excluding the Day of payment of the refund or payment resulting from that correction.

Section 18.13 Counterparts. This Agreement may be executed and acknowledged in multiple counterparts and by the Parties in separate counterparts, each of which shall be an original and all of which shall be and constitute one and the same instrument. 48 Section 18.14 Rights of Trustee. Pursuant to the terms of the Trust Indenture, Buyer has irrevocably appointed the Trustee as its agent to issue notices (including Remarketing Notices) and as directed under the Trust Indenture, to take any other actions that Buyer is required or permitted to take under this Agreement. Seller may rely on notices or other actions taken by Buyer or the Trustee and Seller has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Buyer.

Section 18.20 Rate Changes.
49 (a) Standard of Review. Absent the agreement of the Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in Section 18.20(b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008). (b) Waiver. In addition, and notwithstanding Section 18.20(a), to the fullest extent permitted by applicable Law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Section 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable Law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable Law or market conditions that may occur. In the event it were to be determined that applicable Law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this Section 18.20(b) shall not apply, provided that, consistent with Section

18.20(a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in Section

18.20(a).

CALIFORNIA COMMUNITY CHOICE

ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]
B-1

EXHIBIT B

EXHIBIT C

The following terms, when used in this Exhibit C and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires.

MRSP = RRPP – (RRPP x (RRA/CLB))
Where:

MRSP = The Minimum Remarketing Sales Price for such MWh of Base Product and Hour
RRPP = The Remediation Remarketing Purchase Price for one MWh of Base Product and Hour
RRA = The balance of the Remarketing Reserve Fund at such time C-2
CLB = The combined cash balance of the Non-Private Business Sales Ledger and the Private Business Sales Ledger at such time “Municipal Utility” means any Person that (i) is a “governmental person” as defined in Treasury Regulations Section 1.141-1(b), and (ii) owns either or both a Base Product distribution utility or an electric distribution utility (or provides Product or natural gas at wholesale to entities described in clause (i) that own such utilities).
“Non-Private Business Sale” means a sale (other than a Qualified Sale) of Base Product to a “governmental person” as defined in Treasury Regulation Section 1.141-1(b) that in each case agrees in writing to not use any part of such Base Product for a Private Business Use. [“Non-Private Business Remarketing Proceeds” means all proceeds received by Buyer under Section 5(c) of this Exhibit C from the Remarketing Entity’s remarketing of Base Product in any Non-Private Business Sale.]
“Non-Private Business Sales Ledger” has the meaning specified in Section 7(a)(i) of this Exhibit C.
“Non-Qualifying Remarketing Limit” means a quantity of Product, in MWhs, equal to 10% of the total quantity of Base Product set forth in Exhibit A-1 to be delivered hereunder, as such Non-Qualifying Remarketing Limit may be increased from time to time upon receipt by Buyer and Seller of a Tax Opinion setting forth a higher Non-Qualifying Remarketing Limit. “Private Business Remarketing Limit” means a quantity of Product, in MWhs, equal to (a) $15,000,000, divided by (b) the Specified Fixed Price, as such Private Business Remarketing Limit may be increased from time to time upon receipt by Buyer and Seller of a Tax Opinion setting forth a higher Private Business Remarketing Limit. “Private Business Remarketing Proceeds” means all proceeds received by Buyer under Section 5(d) of this Exhibit C in connection with the Remarketing Entity’s remarketing of Base Product in any Private Business Sale (including the purchase of such Base Product by the Remarketing Entity for its own account).
“Private Business Sale” means any sale of Base Product other than in a Non-Private Business Sale or a Qualified Sale.
“Private Business Sales Ledger” has the meaning specified in Section 7(a)(ii) of this Exhibit C.
“Private Business Use” has the meaning ascribed to such term in Section 141 of the Code. “Qualified Sale” means any sale of Product or natural gas:
(x) to a Municipal Utility that agrees in writing (i) to use all of such Product or natural gas for a Qualifying Use that is not a Private Business Use and (ii) not to count any purchase of such Product or natural gas towards any remediation obligations such Municipal Utility may have C-3
with respect to proceeds received from the sale of property purchased with tax-exempt financing proceeds other than the Bonds; or
(y) that would not (i) cause interest on the Bonds to be included, or increase the risk of interest on the Bonds being included, in gross income for purposes of federal income taxation under applicable Law at the time of such sale, or (ii) count towards any limit under applicable Law at the time of such sale, beyond which limit interest on the Bonds would become included in gross income for purposes of federal income taxation after the passage of time and lack of any remediation.
“Qualifying Use” with respect to Product or natural gas has the meaning ascribed to such term in Treasury Regulations Section 1.148-1(e)(2)(iii)(A)(2) or (B)(2), as applicable. “Remarketing Fee” has the meaning specified in the Pricing Agreement. “Remarketing Notice” means either a Daily Remarketing Notice or a Monthly Remarketing Notice, but shall not include a Deemed Remarketing Notice. “Remarketing Reserve Fund” means an account established under the Trust Indenture into which Buyer shall deposit the amounts specified in Section 5(e) of this Exhibit C. “Remediation Remarketing” means the remarketing of Product or natural gas in Qualified Sales by either of Buyer or the Remarketing Entity pursuant to Section 8 of this Exhibit C in an effort to reduce to zero any Ledger Entry balances in either the Non-Private Business Sales Ledger or the Private Business Sales Ledger.
“Remediation Remarketing Purchase Price” has the meaning specified in Section 8(a)(ii)(B) of this Exhibit C.
“Tax Opinion” means an Opinion of Bond Counsel (as defined in the Trust Indenture) to the effect that an action proposed to be taken or an event is not prohibited by the Trust Indenture or the Laws of the United States and will not adversely affect the exclusion from gross income for U.S. federal income tax purposes of interest on any Bonds the interest on which is intended to be excluded from such gross income under Section 103(a) of the Code. “Treasury Regulations” means the U.S. Treasury Regulations under the Code.

Section 3. Remarketing Notice.
(a) Generally. To request remarketing under this Exhibit C, Buyer or the Project Participant must issue a Remarketing Notice substantially in the form attached as Attachment 2 of Exhibit G to the Agreement, which Remarketing Notice must state the portion of C-4
the applicable Quantity to be remarketed in each Hour in each Day from each relevant Delivery Point.
(b) Monthly Remarketing Notice. Buyer or the Project Participant may designate a Remarketing Notice as a “Monthly Remarketing Notice” if the Remarketing Notice is delivered to the Remarketing Entity not later than three Business Days prior to the start of the first Month in which it applies, and applies to a period of one Month or more; provided furthermore that, in the event Seller is obligated to remarket Base Quantities under Section 3.2 of the Agreement, Buyer shall be deemed to have delivered a Monthly Remarketing Notice with respect thereto.
(c) Daily Remarketing Notice. Buyer or the Project Participant may designate a Remarketing Notice as a “Daily Remarketing Notice” if the Remarketing Notice is delivered to the Remarketing Entity not later than three Business Days prior to the start of the first Day in which it applies.
(d) Deemed Remarketing Notice. Any other notice to remarket Base Product given by Buyer (or deemed to be given by Buyer pursuant to Section 4.2 of the Agreement) will be a “Deemed Remarketing Notice.”
Section 4. Remarketing Entity’s Remarketing Obligations Generally. (a) Sales for Buyer’s Account. All Base Product remarketed by the Remarketing Entity pursuant to this Exhibit C shall be for the benefit of Buyer, meaning all remarketed Base Product shall first be sold by the Remarketing Entity to Buyer and then resold by or for the account of Buyer pursuant to the terms and provisions of this Exhibit C. (b) Limitation on Seller Duties. The Remarketing Entity may act directly as principal to the remarketing buyer, or may cause a supplier to the Remarketing Entity to act directly as principal to the remarketing buyer. Neither the Remarketing Entity nor any Person acting on the Remarketing Entity’s behalf shall owe any fiduciary duties to Buyer with respect to the remarketing of any Base Product. Buyer acknowledges and agrees that the Remarketing Entity or a Person acting on the Remarketing Entity’s behalf in remarketing Base Product may have other supplies of Base Product available to sell to potential remarketing buyers, and Base Product designated for remarketing shall not be entitled to any preference over any such other supplies of Base Product.
(c) Monthly Records. The Remarketing Entity shall prepare, maintain and provide monthly to Buyer and Seller accurate and complete records showing (i) the identity of each purchaser in a Qualified Sale, a Non-Private Business Sale, or a Private Business Sale undertaken by the Remarketing Entity on Buyer’s behalf, (ii) the aggregate amount of Base Product remarketed under this Agreement in Qualified Sales, (iii) the aggregate amount of Base Product remarketed under this Agreement in Non-Private Business Sales, and (iv) the aggregate amount of Base Product remarketed under this Agreement in Private Business Sales.

Notwithstanding the foregoing or anything to the contrary herein, in the event that either Party (x) reasonably determines that interest on the Bonds is not excluded from gross income for federal income tax purposes due to a change in Law, (y) receives an opinion of counsel to such effect C-5
(provided that such opinion of counsel shall be rendered by counsel of nationally recognized standing in matters pertaining to the tax exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States) and (z) notifies the other Party of such determination (which notice shall include a copy of the opinion of counsel referenced in clause (y)), then (I) the terms of this Exhibit C regarding the remediation obligations of the Parties shall cease to apply and shall be of no further force and effect, and (II) Seller shall no longer maintain the records described in the immediately preceding sentence and shall not record Ledger Entries or otherwise maintain the ledgers described in Section 7(a) and Section 9(a) of this Exhibit C.
(d) Remission of Sales Proceeds. Any amounts due to Buyer for Base Product remarketed by the Remarketing Entity or purchased by the Remarketing Entity under this Exhibit C shall be remitted to Buyer pursuant to Section 14.2 of the Agreement in the Month following the Month in which such Base Product is remarketed or purchased, as applicable.

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(ii) For any Base Product specified in a Daily Remarketing Notice that the Remarketing Entity remarkets in a Qualified Sale or Non-Private Business Sale, Seller shall pay to Buyer the actual proceeds of such remarketing received by the Remarketing Entity, less the Remarketing Fee per MWh sold, provided that the aggregate amount paid by Seller under this clause (ii) for any quantity of Base Product remarketed shall not be less than the result of (x) the quantity so remarketed multiplied by (y) the product of the Real-Time Market Price(s) for the relevant Hour(s) multiplied by the applicable [Monthly Discount Percentage] (as defined in the Clean Energy Purchase Contract) with respect to any Base Product specified in a Daily Remarketing Notice. (iii) In the event the payment due date under a Qualified Sale or Non-Private Business Sale has not yet occurred prior to the date upon which payment is due under this Agreement for the applicable Month, the Parties shall nonetheless issue statements as if the full amount from such Qualified Sale or Non-Private Business Sale had been paid and, if such full payment is not received prior to the next monthly due date under this Agreement, the Parties shall issue the appropriate statements to reflect the actual proceeds received and true-up any difference.
(d) Proceeds from Private Business Sales.
(i) For any Base Product specified for any Hour of any Day in a Monthly Remarketing Notice that is not remarketed in a Qualified Sale or Non-Private Business Sale, Seller shall pay to Buyer the positive result determined by the following formula with respect to each Delivery Point to which such Monthly Remarketing Notice applied, provided that the aggregate amount paid by Seller under this clause (i) for any Month shall not be less than the aggregate quantity so remarketed during such Month multiplied by the Net Participant Price:

P = Q x (DAMP – RF)
Where:

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P = Q x (RTMP – RF)
Where:

P = Q x (SP – RF– AF)
Where:

P = The amount payable by Seller under this Section 6 for such Delivery Point and Hour
Q = The quantity of such Base Product remarketed with respect to such Delivery Point and Hour
SP = The price at which the Remarketing Entity, acting in a Commercially Reasonable manner, resells for delivery in such Hour at such Delivery Point any Base Product not then and there received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by the Remarketing Entity in reselling such Base Product and (ii) additional transmission charges, if any, reasonably incurred by the Remarketing Entity in delivering such Base Product to the third party purchasers, or at the Remarketing Entity’s option, the market price for such Hour at the Delivery Point for such Product not received as determined by the Remarketing Entity in a Commercially Reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall the Remarketing Entity be required to utilize or change its utilization of its owned or C-8
controlled assets, including contractual assets, or market positions to minimize Buyer’s liability. For purposes of the foregoing, the Remarketing Entity shall be considered to have resold such Base Product to the extent the Remarketing Entity shall have entered into one or more arrangements in a Commercially Reasonable manner whereby the Remarketing Entity repurchases its obligation to purchase and receive the Base Product from another party in such Hour at such Delivery Point
RF = The Remarketing Fee
AF = Either (i) to the extent such Deemed Remarketing Notice results from Buyer’s failure to Schedule pursuant to Section 4.2 of the Agreement, the Administrative Fee, or (ii) zero.

7.6(c) of a Clean Energy Purchase Contract to be deposited into the Debt Service Account (as defined in the Trust Indenture).
(e) Remarketing of and Remediation with Storage Products. For any remarketing proceeds relating to Assigned Products measured in kW-month, the Parties acknowledge and agree that such proceeds shall be recorded in the applicable ledgers on a MWh basis calculated as the result of (i) the total dollar proceeds of any such remarketing divided by (ii) (x) $[____] for Assigned Products during the Initial Assignment Periods and (y) $[____] 1 for Assigned Products outside of the Initial Assignment Periods. Any Remarketing Fee relating thereto shall be calculated on a per MWh basis consistent with the result of the conversion to MWhs pursuant to the preceding sentence.

Section 8. Remediation Remarketing.
(a) Remarketing. At any time that the Ledger Entry balance of either the Non-Private Business Sales Ledger or the Private Business Sales Ledger is greater than zero:
(i) Buyer shall exercise or shall cause the Project Participant to exercise Commercially Reasonable Efforts to utilize the proceeds represented by the dollar balances of such Ledger Entries to purchase Product for resale in Qualified Sales and shall promptly notify the Remarketing Entity following such purchase and sale. Additionally, Seller and Buyer acknowledge and agree that any purchases of Assigned PAYGO Products by the Project Participant shall be applied to the reduction of any such Ledger Entries. (ii) The Remarketing Entity shall exercise Commercially Reasonable Efforts to locate opportunities for Buyer to purchase Product to sell in Qualified Sales to remediate the proceeds represented by the dollar balances of the Ledger Entries. In this regard, if the Remarketing Entity locates a Remediation Remarketing opportunity, then (A) the Remarketing Entity shall notify Buyer of such
opportunity;
(B) Buyer shall, upon receipt of such notice, purchase Product from the Remarketing Entity at a price determined by the Remarketing Entity in a Commercially Reasonable manner based upon applicable market prices at the location where the remarketing opportunity sale will occur (the “Remediation Remarketing Purchase Price”);
(C) the Remarketing Entity shall remarket such Product on Buyer’s behalf in a Qualified Sale;
(D) Seller shall remit to Buyer the proceeds collected by the Remarketing Entity from such Qualified Sale, but in no event shall Seller remit less than the Minimum Remarketing Sales Price for the remarketing transaction; provided, however, that to the extent Seller does not receive the Remediation Remarketing Purchase Price from Buyer prior to the Remediation Remarketing 1 NTD: To list the applicable Fixed Prices under the Buyer Swap as determined at pricing.

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described herein, Seller shall credit the proceeds collected by the Remarketing Entity from such remarketing sale against the Remediation Remarketing Purchase Price owed to Seller, and Seller shall be reimbursed from the Remarketing Reserve Fund to the extent necessary to make the Remarketing Entity whole for such Qualified Sale; and
(E) the Remarketing Entity shall issue to Buyer a confirmation notice (including the dollar price and MWhs) of each purchase of Product by or on behalf of Buyer, and each sale of Product on Buyer’s behalf, under this Section 8(a)(ii), and amounts due from or to Buyer shall be separately stated on the Billing Statement for the Month in which such remarketing transactions occur.

For the avoidance of doubt, the Remarketing Entity shall not sell, nor shall it be required to sell, Product to Buyer for a Remediation Remarketing if such Product is to be remarketed by the Remarketing Entity on behalf of Buyer for less than the Minimum Remarketing Sales Price. (b) Indemnification of Buyer. Unless the terms of a Remediation Remarketing undertaken by the Remarketing Entity on Buyer’s behalf are specifically assumed by Buyer, Seller shall indemnify Buyer for any costs or liabilities associated with such Remediation Remarketing (other than costs related to the price at which such Product is sold and the risk of collecting the sale proceeds from the remarketing buyer), including, without limitation, any cover or replacement costs; termination payments; fees, penalties, costs or charges (in cash or in kind) assessed by any Transmission Provider for failure to satisfy its balance or nomination requirements; Claims for breach of warranty; taxes, fees, levies, penalties, licenses or charges imposed by any Government Agency; and Claims from personal injury or property damages. (c) Electric Energy Remediation Debits. The total purchase price of any Product purchased by Buyer or the Remarketing Entity pursuant to Section 8(a) of this Exhibit C will be entered by the Remarketing Entity as a dollar debit on (i) first, the Private Business Sales Ledger, if and to the extent such ledger has a positive balance and such Product is remarketed in a Qualified Sale and (ii) second, on the Non-Private Business Sales Ledger, if and to the extent such ledger has a positive balance, the Private Business Sales Ledger has a zero balance, and such Product is remarketed in a Qualified Sale, with such debit in the case of (i) or (ii) dated as of the last day of the Month in which such Product was purchased. Each dollar debit shall offset and reverse an equal amount of the dollar credits to such ledger (that have not previously been transferred to the Expired Non-Private Business Sales Ledger or the Expired Private Business Sales Ledger) in the order in which they were made (beginning with the oldest credit not previously offset and reversed by any prior debit). Whenever a debit is made to the dollar balance of the Ledger Entries of either such ledger, the Remarketing Entity shall also debit the Product balance of the Ledger Entries of such ledger based on (i) such dollar debit divided by (ii) an average Product price calculated from the net Ledger Entry then present on the relevant ledger being debited. For the avoidance of doubt, neither the Non-Private Business Sales Ledger nor the Private Business Sales Ledger shall ever have a negative balance, and the same purchase transaction shall not result in a debit to more than one ledger except to the extent that a debit for the transaction causes one ledger to have a zero balance and the remaining portion of the permitted debit is made to the other ledger. To the extent any Product sold in a remediation sale is measured in kW-mo, C-11
such sales shall be converted to MWh for the purpose of entering credits to the applicable ledger consistent with the formula set forth in Section 7(e) above. (d) Natural Gas Remediation. In addition to the ability of the Remarketing Entity or Buyer to engage in Remediation Remarketing to reduce the balances of any Ledger Entries through Qualified Sales of Product, the proceeds represented by the dollar balances of such Ledger Entries may also be remediated through the purchase of natural gas that will be remarketed in Qualified Sales. If the Remarketing Entity locates an opportunity for Buyer to purchase natural gas for a Remediation Remarketing, the provisions of Section 8(a)(ii) of this Exhibit C shall apply to such opportunity with the following modifications: (i) every occurrence of the term “Product” shall be replaced with “natural gas” and (ii) the definition of Minimum Remarketing Sales Price shall be revised to replace every occurrence of “MWh of Product” with “MMBtu of natural gas.” For the purposes of entering MWh debits to the Ledger Entries in accordance with Section 8(c) of this Exhibit C for any Remediation Remarketing of natural gas, a quantity of MMBtus will be debited based on (i) the total proceeds paid for such natural gas divided by (ii) an average Product price calculated from the net Ledger Entry then present on the relevant ledger being debited. (e) Other Remediation Debits. In the event that (i) the Project Participant remediates the proceeds represented by the dollar balances of the Ledger Entries pursuant to Section 7.5 of the Clean Energy Purchase Contract or (ii) Bonds are redeemed pursuant to the provisions of Section 7.6(c) of the Clean Energy Purchase Contract and Section 4.01(b) of the Trust Indenture, the corresponding Ledger Entries then present on any ledger shall be debited.

Section 9. Ledger Event.
(a) Expired Entry Ledgers. In addition to the Non-Private Business Sales Ledger and the Private Business Sales Ledger described in Sections 7(a)(i) and 7(a)(ii) of this Exhibit C, above, Seller shall also maintain an “Expired Non-Private Business Sales Ledger” and an “Expired Private Business Sales Ledger”. Whenever a credit to the dollar balance of the Ledger Entries of the Non-Private Business Sales Ledger has not been reversed in full within two years of the date of such credit by an offsetting dollar debit in accordance with such Section 8(c) or Section 8(d) of this Exhibit C, then Seller shall (i) debit the remaining portion of such dollar credit and the Product balance of the Ledger Entries in the manner described in the penultimate sentence of Section 8(c) and (ii) record such debits as credits to the Expired Non-Private Business Sales Ledger. Similarly, whenever a credit to the dollar balance of the Ledger Entries of the Private Business Sales Ledger has not been reversed in full within two years of the date of such credit by an offsetting dollar debit in accordance with Section 8(c) or Section 8(d) of this Exhibit C, then Seller shall (i) debit the remaining portion of such dollar credit and the Product balance of the Ledger Entries in the manner described in the penultimate sentence of such Section 8(c) and (ii) record such debits as credits to the Expired Private Business Sales Ledger. (b) Reports to Buyer.
(i) No later than the tenth day of each Month, the Remarketing Entity shall provide to Buyer copies of the Non-Private Business Sales Ledger, the Private Business Sales Ledger, the Expired Non-Private Business Sales Ledger and the Expired Private Business Sales Ledger showing all credits and debits to each such ledger since the C-12
Execution Date, in each case if a credit has been recorded in such ledger since the Execution Date.
(ii) Additionally, if at any time (i) the credits to the dollar balance of the Ledger Entries of a Non-Private Business Sales Ledger or a Private Business Sales Ledger have not been reversed within twenty-two (22) Months of being recorded and (ii) the continued failure to reverse such credits within two years of being recorded would result in a Ledger Event (under Section 9(c) below), then Seller no later than the tenth (10th) day of the 22nd Month following the entry of such credits shall provide notice to Buyer of the potential for the occurrence of a Ledger Event and request that Buyer consult with Special Tax Counsel regarding (A) a partial redemption of the Bonds as a remedial action with respect to such potential Ledger Event and (B) the possibility of delivery of a Tax Opinion if such a Ledger Event occurs.
(c) Ledger Event. A “Ledger Event” shall occur if, at any time, either (i) (A) the sum of all MWh credits on an Expired Non-Private Business Sales Ledger and the corresponding Expired Private Business Sales Ledger exceeds (B) the Non-Qualifying Remarketing Limit, or (ii) (A) the sum of all MWh credits on an Expired Private Business Sales Ledger exceeds (B) the Private Business Remarketing Limit, unless Buyer has obtained a Tax Opinion with respect to either (I) such event or (II) any remedial action that may have been taken with respect to the Bonds.
(d) Sole Remedies. The occurrence of a Ledger Event and any remedies associated therewith in Article XVII of the Agreement shall be Buyer’s sole and exclusive remedies with respect to any inability by the Remarketing Entity to purchase and remarket Product for Buyer pursuant to, or any breach by the Remarketing Entity of its obligations under, this Exhibit C.

Section 11. Buyer Right to Request to Purchase Remarketed Product. Notwithstanding any other provision of this Exhibit C, Buyer may request in a Remarketing Notice delivered to Seller that Buyer be the remarketing buyer of the quantities of Product described in such Remarketing Notice, in which case Seller will sell such remarketed Product to Buyer at a price, at Delivery Point(s) and on date(s) to be mutually agreed (but the price shall in no event be less than the Net Participant Price) by the Parties, provided that Seller shall be obligated to remarket such Product to Buyer only if all of the following conditions are satisfied:
(i) Buyer is not in default under any Transaction Document; C-13
(ii) Buyer has certified to Seller in the Remarketing Notice that the condition in clause (a) above is true;
(iii) Buyer has provided such adequate assurances of Buyer’s performance, if any, as may have been reasonably requested by Seller; (iv) there is a master agreement in effect between Buyer and Seller that will govern the remarketing transaction between Buyer and Seller; and (v) Buyer covenants to resell the Product only in Qualified Sales.

D-1

EXHIBIT D

RESERVED
E-1

EXHIBIT E

RECEIVABLES PURCHASE EXHIBIT
[To be attached.]
F-1

EXHIBIT F

RESERVED
G-1

EXHIBIT G

1. ADDITIONAL DEFINED TERMS
In addition to the terms defined in Article I of this Agreement, the following terms used in this Communications Protocol shall have the following meanings:
“Agreement” means (i) when this Communications Protocol is attached to the Master Power Supply Agreement, the Master Power Supply Agreement and (ii) when this Communications Protocol is attached to the Clean Energy Purchase Contract, the Clean Energy Purchase Contract.
“Clean Energy Purchase Contract” means that certain Clean Energy Purchase Contract (No. 2), dated as of [____], 2026 by and between Issuer and Project Participant. “Delivery Scheduling Entity” means the Delivering Entity or a Person designated by the Delivering Entity, as set forth in Attachment 4 hereto or in a subsequent written notice to Issuer and the Project Participant.
“Issuer” means California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended).
“Master Power Supply Agreement” means that certain Master Power Supply Agreement (No. 2), dated as of [____], 2026 by and between Prepay LLC and Issuer that is specified as relating to the Clean Energy Purchase Contract with Project Participant. “Operational Nomination” has the meaning specified in Section 4.1.1. “Prepay LLC” means Aron Energy Prepay 66 LLC, a Delaware limited liability company. “Project Participant” means Pioneer Community Energy, a public agency formed under the provisions of the Joint Exercise of Powers Act of the State of California, Government Code Section 6500 et seq.
“Receipt Scheduling Entity” for any Delivery Point means the Project Participant, unless the Clean Energy Purchase Contract has been suspended or terminated, in which case the Receipt Scheduling Entity will be Issuer or a Person designated by Issuer for such Delivery Point in accordance with this Communications Protocol.

2.5 Amendment of Communications Protocol. No Relevant Party shall amend any provision of this Communications Protocol in a Relevant Contract without the consent of each other Relevant Party.

THE DELIVERING ENTITY

4.1 Communication of Operational Nomination Details.

If no changes to Base Quantities are so submitted, the Operational Nomination shall be deemed to nominate the full Base Quantities required to be delivered on a Day.

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4.2 Event-specific Communications.

Timothy Capuano
Sales and Trading
Telephone: (212) 357-2542
[email protected]
Delivering Entity Scheduling Personnel:

Email: [____]
Email: [____]
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Attachment 2
Remarketing Notice Form
Date: [_____________]
To: Delivering Entity Scheduling
From: Project Participant Scheduling
This notice is being delivered pursuant to that certain Master Power Supply Agreement (No. 2) (the “Master Power Supply Agreement”) dated as of [____], 2026 by and between Aron Energy Prepay 66 LLC (“Prepay LLC”) and California Community Choice Financing Authority (“Issuer”) and relates to the Clean Energy Purchase Contract (No. 2) (the “Clean Energy Purchase Contract”) dated as of [____], 2026 by and between Issuer and Pioneer Community Energy (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement.

Month(s) for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

Delivery Point (P/A, #) MWh/ Hour for each Hour in the Month  Daily Remarketing Notice:

Hours for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

Delivery Point (P/A, #) MWh/Hour
Submitted by Project Participant:

PIONEER COMMUNITY ENERGY
By: ________________________
Name:

Title:

G-9
Attachment 3
Designation of Alternate Delivery Points Form
This designation is delivered pursuant to that certain Master Power Supply Agreement (No. 2) (the “Master Power Supply Agreement”) dated as of [____], 2026 by and between Aron Energy Prepay 66 LLC (“Prepay LLC”) and California Community Choice Financing Authority (“Issuer”) and the Clean Energy Purchase Contract (No. 2) (the “Clean Energy Purchase Contract”) dated as of [____], 2026 by and between Issuer and Pioneer Community Energy (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and the Clean Energy Purchase Contract. [Project Participant and/or Issuer] hereby proposes the following Alternate Delivery Points for deliveries of Energy that would otherwise be made at the specified Primary Delivery Point:

ALTERNATE

DELIVERY POINT

PRIMARY

DELIVERY POINT

AFFECTED

COMMODITY

REFERENCE PRICE

PRICING POINT

ADDITIONAL

AGREED AND

ACCEPTED BY DELIVERING
ENTITY:
(if required)

AGREED TO AND ACCEPTED
BY PROJECT PARTICIPANT:
(if required)

AGREED TO AND ACCEPTED
BY ISSUER:

By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:

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Attachment 4
Designation of Scheduling Entities Form
This designation is being delivered pursuant to that certain Master Power Supply Agreement (No. 2) (the “Master Power Supply Agreement”) dated as of [____], 2026 by and between Aron Energy Prepay 66 LLC (“Prepay LLC”) and California Community Choice Financing Authority (“Issuer”) and relates to the Clean Energy Purchase Contract (No. 2) (the “Clean Energy Purchase Contract”) dated as of [____], 2026 by and between Issuer and Pioneer Community Energy (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and Clean Energy Purchase Contract. [If delivered by Project Participant:

Receipt Scheduling Entity:

Delivery Scheduling Entity:

RE-PRICING AGREEMENT
This RE-PRICING AGREEMENT (this “Agreement”) is made and entered into as of [____], 2026 by and between Aron Energy Prepay [__] LLC, a Delaware limited liability (“Prepay LLC”) and California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended) (the “Issuer”). Each of Prepay LLC and the Issuer is individually referred to as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meanings set forth in Section 1.

WHEREAS, the Issuer is issuing its Bonds pursuant to the Trust Indenture in order to provide funds to acquire the Power Supply from Prepay LLC pursuant to the Master Power Supply Agreements; and
WHEREAS, in connection with its acquisition of the Power Supply, the Issuer has entered into the Clean Energy Purchase Contracts with the Project Participant providing for the sale of the Power Supply by the Issuer to the Project Participant; and WHEREAS, the price payable by the Project Participant for the Power Supply includes a discount to the index or APC Contract Price, as applicable, set forth in the Clean Energy Purchase Contracts, which discount has been established for the Initial Reset Period therein and will be re-established for each subsequent Reset Period under the terms and conditions set forth herein; and
WHEREAS, under the terms of the Master Power Supply Agreements and Clean Energy Purchase Contracts, prior to each Reset Period after the Initial Reset Period, the Project Participant may elect to have the Power Supply remarketed if the Available Discount Percentage established for any portion of a Reset Period is less than the Minimum Discount Percentage specified therein;
NOW, THEREFORE, in consideration of the premises above and the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise required, capitalized terms used herein shall have the meanings set forth below, which shall be equally applicable to both the singular and plural forms of such terms.
“Additional Reduction Amount” has the meaning set forth in Exhibit A. “Available Discount Percentage” means, for each Reset Period, the final amount determined by the Calculation Agent as of the applicable Bond Pricing Date pursuant to Exhibit A, expressed as a percentage, which may not be less for any portion of the Reset Period than the lower of (i) the last Estimated Available Discount Percentage provided or updated by the Calculation Agent pursuant to Section 5(a) for such portion of the Reset Period, and (ii) the 2 highest Minimum Discount Percentage applicable to such portion of the Reset Period. The Available Discount Percentage may vary during different periods of time during a Reset Period. “Base Quantity” has the meaning set forth in the Master Power Supply Agreements. “Bond Closing Date” means the date on which the Bonds are issued pursuant to the Trust Indenture.
“Bond Pricing Date” means, for any Reset Period, the date of execution of the applicable bond remarketing agreement or bond purchase agreement.
“Bonds” means the [Series 2026X Bonds] issued pursuant to the Trust Indenture. “Business Day” has the meaning set forth in the Trust Indenture. “Calculation Agent” means Prepay LLC.
“Delivery Period” has the meaning set forth in the Master Power Supply Agreements. “Delivery Period Implied Rate” has the meaning set forth in Exhibit A. “Energy” has the meaning set forth in the Master Power Supply Agreements. “Estimated Available Discount Percentage” has the meaning set forth in Section 5(a). “Excess Amount” is the positive difference, if any, of the Prior Remaining Power Value less the New Remaining Delivery Cost.
“Fixed Rate” has the meaning set forth in Exhibit A.
“Funding Agreement” has the meaning set forth in the Master Power Supply Agreements. “Funding Recipient” has the meaning set forth in the Master Power Supply Agreements. “Initial Reset Period” means the period from [____] until the last day of the Month preceding the last Month of the Initial Interest Rate Period (as defined in the Trust Indenture). “Interest Rate Period” has the meaning set forth in the Trust Indenture. “Issuer” has the meaning set forth in the preamble.
“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Prepay LLC, dated as of [____], 2026.
“Master Power Supply Agreements” means the two Master Power Supply Agreements, dated as of [____], 2026, between Prepay LLC and Issuer, as the same may be amended or supplemented in accordance with its terms.
3 “Minimum Discount Percentage” has the meaning set forth in the Clean Energy Purchase Contracts.
“Monthly Discount Percentage” has the meaning set forth in Section 6(b). “New Remaining Delivery Cost” has the meaning set forth in Exhibit A. “New Reset Period” has the meaning set forth in Exhibit A. “Old Reset Period” has the meaning set forth in Exhibit A. “Outstanding” has the meaning set forth in the Trust Indenture. “Participant Notification Deadline Day” means, with respect to each Reset Period, the last day on which the Issuer is permitted to provide a notice of the Estimated Available Discount Percentage to the Project Participant under the Clean Energy Purchase Contracts. “Power Supply” means with respect to the Master Power Supply Agreements, the aggregate quantity of Energy to be delivered to the Issuer under the Master Power Supply Agreements.
“Prepay LLC” has the meaning set forth in the preamble. “Prior Remaining Power Value” has the meaning set forth in Exhibit A. “Project Participant” has the meaning set forth in the Trust Indenture. “Qualified Firm Offer” means, for any Reset Period after the Initial Reset Period, a binding offer from a Qualified Funding Recipient on the Bond Pricing Date for such Reset Period to provide a Funding Agreement that reflects (i) a Reset Period Implied Rate that is sufficient to achieve the Minimum Discount Percentage for such Reset Period, and (ii) a Reset Period length that complies with the requirements of Section 3. “Qualified Funding Recipient” has the meaning set forth in the LLC Agreement. “Qualified Potential Offer” means, for any Reset Period after the Initial Reset Period, indicative pricing from a Qualified Funding Recipient that would constitute a Qualified Firm Offer if made on the Bond Pricing Date for such Reset Period. “Re-pricing Date” means, for any Reset Period, any Business Day not earlier than 90 days prior to the earlier of (i) the date on which the Bonds then Outstanding may be called for optional redemption in accordance with the Trust Indenture, and (ii) the day following the last day of the Reset Period then in effect.
“Re-pricing Period” means, for any Reset Period, the period of time prior to such Reset Period during which a Re-pricing Date could occur for such Reset Period. “Remaining Delivery Cost” has the meaning set forth in Exhibit A. 4 “Remaining Power Value” has the meaning set forth in Exhibit A. “Reset Period” means each period determined pursuant to Section 3. “Reset Period Implied Rate” has the meaning set forth in Exhibit A. “Series” means Bonds designated as a Series and authorized to be issued by the Issuer pursuant to [Section 2.1] of the Trust Indenture.
“Supplemental Trust Indenture” means any Trust Indenture supplemental to or amendatory of the Trust Indenture executed and delivered by the Issuer and the Trustee in accordance with Article X of the Trust Indenture.
“Termination Payment” has the meaning set forth in the Master Power Supply Agreements.
“Termination Payment Adjustment Schedule” has the meaning set forth in the Master Power Supply Agreements.
“Trust Indenture” means the Trust Indenture, dated as of the first day of the month of the Bond Closing Date, between the Issuer and the Trustee, as the same may be amended or supplemented from time to time pursuant to one or more Supplemental Trust Indentures, or any Trust Indenture governing bonds issued as refunding bonds for Bonds issued under such Trust Indenture.
“Trustee” means the trustee under the Trust Indenture and its successors and assigns.

Section 2. Purpose of Agreement and Intention of Parties. The Parties are entering into this Agreement in connection with the execution and delivery of the Trust Indenture, the Master Power Supply Agreements and the other transaction documents for the purpose of establishing the methodology for determining the Available Discount Percentage for each Reset Period following the Initial Reset Period. Absent Issuer’s consent, the Available Discount Percentage will be the same for all portions of a Reset Period.

Section 3. Reset Periods. Each Reset Period shall commence on the next day that follows the last day of the Initial Reset Period or, subsequently, the immediately prior Reset Period. The length of each Reset Period shall be the remaining term of the Delivery Period unless the Calculation Agent elects, in its sole discretion, a shorter period, which period may not be shorter than the lesser of (a) three years or (b) the remaining term of the Delivery Period without the Issuer’s consent; provided further that:
(i) The Initial Reset Period and each subsequent Reset Period (other than the final Reset Period) shall end on the last day of the month preceding the month in which the end of the Interest Rate Period applicable to such Reset Period occurs. For example, if the Interest Rate Period ends October 31, the last day of the Reset Period would end September 30, and
(ii) the final Reset Period shall end on the last day of the Delivery Period. 5 Section 4. Reserved.

Section 5. Estimated Available Discount Percentage.
(a) On any Business Day not earlier than the 70th day prior to the earliest potential Re-pricing Date for any Reset Period and not later than 10 Business Days prior to the latest potential Re-pricing Date for any Reset Period, the Issuer may request that the Calculation Agent provide an estimate of the length of such Reset Period, Reset Period Implied Rate and Available Discount Percentage (the “Estimated Available Discount Percentage”) that are anticipated to apply to such Reset Period. In determining the Estimated Available Discount Percentage, the Calculation Agent shall utilize the methodology set forth in Exhibit A. The Calculation Agent may provide initial or updated estimates on its own initiative or upon a subsequent request from the Issuer.
(b) The Issuer shall notify the Project Participant of the Estimated Available Discount Percentage and any updates thereto under the relevant provisions of the Clean Energy Purchase Contracts. Unless the Calculation Agent and the Issuer otherwise agree, in any notice of Estimated Available Discount Percentage provided to a Project Participant prior to the Participant Notification Deadline Day, the Issuer shall clearly indicate in such notice that the notice is provisional and not intended to trigger a Project Participant’s right to provide a [Remarketing Election] (as defined in the Clean Energy Purchase Contracts). (c) If, at any time during the Re-pricing Period for a Reset Period, a Qualified Funding Recipient provides a Qualified Firm Offer for such Reset Period, Issuer agrees that it will execute a bond purchase or remarketing agreement reflecting a Funding Agreement for such Reset Period between Prepay LLC and the Qualified Funding Recipient selected by Prepay LLC for such Reset Period.
(d) The Issuer agrees to cooperate in good faith with Prepay LLC and to take all steps reasonably within Issuer’s control that are necessary, in each case, to cause a Bond Pricing Date to occur for any Qualified Potential Offer that Prepay LLC elects to pursue, which steps shall include retaining an underwriter or remarketing agent for the Bonds to be priced and participating in the Bond marketing or remarketing process.

Section 6. Determination of Available Discount Percentage and Monthly Discount Percentage.
(a) The Calculation Agent shall determine on the Bond Pricing Date the Available Discount Percentage for such Reset Period in accordance with the methodology set forth in Exhibit A.
(b) For each Reset Period after the Initial Reset Period, the Calculation Agent shall determine the monthly discount portion of the Available Discount Percentage for such Reset Period (the “Monthly Discount Percentage”). The Issuer and the Calculation Agent then shall mutually agree upon the projected [Annual Refund] (as defined in the Clean Energy Purchase Contracts) for such Reset Period, which shall be determined consistent with the Clean Energy Purchase Contracts and shall be the remaining portion of the Available Discount Percentage. 6 Section 7. Termination Payment Adjustment Schedule; Monthly Quantity Changes. (a) For any Reset Period, the Calculation Agent may modify the Termination Payment Adjustment Schedule to reflect changes in the Remaining Power Values set forth on Attachment 1 to Exhibit A and otherwise, provided that such modifications are sufficient to meet the redemption requirements of the Bonds to be sold for such Reset Period. (b) The Issuer and the Calculation Agent agree that the Master Power Supply Agreements will be amended to reflect any reductions to Base Quantities determined pursuant to Exhibit A.

Section 8. Timing. The dates and time intervals stated in this Agreement may be waived or altered by the mutual agreement of the Parties.

Section 9. Termination. This Agreement shall terminate automatically upon termination of the Master Power Supply Agreements for any reason. For the avoidance of doubt, nothing in this Agreement or any other agreement restricts the ability of Funding Recipient to repay or prepay the Funding Agreement as set forth in the Funding Agreement, which election to repay or prepay may be made by Funding Recipient in its sole and absolute discretion in accordance with the terms of the Funding Agreement. Any such termination shall not be considered a failure by the Calculation Agent to act in good faith hereunder, regardless of whether the Parties have previously discussed pricing that may apply to any Reset Period or otherwise taken the steps required under this Agreement.

Section 10. Communications.
(a) All notices, requests and other communications shall be in writing (including facsimile, electronic mail or other electronic means) provided to the address and/or electronic mail address set forth below:

Calculation Agent: As provided in the Master Power Supply Agreements The Issuer: As provided in the Master Power Supply Agreements (b) Each Party may change the address for communications to it pursuant to the terms of the referenced agreement, which notice shall be effected when delivered at the address specified herein.

Section 11. Miscellaneous.
(a) Incorporation by Reference. Article X [Jurisdiction; Waiver of Jury Trial] and Sections 18.3 [Entirety; Amendments], 18.4 [Governing Law], 18.5 [Non-Waiver], 18.6 [Severability], 18.7 [Exhibits], 18.9 [Relationships of Parties; Beneficiaries], 18.12 [Limitation of Liability] and 18.13 [Counterparts] of the Master Power Supply Agreements are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein. (b) Amendments to Clean Energy Purchase Contracts and Trust Indenture. The Issuer shall not agree to or consent to any modification, supplement, amendment or waiver of 7 any provision of the Clean Energy Purchase Contracts or Trust Indenture that affects the meaning of any defined term herein or the operation of any provision hereof. (Signatures appear on the next page)
Signature Page to Re-Pricing Agreement
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.

ARON ENERGY PREPAY [__] LLC
By: J. Aron & Company LLC,
its Manager
By:____________________________
Name:_________________________
Title:__________________________

CALIFORNIA COMMUNITY CHOICE

FINANCING AUTHORITY
By:____________________________
Name:_________________________
Title:__________________________

Exhibit A – Page 1
Exhibit A
The Calculation Agent will undertake the following steps in determining the Available Discount Percentage for any Reset Period (each, a “New Reset Period”):
• Step 1: Determine the “Prior Remaining Power Value”
o The Calculation Agent will determine the Remaining Power Value for the last month of the current Reset Period (the “Old Reset Period”) based on Attachment 1 hereto, as such Attachment initially existed or was last updated at the beginning of the prior Reset Period (the “Prior Remaining Power Value”).
o “Remaining Power Value” means, for any month, the amount set forth on Attachment 1 of the Exhibit A as the “Remaining Power Value” for such month, as Attachment 1 may be updated pursuant to this Exhibit A in connection with the establishment of any new Reset Period. • Step 2: The Calculation Agent will specify the length of the New Reset Period pursuant to Section 3 of the Agreement
• Step 3: The Calculation Agent will specify a Reset Period Implied Rate for the New Reset Period and a Delivery Period Implied Rate
o “Reset Period Implied Rate” means, for any Reset Period other than the Initial Reset Period, a fixed rate offered by the Funding Recipient for such Reset Period as of the Bond Pricing Date for such Reset Period, which rate the Parties acknowledge (i) will be determined by Funding Recipient in its sole and absolute discretion based on the rate of Funding Recipient, and (ii) for which the Funding Recipient may consider all relevant factors, including (w) the nature of the source of funding provided by the Funding Agreement, including any applicable regulatory or capital charges, (x) the tenor, (y) market interest for such funding at the time, and (z) any other unique attributes of the Funding Agreement funding relative to other sources available to Funding Recipient. The Parties acknowledge that, for purposes of providing an Estimated Available Discount Percentage, the Calculation Agent may rely on indicative pricing proposals from a Qualified Funding Recipient.
o “Delivery Period Implied Rate” means, for any remaining portion of the Delivery Period that is not covered by a Reset Period, a fixed rate determined by the Calculation Agent in its sole and absolute discretion as of the Bond Pricing Date for such Reset Period which the Calculation Agent determines (in its sole discretion) that Funding Recipient would be able to acquire, as of the date of determination, funding from other sources comparable to the funding provided by the Funding Agreement as of the date of determination if such Funding Agreement were extended for the entire Delivery Period. In determining such a rate, and the Calculation Agent may consider all relevant factors, including (w) the nature of the source of funding provided by the Exhibit A – Page 2
Funding Agreement, including any applicable regulatory or capital charges, (x) the length of the Delivery Period, (y) market interest for such funding at the time, and (z) any other unique attributes of the Funding Agreement funding relative to other sources available to Funding Recipient. • Step 4: Determine the “New Remaining Delivery Cost”
o The Calculation Agent will determine the “Remaining Delivery Cost” for each month of the Delivery Period after the Old Reset Period. The Remaining Delivery Cost for the first month of the New Reset Period is the “New Remaining Delivery Cost”.
o “Remaining Delivery Cost” means, for any determination month, an amount calculated by the Calculation Agent equal to the net present value of a stream of monthly payments equal to the Base Quantities multiplied by the [Fixed Price] (as defined in the Master Power Supply Agreements) for the remainder of the Delivery Period (including such determination month), discounted at the Reset Period Implied Rate for the New Reset Period and the Delivery Period Implied Rate for the remainder of the Delivery Period after the New Reset Period.
• Step 5: Additional Reduction Amount or changing Base Quantities o If the Prior Remaining Power Value is less than the New Remaining Delivery Cost:
 If the Reset Period will go to the end of the Delivery Period, the Calculation Agent will reduce the Base Quantities to zero in as many months as necessary at the end of the Delivery Period (and, to the extent necessary, reduce the Base Quantities in the last remaining month of the Reset Period to a quantity greater than zero) such that the Prior Remaining Power Value is equal to the New Remaining Delivery Cost.
 If the Reset Period will end prior to the Delivery Period, the Calculation Agent may reduce the Base Quantities as provided above to the extent such reduction results in a greater Available Discount Percentage for such Reset Period.
o If the Prior Remaining Power Value is greater than the New Remaining Delivery Cost:
 Subject to the following bullet, the Calculation Agent will pay to the Issuer the amount, if any, by which (A) the Prior Remaining Power Value exceeds (B) the New Remaining Delivery Cost (the
“Additional Reduction Amount”) on the first day of the contemplated Interest Rate Period, which payment shall be applied by the Issuer to the retirement of Bonds.
 Notwithstanding the prior bullet, the Calculation Agent shall elect to retain a portion of the Excess Amount to the extent (i) the Reset Period will end prior to the Delivery Period, (ii) such retention results in a greater Available Discount Percentage, and (iii) doing so is Exhibit A – Page 3
consistent with the amortization requirement of the Bonds. If the Calculation Agent elects to retain a portion of such Excess Amount pursuant to the foregoing proviso, the Additional Reduction Amount shall be the portion of such Excess Amount that the Calculation Agent elects to pay.
o Any Additional Reduction Amount or changes in Base Quantities will then be included in calculating the New Remaining Delivery Cost. An Additional Reduction Amount will reduce the Prior Remaining Power Value for this purpose.
o The Calculation Agent will amend Attachment 1 hereto effective as of the beginning of the New Reset Period such that the Remaining Power Value for each month in the New Reset Period and the remainder of the Delivery Period is equal to the Remaining Delivery Cost for such month as determined under Step 4 and updated under this Step 5.
• Step 6: Determine the Fixed Rate for the Bonds for the term of such contemplated Interest Rate Period
o The remarketing agent or underwriter of the Bonds for such contemplated Interest Rate Period will specify the Fixed Rate.
o “Fixed Rate” means, for any New Reset Period, the fixed rate or rates of interest payable by the Issuer with respect to a Series of Bonds or, in the case of a [Series of Variable Rate Bonds] (as defined in the Trust Indenture), the fixed rate payable by the Issuer under the related fixed rate swap transaction, which Fixed Rates will be determined on the Bond Pricing Date at a rate sufficient to enable all the Bonds to be sold or remarketed on such Bond Pricing Date in accordance with the Trust Indenture (which sale price may include a premium or discount to par), as determined based on market information then available.
• Step 7: Determine Monthly Discount Percentage
o The Calculation Agent will determine the Monthly Discount Percentage of the Available Discount Percentage for each portion of the Reset Period based on the expected differences between monthly revenues and monthly debt service and other obligations of the Clean Energy Project. • Step 8: Determine Annual Refund portion of Available Discount Percentage o The Calculation Agent and the Issuer shall mutually agree upon the projected [Annual Refund] (as defined in the Clean Energy Purchase Contracts) for the Reset Period, which shall be determined consistent with the Clean Energy Purchase Contracts and shall be the remaining portion of the Available Discount Percentage.

Attachment 1 to Exhibit A
Attachment 1 to Exhibit A
Remaining Power Values
[To be attached.]
NP DRAFT—05/11/2026
PRELIMINARY OFFICIAL STATEMENT DATED [__], 2026
NEW ISSUE – BOOK-ENTRY ONLY RATING: (SEE “RATING” HEREIN) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to CCCFA, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel observes that interest on the Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein. [CCCFA LOGO] $[PAR] *

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY

CLEAN ENERGY PROJECT REVENUE BONDS
SERIES 2026[__] (GREEN BONDS)
[KESTREL LOGO]
DATED: Date of Delivery DUE: As shown on the inside cover California Community Choice Financing Authority (“CCCFA”) is issuing its Clean Energy Project Revenue Bonds, Series 2026[__] (Green Bonds) (the “Bonds”), under a Trust Indenture (the “Indenture”) between CCCFA and U.S. Bank Trust Company, National Association, as Trustee.

The Bonds will be issued in book-entry form through the facilities of The Depository Trust Company (“DTC”). Purchases of the Bonds will be made in book-entry form through DTC participants in denominations of $5,000 or any multiple thereof. Payments of principal of, premium, if any, and interest on the Bonds will be made directly to DTC, and will subsequently be disbursed to DTC participants and thereafter to Beneficial Owners of the Bonds, all as described herein. Capitalized terms used and not otherwise defined on this cover page have the meanings set forth herein.

From their Initial Issue Date to but not including [__]* , which is the Final Maturity Date of the Bonds (the “Initial Interest Rate Period”), the Bonds will bear interest at a fixed Term Rate in a Term Rate Period as shown on the inside cover page. During the Initial Interest Rate Period, interest on the Bonds is payable semiannually on each [__] 1* and [__] 1* , commencing [__] 1, 20[__]*. During the Initial Interest Rate Period, the Bonds are subject to optional and extraordinary mandatory redemption, and the Bonds maturing on the Final Maturity Date are subject to mandatory tender for purchase at the option of CCCFA. See “THE BONDS – Tender” and “– Redemption” herein.

The Bonds have been designated “Green Bonds.” See “DESIGNATION OF BONDS AS GREEN BONDS” and APPENDIX J hereto.

Under the “Clean Energy Project,” Pioneer Community Energy (the “Project Participant” or “Pioneer”) anticipates purchasing approximately thirty years of Electricity at a net savings to the costs it would otherwise pay for such Electricity. “Electricity” means energy, renewable energy, and renewable energy credits, as further described herein. To effectuate the Clean Energy Project, CCCFA will issue the Bonds, using the proceeds to prepay the costs of the acquisition of Electricity to be delivered over approximately thirty years under two Master Power Supply Agreements (the “Master Power Supply Agreements”), between Aron Energy Prepay 66 LLC, a Delaware limited liability company (the “Electricity Supplier”) and CCCFA. CCCFA will sell all of the Electricity acquired under the Master Power Supply Agreements to the Project Participant under two Clean Energy Purchase Contracts (the “Clean Energy Purchase Contracts”). The Electricity Supplier will meet the Electricity delivery requirements under the Master Power Supply Agreements through two Electricity Purchase, Sale and Service Agreements with J. Aron & Company LLC (“J. Aron”). Under the terms of the Master Power Supply Agreements and the Clean Energy Purchase Contracts, the Project Participant will initially receive market Electricity, and in the future expects to assign power purchase agreements to J. Aron for ultimate delivery to the Project Participant. J. Aron must consent to any such assignment.

On the delivery date of the Bonds, the Electricity Supplier expects to initially use proceeds from the prepayments it receives from CCCFA to make a loan, pursuant to a Senior Unsecured Term Loan Agreement (the “Funding Agreement”), to [_________] (the “Funding Recipient”). The Electricity Supplier will also enter into two Electricity Purchase, Sale and Service Agreements (the “Electricity Purchase, Sale and Service Agreements”) with J. Aron. Under the Electricity Purchase, Sale and Service Agreements, J. Aron will sell Electricity to the Electricity Supplier so that the Electricity Supplier can meet its obligations to CCCFA under the Master Power Supply Agreements and CCCFA can meet its obligations to the Project Participant under the Clean Energy Purchase Contracts. The monthly payments scheduled to be made by the Funding Recipient under the Funding Agreement correspond to amounts sufficient to enable the Electricity Supplier to meet its payment obligations under the Electricity Supplier Commodity Swaps and the Electricity Purchase, Sale and Service Agreements.

THE PAYMENT OF THE BONDS IS NOT GUARANTEED BY THE ELECTRICITY SUPPLIER, J. ARON, THE GOLDMAN SACHS GROUP, INC., THE FUNDING RECIPIENT, THE UNDERWRITER, CCCFA OR ITS MEMBERS, OR THE PROJECT PARTICIPANT OR ITS MEMBERS. THE BONDS ARE NOT AN OBLIGATION OF THE

STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION, THE MEMBERS OF CCCFA OR THE PROJECT PARTICIPANT OR ITS MEMBERS, AND NEITHER THE FAITH

AND CREDIT OF CCCFA NOR THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO PAYMENTS PURSUANT TO THE * Preliminary, subject to change.

INDENTURE OR THE BONDS. THE BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF CCCFA, PAYABLE SOLELY FROM THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE.

This Official Statement describes the Bonds only during the Initial Interest Rate Period and must not be relied upon if the Bonds are converted to any other interest rate period. The purchase and ownership of the Bonds involve investment risk and may not be suitable for all investors. This cover page is not intended to be a summary of the terms of or the security for the Bonds. Investors are advised to read this Official Statement in its entirety to obtain information essential to the making of an informed investment decision with respect to the Bonds, giving particular attention to the matters discussed under “INVESTMENT CONSIDERATIONS” herein.

The Bonds are offered, when, as and if issued by CCCFA and accepted by the Underwriter, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to CCCFA, and certain other conditions. Certain legal matters will be passed upon for CCCFA by its General Counsel; for the Project Participant by Chapman and Cutler LLP; for the Electricity Supplier by Sheppard, Mullin, Richter & Hampton LLP; for the Funding Recipient by Cleary Gottlieb Steen & Hamilton LLP; and for the Underwriter by Nixon Peabody LLP. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about __________, 2026.

Goldman Sachs & Co. LLC
Dated: _______, 2026
$[PAR] *

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY

CLEAN ENERGY PROJECT REVENUE BONDS
SERIES 2026[__] (GREEN BONDS)

MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS

MATURITY
[__] 1*

PRINCIPAL
AMOUNT

INTEREST
RATE YIELD CUSIP †
$_________ _____% Term Bond due [_______] 1, 20[__]§
, Yield: ____%, CUSIP1 _________
* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. The CUSIP numbers listed above have been provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association, and are included solely for the convenience of bondholders only. CCCFA and the Underwriter make no representation with respect to such numbers or undertake any responsibility for their accuracy. The CUSIP numbers are subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Bonds.

SUMMARY OF TERMS
CCCFA has prepared this Summary of Terms to describe the specific terms of the Bonds. The information in this Official Statement provides a more detailed description of matters relating to CCCFA, the Clean Energy Project, the Project Participant and the Bonds. Investors should carefully review that detailed information in its entirety before making a decision to purchase any of the Bonds being offered.

Issuer............................................... California Community Choice Financing Authority, a California joint powers agency (“CCCFA”).

Bonds Being Offered....................... Clean Energy Project Revenue Bonds, Series 2026[_] (Green Bonds) (the “Bonds”).

Purpose of Issue .............................. The Bonds are being issued to finance prepayments for supplies of electricity to be delivered over approximately 30 years under the Master Power Supply Agreements described herein between Aron Energy Prepay 66 LLC (the “Electricity Supplier”), and CCCFA (the “Clean Energy Project”). See “THE MASTER POWER SUPPLY AGREEMENTS.”
Project Participant........................... Pioneer Community Energy, a California joint powers authority and a community choice aggregator. See “INTRODUCTION – Pioneer Community Energy” and APPENDIX A for additional information.

Funding Recipient............................ [__________] See “THE FUNDING AGREEMENT” and APPENDIX K for additional information.

Maturities and Rates........................ The Bonds mature on the dates and bear interest at the rates shown on the inside cover pages of this Official Statement, with interest payable semiannually as described under “THE BONDS – Interest” herein.

Redemption..................................... The Bonds are subject to optional and extraordinary mandatory redemption. See “THE BONDS – Redemption.” Security ........................................... The Bonds are special, limited obligations of CCCFA, are payable solely from and secured solely by the Trust Estate as and to the extent provided in the Indenture, and are expected to be paid from the Revenues of the Clean Energy Project. See “SECURITY FOR THE BONDS.” Master Power Supply Agreements .. The Master Power Supply Agreements provide for the delivery of specified quantities of electricity to CCCFA at designated delivery points for sale to the Project Participant under the Clean Energy Purchase Contracts. An Electricity Delivery Termination Date will occur under the Master Power Supply Agreements (a) automatically upon the occurrence of certain events, and (b) if designated at the option of the Electricity Supplier upon the occurrence of certain other events. Certain of these Electricity Delivery Termination Events also constitute Termination Payment Events under the Master Power Supply Agreements (as described herein), and will result in the extraordinary mandatory redemption of the Bonds. See “THE MASTER POWER SUPPLY AGREEMENTS – Early Termination.” Power Sources................................. From the beginning of the delivery period until [_______], only Market Electricity (as defined herein) will be delivered to the Project Participant.

From [_________] through the end of the transaction, the Project Participant expects to purchase electricity delivered from assigned power purchase agreements. See “THE MASTER POWER SUPPLY AGREEMENTS – Purchase and Sale.” Receivables Purchase Provisions .... The Master Power Supply Agreements contain provisions designed to mitigate risks to Bondholders resulting from non-payments by the Project Participant under the Clean Energy Purchase Contracts. These provisions include three types of receivables that the Electricity Supplier, as receivables purchaser, has the option or the obligation to purchase: Swap Deficiency Call Receivables, Payment Deficiency Call Receivables and Put Receivables. The Electricity Supplier is obligated to purchase Swap Deficiency Call Receivables and Payment Deficiency Call Receivables in amounts up to $[________] * and $[_________]* , respectively, until such time, if any, as the Electricity Supplier Put Receivables Account is funded by J. Aron. See “THE MASTER POWER SUPPLY AGREEMENTS – Receivables Purchase Provisions.” Debt Service and
Commodity Reserves......................

The Debt Service Reserve Requirement is $[________]*, which is approximately equal to the maximum Scheduled Debt Service Deposits for two consecutive months during the Initial Interest Rate Period. The Minimum Amount required to be on deposit in the Commodity Reserve Account is $[_________]*
.

Investment of Funds........................ CCCFA expects to invest amounts held in the Debt Service Account, the Debt Service Reserve Fund, and the Commodity Reserve Fund through one or more investment agreements. The providers of any such investment agreement will be required to have a minimum credit rating of at least “[__]” by Moody’s. The investment agreements will provide CCCFA the right to require a credit remedy or to terminate the investment agreements upon any downgrade of a provider below certain ratings thresholds. See “SECURITY FOR THE BONDS – Investment of Funds.” Commodity Swaps.......................... Under the CCCFA Commodity Swaps, CCCFA will pay a floating price at specified pricing points and will receive a fixed price for notional quantities that correspond to the energy quantities sold at floating prices and related delivery points under the Master Power Supply Agreements and the Clean Energy Purchase Contracts. Under the comparable Electricity Supplier Commodity Swaps, the Electricity Supplier pays a fixed price and receives a floating price for the same notional quantities at the same pricing points. The initially assigned power purchase agreements expected to be in place starting [________], 20[__] will have fixed contract prices, and the Commodity Swaps will be dormant while electricity is being delivered thereunder. The Commodity Swaps will be active at all other times. See “THE COMMODITY SWAPS.” Commodity Swap Counterparty...... Royal Bank of Canada
Rating (Moody’s)............................ [Aa2]. See “RATING.” Trustee ............................................ U.S. Bank Trust Company, National Association Bond and Tax Counsel.................... Orrick, Herrington & Sutcliffe LLP Municipal Advisor .......................... PFM Financial Advisors, LLC Underwriter..................................... Goldman Sachs & Co. LLC * Preliminary, subject to change.

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY

CLEAN ENERGY PROJECT REVENUE BONDS
SERIES 2026[__] (GREEN BONDS)

PREPAID ELECTRICITY TRANSACTION STRUCTURE
(EXPECTATION FOR INITIAL INTEREST RATE PERIOD)
[UPDATED DIAGRAM]

1. Debt Issuance: California Community Choice Financing Authority (“CCCFA”) issues the Bonds to fund the prepayments of electric energy, renewable energy, and renewable energy credits (collectively, “Electricity”), pay capitalized interest, fund a debt service reserve, fund a commodity reserve, and pay costs of issuance. The Bonds will bear interest at fixed interest rates during the Initial Interest Rate Period.

2. Prepayments: CCCFA will apply bond proceeds to prepay Aron Energy Prepay 66 LLC (the “Electricity Supplier”) for approximately thirty years of Electricity deliveries. Under the Master Power Supply Agreements, the Electricity Supplier will be obligated to (a) cause Electricity to be delivered to CCCFA during the Delivery Period; (b) make payments for any Prepaid Electricity not delivered or taken; and (c) make Termination Payments upon a Termination Payment Event as described herein.

3. Funding Agreement: The Electricity Supplier will use a portion of the prepayment proceeds it receives to make a loan, pursuant to a Senior Unsecured Term Loan Agreement (the “Funding Agreement”), to [_________] (the “Funding Recipient”). The Scheduled Amounts payable under the Funding Agreement replicate the Electricity Supplier’s monthly prepaid Electricity purchase obligations during the Initial Reset Period. The Funding Agreement will provide a fixed interest rate for a period equal to the Initial Interest Rate Period on the Bonds and will have a final maturity at the end of such period. Under no circumstances or in any capacity is the Funding Recipient or any of its subsidiaries or affiliates liable for or obligated to pay any amounts owed or due to any individual or entity with respect to the Bonds.

4. Electricity Supply: The Electricity Supplier will procure the Electricity from J. Aron & Company LLC (“J. Aron”). The Electricity Supplier will enter into two Electricity Purchase, Sale and Service Agreements with J. Aron whereby the Electricity Supplier will purchase Electricity from J. Aron during the Delivery Period that matches the delivery quantities and terms under the Master Power Supply Agreements. The Electricity Supplier will pay for the Electricity monthly in arrears. J. Aron’s payment obligations under the Electricity Purchase, Sale and Service Agreements will be guaranteed by GSG.

5. Project Participant: Under the Clean Energy Purchase Contracts, CCCFA will sell to the Project Participant the prepaid Electricity delivered by the Electricity Supplier (“Prepaid Electricity”) at the Contract Price. The Contract Price for Prepaid Electricity will be a floating market price, less a discount, for all Prepaid Electricity the Project Participant actually receives, and the Electricity Supplier will make a cash payment to CCCFA for any Prepaid Electricity that is not delivered to or taken by the Project Participant. The amounts payable by the Project Participant and the Electricity Supplier are calculated to provide sufficient revenues (together with commodity swap receipts and investment income from the Debt Service Account) to enable CCCFA to make the required scheduled deposits to the Debt Service Account.

6. Power Sources: The Project Participant will purchase market Electricity (“Market Electricity”) from the first day of the Delivery Period through and including [__], 20[__], under a set of contracts that provide for the sale and delivery of such Market Electricity (the “Market Electricity Contracts”). Immediately after deliveries of Market Electricity end under the Market Electricity Contracts, the Project Participant expects to purchase assigned Electricity (“Assigned Electricity”) for the remainder of the Delivery Period under a set of contracts that provide for the sale and delivery of such Assigned Electricity (the “Assigned Electricity Contracts”). Prior to the commencement of deliveries under the Assigned Electricity Contracts, the Project Participant will be required to exercise Commercially Reasonable Efforts to, and expects to, assign power purchase agreements to J. Aron (the “Assigned PPAs”) such that all Prepaid Electricity delivered under the Assigned Electricity Contracts will be Assigned Electricity. While Electricity deliveries are in effect under the Assigned Electricity Contracts, CCCFA and the Project Participant will not have any obligation to take Market Electricity.

When deliveries under the Assigned Electricity Contracts begin, the Contract Price the Project Participant will pay CCCFA for Prepaid Electricity delivered under the Assigned PPAs initially assigned to J. Aron (the “Initially Assigned PPAs”) will correspond to the fixed price for Electricity otherwise due under the Initially Assigned PPAs, less a discount. The Commodity Swaps described below will remain dormant with respect to Prepaid Electricity delivered under the Initially Assigned PPAs. Upon the expiration or termination of an Initially Assigned PPA, the Project Participant is obligated to use Commercially Reasonable Efforts to assign replacement power purchase agreements to J. Aron (the “Replacement Assigned PPAs”). For any Prepaid Electricity delivered under a Replacement Assigned PPA, a Project Participant will pay CCCFA the Contract Price based on a market-based index price, less a discount.

7. Commodity Swaps: CCCFA will enter into two commodity price swaps (collectively, the “CCCFA Commodity Swaps”), under which it will pay index and receive fixed prices with respect to any floating market prices it receives under the Clean Energy Purchase Contracts or the Master Power Supply Agreements. The Electricity Supplier will enter into mirror swaps with the Commodity Swap Counterparty under which it will pay fixed prices and will receive floating market prices to meet its requirements for market-referenced pricing to fulfill its delivery obligations. The Commodity Swaps will initially be active with respect to Prepaid Electricity delivered under the Market Electricity Contracts, which will be delivered at market-based index prices. Once deliveries begin under the Assigned Electricity Contracts, the Commodity Swaps will become dormant with respect to Prepaid Electricity delivered under the Initially Assigned PPAs, which will be delivered at fixed prices. Upon the expiration or termination of an Initially Assigned PPA, when the Project Participant assigns any Replacement Assigned PPAs to J. Aron, Prepaid Electricity delivered thereunder will be delivered at market-based index prices, and the Commodity Swaps will become active again with respect to such deliveries. [Remainder of Page Intentionally Left Blank]
The information contained in this Official Statement has been obtained from CCCFA, the Project Participant, the Electricity Supplier, J. Aron, GSG, the Funding Recipient, the Commodity Swap Counterparty, DTC and other sources believed to be reliable. This Official Statement is submitted in connection with the sale of the securities described herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement speaks only as of its date and the information contained in this Official Statement is subject to change without notice and neither the delivery of this Official Statement nor any sale made by means of it shall, under any circumstances, create any implication that there have not been changes in the affairs of any party since the date of this Official Statement.

No broker, dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering made hereby and, if given or made, such information or representations must not be relied upon as having been authorized by CCCFA or the Underwriter. This Official Statement does not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

The Bonds will not be registered under the Securities Act of 1933, as amended, and will not be listed on any stock or other securities exchange. Neither the Securities and Exchange Commission nor any other federal, state, municipal or other government entity or agency has or will have passed upon the adequacy of this Official Statement or, except for CCCFA, approved the Bonds for sale. _____________________
In making an investment decision, investors must rely on their own examination of the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. No commission or authority has confirmed the accuracy or determined the adequacy of this document. _____________________

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY ENGAGE IN

TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICES OF THE BONDS. SUCH TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as that term is defined in, Rule 15c2-12 of the United States Securities and Exchange Commission.

Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements.” Such statements are generally identifiable by the terminology used, such as “plan,” “project,” “expect,” “anticipate,” “intend,” “believe,” “estimate,” “budget” or other similar words.

The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. CCCFA does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations or events, conditions or circumstances on which such statements are based occur. [Remainder of Page Intentionally Left Blank]

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY

BOARD OF DIRECTORS
Theodore Bardacke, Chair
Robert M. Shaw, Vice Chair
Howard Chang, Member
Monica Padilla, Member
Vicken Kasarjian, Member

MANAGEMENT
Steve Rymer, Municipal Resources Group, LLC, General Manager Garth Salisbury, Treasurer-Controller
David Ruderman of Colantuono, Highsmith & Whatley, PC, General Counsel

MEMBERS
Ava Community Energy Authority
Central Coast Community Energy
City of San José
Clean Power Alliance of Southern California
[Desert Community Energy]
Marin Clean Energy
Orange County Power Authority
Peninsula Clean Energy Authority
Pioneer Community Energy
[Redwood Coast Energy Authority]
San Diego Community Power
Silicon Valley Clean Energy Authority
Sonoma Clean Power Authority
Valley Clean Energy Alliance

PROJECT PARTICIPANT
Pioneer Community Energy

BOND COUNSEL PROJECT PARTICIPANT COUNSEL

ORRICK, HERRINGTON & SUTCLIFFE LLP CHAPMAN AND CULTER LLP

TRUSTEE MUNICIPAL ADVISOR
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION

PFM FINANCIAL ADVISORS LLC
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TABLE OF CONTENTS
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INTRODUCTION .................................................................................................. 1 California Community Choice Financing Authority .............................................. 1 Pioneer Community Energy.................................................................................... 1 The Bonds............................................................................................................... 2 Security for the Bonds ............................................................................................ 2 The Clean Energy Project ....................................................................................... 3 The Master Power Supply Agreements .................................................................. 4 The Receivables Purchase Provisions..................................................................... 7 The Funding Agreement ......................................................................................... 8 The Electricity Purchase, Sale and Service Agreements........................................ 9 The Clean Energy Purchase Contracts.................................................................... 9 Debt Service and Commodity Reserves ............................................................... 10 Re-Pricing Agreement .......................................................................................... 10 Commodity Swaps.................................................................................................11 The Electricity Supplier, J. Aron, and GSG...........................................................11 Certain Relationships............................................................................................ 12 INVESTMENT CONSIDERATIONS ................................................................. 12 Special and Limited Obligations........................................................................... 13 Structure of the Clean Energy Project .................................................................. 13 Performance by Others ......................................................................................... 15 Electricity Remarketing ........................................................................................ 16 Limitations on Exercise of Remedies................................................................... 18 Enforceability of Contracts................................................................................... 18 No Established Trading Market............................................................................ 19 Loss of Tax Exemption on the Bonds................................................................... 19 SECURITY FOR THE BONDS........................................................................... 20 The Indenture ........................................................................................................ 20 Flow of Funds....................................................................................................... 22 Debt Service Account ........................................................................................... 23 Debt Service Reserve Account ............................................................................. 23 Commodity Reserve Account............................................................................... 24 Redemption Account ............................................................................................ 24 Administrative Fee Fund....................................................................................... 24 Restriction on Additional Obligations.................................................................. 25 Amendment of Indenture ...................................................................................... 25 Investment of Funds.............................................................................................. 25 Enforcement of Project Agreements..................................................................... 26 SOURCES AND USES OF FUNDS.................................................................... 28 THE BONDS ........................................................................................................ 28 General.................................................................................................................. 28 Interest....................................................................................................................... 28 Increased Interest Rate Upon Ledger Event ......................................................... 29 Tender ....................................................................................................................... 30 Redemption........................................................................................................... 31 TABLE OF CONTENTS (continued)
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Book-Entry System............................................................................................... 33 REVENUES AND DEBT SERVICE REQUIREMENTS................................... 34 DESIGNATION OF BONDS AS Green BONDS ............................................... 34 Green Bonds Designation ..................................................................................... 34 Independent Second Party Opinion on Green Bonds Designation and Disclaimer............................................................................................................. 34 THE MASTER POWER SUPPLY AGREEMENTS........................................... 35 Purchase and Sale ................................................................................................. 35 Delivery of Electricity........................................................................................... 35 Assignment of Power Purchase Agreements........................................................ 36 Failure to Deliver or Receive Electricity .............................................................. 37 Electricity Remarketing ........................................................................................ 38 Ledger Event......................................................................................................... 40 Payment Provisions............................................................................................... 41 Force Majeure ....................................................................................................... 41 Assignment ........................................................................................................... 41 Funding Agreement .............................................................................................. 42 Early Termination ................................................................................................. 42 Replacement of Commodity Swaps...................................................................... 44 Remedies and Termination Payments................................................................... 45 Receivables Purchase Provisions.......................................................................... 46 THE RE-PRICING AGREEMENT...................................................................... 48 General.................................................................................................................. 48 Remarketing Termination Election ....................................................................... 48

THE ELECTRICITY PURCHASE, SALE AND SERVICE
AGREEMENTS.................................................................................................... 48 General.................................................................................................................. 48 J. Aron as Agent.................................................................................................... 49 Failure to Deliver or Receive Electricity .............................................................. 50 Payment Provisions............................................................................................... 50 Force Majeure ....................................................................................................... 50 Additional Amounts Payable Following a Ledger Event ..................................... 51 Assignment ........................................................................................................... 51 Defaults and Termination Events.......................................................................... 51 Remedies and Termination ................................................................................... 52 Security ................................................................................................................. 52 THE FUNDING AGREEMENT.......................................................................... 52 General.................................................................................................................. 52 Repayment ............................................................................................................ 53 Events of Default and Termination ....................................................................... 53 Optional Prepayment; Defeasance........................................................................ 54 Governing Law ..................................................................................................... 54 Additional Information ......................................................................................... 54

THE MASTER ELECTRICITY SUPPLIER CUSTODIAL
AGREEMENT...................................................................................................... 54 GSG, J. ARON AND THE ELECTRICITY SUPPLIER..................................... 56 TABLE OF CONTENTS (continued)
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GSG........................................................................................................................... 56 J.

Aron .......................................................................................................................... 57 The Electricity Supplier........................................................................................ 57 THE CLEAN ENERGY PURCHASE CONTRACTS......................................... 58 General.................................................................................................................. 58 Pricing Provisions................................................................................................. 59 Assignment of Power Purchase Agreements........................................................ 60 Billing and Payment.............................................................................................. 61 Annual Refunds .................................................................................................... 61 Covenants of the Project Participant..................................................................... 61 Delivery Points; Title and Risk of Loss................................................................ 62 Failure to Perform................................................................................................. 63 Remarketing of Energy......................................................................................... 63 Force Majeure ....................................................................................................... 64 Defaults and Termination Events.......................................................................... 64 Remedies and Termination ................................................................................... 65 Assignment ........................................................................................................... 65 Project Participant Credit Enhancement ............................................................... 66 CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY............. 66 General.................................................................................................................. 66 Powers and Authority ........................................................................................... 67 Governance and Management............................................................................... 68 CCCFA Projects.................................................................................................... 68 Separate Obligations............................................................................................. 70 Limited Liability ................................................................................................... 70 COMMUNITY CHOICE AGGREGATORS....................................................... 70 General.................................................................................................................. 70 Community Choice Service Model....................................................................... 70 Service Contract Requirements and Registration with the Public Utilities Commission .......................................................................................................... 70 Customer Participation and Opt-out Rights.......................................................... 71 Regulatory Compliance ........................................................................................ 71 Cost Recovery Related to Transfer of Customers to a CCA ................................ 71 THE COMMODITY SWAPS .............................................................................. 71 General.................................................................................................................. 72 Form of Commodity Swaps.................................................................................. 72 Payment................................................................................................................. 72 Early Termination ................................................................................................. 73 Commodity Swap Custodial Agreements............................................................. 74 THE COMMODITY SWAP COUNTERPARTY................................................ 75 CONTINUING DISCLOSURE............................................................................ 75 CCCFA ................................................................................................................. 76 Project Participant................................................................................................. 77 TABLE OF CONTENTS (continued)
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LITIGATION............................................................................................................ 77 FINANCIAL STATEMENTS.............................................................................. 77 MUNICIPAL ADVISOR...................................................................................... 78 UNDERWRITING ............................................................................................... 78 CERTAIN RELATIONSHIPS ............................................................................. 79 RATING ................................................................................................................... 79 TAX MATTERS................................................................................................... 79 APPROVAL OF LEGAL MATTERS.................................................................. 81 MISCELLANEOUS ............................................................................................. 82 APPENDIX A — The Project Participant.......................................................... A-1 APPENDIX B — Audited Financial Statements of the Project Participant for Fiscal Years Ended June 30, 2025 and 2024................................................. B-1 APPENDIX C — Definitions of Certain Terms................................................. C-1 APPENDIX D — Summary of Certain Provisions of the Indenture.................. D-1 APPENDIX E — Form of Continuing Disclosure Undertaking .........................E-1 APPENDIX F — Form of Opinion of Bond Counsel .........................................F-1 APPENDIX G — Book-Entry System ............................................................... G-1 APPENDIX H — Redemption Price of the Bonds............................................. H-1 APPENDIX I — Schedule of Termination Payments..........................................I-1 APPENDIX J — Second Party Opinion Regarding Green Bonds Designation .......................................................................................................... J-1 APPENDIX K — Certain Information Regarding [_________]........................ K-1 [This Page Intentionally Left Blank]

OFFICIAL STATEMENT
$[PAR] *

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY

CLEAN ENERGY PROJECT REVENUE BONDS
SERIES 2026[__] (GREEN BONDS)

INTRODUCTION
This Official Statement, which includes the cover page and appendices attached hereto, contains information concerning (a) California Community Choice Financing Authority (“CCCFA”), (b) CCCFA’s Clean Energy Project Revenue Bonds, Series 2026[__] (Green Bonds) (the “Bonds”), being issued in the aggregate principal amount of $[PAR]* and (c) the Clean Energy Project (defined below) being financed with proceeds of the Bonds. Capitalized terms used herein have the meanings shown in APPENDIX C.

California Community Choice Financing Authority
CCCFA is a joint powers agency whose members consist of Pioneer Community Energy (“Pioneer” or the “Project Participant”), Ava Community Energy Authority, Central Coast Community Energy, Clean Power Alliance of Southern California, [Desert Community Energy], Marin Clean Energy, Orange County Power Authority, Peninsula Clean Energy Authority, [Redwood Coast Energy Authority], San Diego Community Power, the City of San José through its community choice aggregator program known as San José Clean Energy, Sonoma Clean Power Authority, Silicon Valley Clean Energy Authority, and Valley Clean Energy Alliance (each, a “Member” and collectively, the “Members”), each a community choice aggregator organized and existing under the laws of the State of California (the “State”). CCCFA is organized and existing pursuant to the laws of the State with the power to issue the Bonds and enter into the transaction documents described herein. CCCFA is authorized to exercise the common powers of its Members and to undertake all actions permitted by the Joint Exercise of Powers Act, constituting Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code, as amended and supplemented (the “Act”), in connection with the Clean Energy Project, including the purchase of the Electricity and the sale thereof to the Project Participant. See “CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY” and “COMMUNITY CHOICE AGGREGATORS” herein.

Pioneer Community Energy
CCCFA has entered into two Clean Energy Purchase Contracts (as defined below) for the sale of Electricity to be delivered under the Clean Energy Project with the Project Participant, a joint powers authority and a community choice aggregator (“CCA”) duly organized and existing under the laws of the State of California. Pioneer was formed in 2017 and launched service to customers in 2018.

Pioneer provides community choice aggregator service to a service territory that includes the communities of Auburn, Colfax, Lincoln, Rocklin, Loomis, most of the unincorporated areas of Placer and El Dorado Counties, and the City of Placerville. The Project Participant will use the energy it purchases from CCCFA under the Clean Energy Project for sale to retail customers located in its established service area.

For the fiscal year ending June 30, 2025, the Project Participant sold [__] GWh to its approximately [__] customers, representing approximately $[__] million of electricity sales and $[__] million of total * Preliminary, subject to change.
2 revenue, excluding the Rate Stabilization Fund transfer. As of [__], the Project Participant has approximately $[__] million in unrestricted cash and short-term investments.

During the Initial Reset Period, the average amount of annual Prepaid Electricity (defined below) to be delivered to the Project Participant is anticipated to be approximately [__]%* of the Project Participant’s annual electricity needs as measured by sales for calendar year ending [__]. During the Initial Reset Period, the average amount of annual Prepaid Electricity, plus prepaid Electricity to be delivered under the Project Participant’s existing prepayment transaction, is anticipated to be approximately [__]%* of the Project Participant’s annual electricity needs as measured by sales for calendar year ending December 31, 2025.

See APPENDIX A and APPENDIX B for information with respect to the Project Participant.

The Bonds
From their Initial Issue Date to but not including [__] * , which is the Final Maturity Date of the
Bonds (the “Initial Interest Rate Period”), the Bonds will bear interest at fixed Term Rates in a Term Rate Period, with interest payable semiannually on each [__] 1* and [__] 1* , commencing [__] 1, 20[__]*, as
shown on the inside cover page and as described herein. See “THE BONDS – Interest.” The Bonds are subject to optional redemption and extraordinary mandatory redemption during the Initial Interest Rate Period.

The Bonds maturing on the Final Maturity Date are subject to mandatory tender for purchase at the option of CCCFA in whole or in part on and after the first Business Day of the third month preceding the Final Maturity Date. The date selected by CCCFA for the mandatory tender and purchase of the Bonds is a “Mandatory Purchase Date” under the Indenture. If the Bonds maturing on the Final Maturity Date are not refunded prior to the Final Maturity Date, CCCFA expects to require Bondholders to tender such Bonds for purchase and to remarket such Bonds in another Interest Rate Period with a Commodity Purchase Final Maturity Date (the “Commodity Purchase Final Maturity Date”) as provided in the Indenture.

Under the Indenture, a “Failed Remarketing” will occur upon a failure of CCCFA to (i) establish a Commodity Purchase Final Maturity Date and to deposit or cause to be deposited with the Trustee an amount equal to the principal amount of the Bonds due on the Final Maturity Date by noon New York City time on the fifth Business Day preceding the Final Maturity Date, or (ii) purchase, redeem or pay the Bonds in whole by the Final Maturity Date (including from any funds on deposit in the Assignment Payment Fund and required to be used for such redemption).

A Failed Remarketing will result in an Early Termination Payment Date on the last day of the Initial Interest Rate Period and extraordinary mandatory redemption of the Bonds on the Final Maturity Date. See “THE MASTER POWER SUPPLY AGREEMENTS – Early Termination.” Security for the Bonds
The Bonds are issued pursuant to the authority contained in the Act, and are issued and secured under a Trust Indenture, to be dated as of the first day of the month in which the Bonds are issued (the “Indenture”), between CCCFA and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Bonds are special, limited obligations of CCCFA, are payable solely from and secured * Preliminary, subject to change.
3 solely by the Trust Estate as and to the extent provided in the Indenture, and are expected to be paid from the Revenues of the Clean Energy Project. See “SECURITY FOR THE BONDS.” The Clean Energy Project
Transaction Structure. CCCFA is issuing the Bonds to finance the cost of acquisition of an approximately thirty-year supply of Prepaid Electricity (defined below) under the Master Power Supply Agreements (defined below) between CCCFA and Aron Energy Prepay 66 LLC (the “Electricity Supplier”). The Clean Energy Project is structured to assist the Project Participant to procure a long-term supply of electricity at attractive prices. The Project Participant will purchase Electricity over the term of the Delivery Period (defined below) under two sets of sequential contracts. Starting on the first day of the Delivery Period through and including [__], 20[__] (or earlier upon an Electricity Delivery Termination Date), the Project Participant will receive market electricity (“Market Electricity”) from CCCFA under the terms of Clean Energy Purchase Contract No. 1 (“Clean Energy Purchase Contract No. 1”). CCCFA will acquire prepaid Market Electricity from the Electricity Supplier under Master Power Supply Agreement No. 1 (“Master Power Supply Agreement No. 1”), and the Electricity Supplier will acquire prepaid Market Electricity under Electricity Purchase, Sale and Service Agreement No. 1 (“Electricity Purchase, Sale and Service Agreement No. 1”). Clean Energy Purchase Contract No. 1, Master Power Supply Agreement No. 1, and Electricity Purchase, Sale and Service Agreement No. 1 are collectively referred to as the “Market Electricity Contracts.”
Starting [__], 20[__], and for the remainder of the Delivery Period, the Project Participant will purchase Electricity from CCCFA under the terms of Clean Energy Purchase Contract No. 2 (“Clean Energy Purchase Contract No. 2”, and together with Clean Energy Purchase Contract No. 1, the “Clean Energy Purchase Contracts”). Clean Energy Purchase Contract No. 2 will provide for the purchase of Electricity in connection with the assignment of power purchase agreements (the “PPAs”) from the Project Participant to J. Aron & Company LLC (“J. Aron”). J. Aron will deliver the Electricity received from such PPAs (the “Assigned PPAs”) to the Electricity Supplier under Electricity Purchase, Sale and Service Agreement No. 2 (“Electricity Purchase, Sale and Service Agreement No. 2,” and together with Electricity Purchase Sale and Service Agreement No. 1, the “Electricity Purchase, Sale and Service Agreements”).

The Electricity Supplier will then cause such Electricity to be delivered to CCCFA under Master Power Supply Agreement No. 2 (“Master Power Supply Agreement No. 2,” and together with Master Power Supply Agreement No. 1, the “Master Power Supply Agreements”) to enable CCCFA to meet its delivery obligations to the Project Participant under Clean Energy Purchase Contract No. 2. Clean Energy Purchase Contract No. 2, Master Power Supply Agreement No. 2, and Electricity Purchase, Sale and Service Agreement No. 2 are collectively referred to as the “Assigned Electricity Contracts.” The Project Participant will receive a discount on prepaid Electricity delivered under the Clean Energy Purchase Contracts (“Prepaid Electricity”). The Project Participant will also purchase certain excess Electricity delivered under Clean Energy Purchase Contract No. 2 (as further described herein, “Assigned PAYGO Electricity”), without a discount, at the APC Contract Price (as defined below). The acquisition of the approximately thirty-year supply of Electricity is referred to herein as the “Clean Energy Project.” See “THE MASTER POWER SUPPLY AGREEMENTS.”
The delivery period under the Master Power Supply Agreements is scheduled to begin on [__], 20[__] * and to end on [__], 20[__]* (the “Delivery Period”). The Delivery Period will be segmented into sequential reset periods (“Reset Periods”), with an initial reset period that is scheduled to begin on the first day of the Delivery Period and to end one month before the end of the Initial Interest Rate Period for the * Preliminary, subject to change.
4 Bonds (the “Initial Reset Period”). See “THE RE-PRICING AGREEMENT” below. The total quantity of Prepaid Electricity expected to be delivered by the Electricity Supplier during the Initial Reset Period under the Master Power Supply Agreements is an estimated [__]* million megawatt hours (“MWh”) of Energy.

The Assigned PPAs. At the beginning of the Delivery Period, no Assigned PPAs will be in place and Prepaid Electricity will be delivered under the Market Electricity Contracts. Immediately following the end of the stated term of the Market Electricity Contracts, deliveries under the Assigned Electricity Contracts will begin, and at such time the Project Participant expects to assign a portion of its rights and obligations (the “Assigned Rights and Obligations”) to renewable energy, including three-phase, 60-cycle alternating current electric energy, and renewable energy credits (collectively, “Electricity”) and products and attributes associated with co-located battery storage facilities for the Assigned PPAs pursuant to separate agreements (each, an “Assignment Agreement”) among the Project Participant, J. Aron, and PPA Sellers (as defined herein). The Electricity delivered under the Assigned PPAs will be ultimately delivered to the Project Participant through the Assigned Electricity Contracts. The quantities of Electricity to be delivered in connection with the Assigned Rights and Obligations under each Assigned PPA will be “Assigned Quantities” and will consist of “Assigned Prepay Quantities” to the extent related to Prepaid Electricity, and “Assigned PAYGO Quantities” to the extent related to Assigned PAYGO Electricity.

Prior to the commencement of deliveries under the Assigned Electricity Contracts, the Project Participant will be required to exercise Commercially Reasonable Efforts to, and expects to, assign PPAs to J. Aron (the “Initially Assigned PPAs”) such that all Prepaid Electricity delivered under the Assigned Electricity Contracts will be Assigned Electricity. Upon the expiration or termination of an Initially Assigned PPA, the Project Participant is obligated to use Commercially Reasonable Efforts to assign replacement PPAs to J. Aron (the “Replacement Assigned PPAs”).

In the event of a termination of the Master Power Supply Agreements or in certain circumstances when the Electricity Supplier is required to remarket the Prepaid Electricity, the rights, title and interest under the Assigned PPAs will revert back to the Project Participant, who may continue to receive the Electricity delivered under such agreements at the price payable under the applicable Assigned PPA (the “APC Contract Price”). In the event of a termination of an Assignment Agreement, no termination payment other than payment for delivered Electricity will be required to be made by CCCFA, the Electricity Supplier, or J. Aron.

The Master Power Supply Agreements
General. Under the Master Power Supply Agreements, CCCFA has agreed to make lump sum advance payments to the Electricity Supplier for an approximately thirty (30) year supply of Electricity, consisting of Market Electricity and then Assigned Electricity. The combined amount of Electricity that the Electricity Supplier will be obligated under the Master Power Supply Agreements to cause to be delivered is an estimated [__]* million MWh of Electricity to CCCFA during the Initial Interest Rate Period.

The Electricity Supplier will initially effectuate the Electricity sale, delivery and Scheduling obligations under the Master Power Supply Agreements as the delivering entity (the “Delivering Entity”), but may in the future designate J. Aron as the Delivering Entity under the Master Power Supply Agreements to fulfill all such Electricity sale, delivery, Scheduling and marketing obligations thereunder. To enable the Electricity Supplier to meet its obligation to deliver such Electricity to CCCFA under the Master Power Supply Agreements, the Electricity Supplier will purchase Electricity from J. Aron pursuant to the Electricity Purchase, Sale and Service Agreements. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS” herein. Neither CCCFA nor the Electricity Supplier will have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Electricity, except as described under “THE MASTER POWER SUPPLY AGREEMENTS – Electricity Remarketing” and “– Failure to Deliver or Receive Electricity” herein.
5 Under Master Power Supply Agreement No. 1, the Electricity Supplier will owe CCCFA a cash payment for any Market Electricity that is not delivered or taken, including due to Force Majeure. Under the Assigned Electricity Contracts, if the Assigned Quantity of Electricity delivered to CCCFA for any month is less than the Assigned Prepay Quantity for any reason, Master Power Supply Agreement No. 2 requires the Electricity Supplier to make a payment to CCCFA, less a remarketing fee if applicable, in lieu of payments that CCCFA would have received from the sale of such undelivered Assigned Quantity to the Project Participant. Such cash payments under both Master Power Supply Agreements are calculated to allow CCCFA to make Scheduled Debt Service Deposits to pay debt service on the Bonds. Other than the Electricity Supplier’s remarketing payment obligation and its payment obligation in connection with Force Majeure events, neither CCCFA nor the Electricity Supplier will have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Electricity under Master Power Supply Agreement No. 2. The Electricity Supplier is obligated to remarket all Market Quantities required to be delivered under Master Power Supply Agreement No. 2, and make payments to CCCFA for Market Quantities not delivered or taken for any reason, including Force Majeure events. See “THE MASTER POWER SUPPLY AGREEMENTS – Failure to Deliver or Receive Electricity” and “– Electricity Remarketing.” Assignment of Power Purchase Agreements. Prior to the commencement of deliveries under the Assigned Electricity Contracts, the Project Participant will exercise Commercially Reasonable Efforts to assign Assigned Rights and Obligations to J. Aron such that all Prepaid Electricity delivered thereunder consists of Assigned Quantities. Thereafter, in the event of any expiration, termination or anticipated termination of Assigned Rights and Obligations, the Project Participant shall exercise Commercially Reasonable Efforts to assign replacement Assigned Rights and Obligations (“Replacement Assigned Rights and Obligations”) to J. Aron. Any such assignment is subject to J Aron’s consent. Upon such a replacement, the Market Quantities will be revised as provided in Master Power Supply Agreement No. 2 and Clean Energy Purchase Contract No. 2. Assigned Rights and Obligations are expected to be in place from the beginning of deliveries under the Assigned Electricity Contracts for the remainder of the Initial Interest Rate Period, and Market Quantities are not expected to be delivered or remarketed during such time.

Electricity Remarketing and Ledger Event. The Electricity Supplier must remarket Electricity designated for remarketing by CCCFA. In the event remarketing of Assigned Electricity is requested, J.

Aron has the right to terminate the applicable Assignment Period and remarket a corresponding amount of Market Quantities on behalf of CCCFA. Under the Electricity Purchase, Sale and Service Agreements, J.

Aron provides remarketing services necessary for the Electricity Supplier to meet its remarketing obligations with respect to Prepaid Electricity, including the obligation to track compliance with the requirements for qualified use of prepaid electricity applicable to tax-exempt bonds, and the obligation to remediate any non-complying sales through “qualifying use” sales within two years. Both the Project Participant and J. Aron are obligated to exercise Commercially Reasonable Efforts to remediate any non-qualifying sales of remarketed Electricity. In the event that there are any non-complying sales that have not been remediated by J. Aron within one year, the Electricity Supplier (acting at the direction of the director of the Electricity Supplier appointed by CCCFA) may appoint a third-party remarketing agent to remediate the outstanding ledger entries, subject to certain requirements.

In the event that any non-complying Electricity remarketing sales are not remediated within two years and exceed certain cumulative limits, a “Ledger Event” will occur, subject to certain provisions of the Master Power Supply Agreements. If a Ledger Event occurs, J. Aron will be obligated to pay the Electricity Supplier, and the Electricity Supplier will be obligated to pay CCCFA, scheduled amounts (the “Ledger Event Payments”) calculated to provide a sum sufficient (together with the interest component of the Scheduled Debt Service Deposits) to enable CCCFA to pay interest on the Bonds at a rate of 8.00% per annum (the “Increased Interest Rate”). The Indenture provides that, subject to CCCFA’s receipt of such Ledger Event Payments from the Electricity Supplier, interest on the Bonds will be paid at the Increased 6 Interest Rate after the occurrence of a Ledger Event. See “THE BONDS – Increased Interest Rate Upon Ledger Event,” “THE MASTER POWER SUPPLY AGREEMENTS – Electricity Remarketing” and “– Ledger Event,” and “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – J. Aron as Agent” and “– Additional Amounts Payable Following a Ledger Event” herein.

A Ledger Event does not, by itself, result in an Early Termination Payment Date under the Master Power Supply Agreements. However, if the Electricity Supplier designates an Electricity Delivery Termination Date due to a Ledger Event, J. Aron will have the option, subject to the consent of the Electricity Supplier, to pay to the Electricity Supplier the Termination Payments for the Month following the Month in which the Ledger Event occurs (the “J. Aron Acceleration Option”). In addition, commencing _____ months following the Initial Issue Date, if an Electricity Delivery Termination Event has occurred (including as a result of a Ledger Event), and the Electricity Supplier provides written notice to the Funding Recipient granting it the right to pay the Final Payment Amount under the Funding Agreement, then the Funding Recipient shall have the right, at any time after such conditions are satisfied, but no obligation, to elect by written notice to the Electricity Supplier to prepay the balance under the Funding Agreement in full by payment of the Final Payment Amount on the last Business Day of the calendar month following the aforementioned notice from the Funding Recipient (the “Funding Recipient Acceleration Option”). The exercise by J. Aron of the J. Aron Acceleration Option and the exercise by the Funding Recipient of the Funding Recipient Acceleration Option will constitute a Termination Payment Event under the Master Power Supply Agreements, and accordingly an Early Termination Payment Date will occur as of the last Business Day of the Month following exercise by J. Aron of the J. Aron Acceleration Option, and the Bonds will be subject to extraordinary mandatory redemption. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – J. Aron as Agent” and “– Additional Amounts Payable Following a Ledger Event” and “THE FUNDING AGREEMENT – Optional Prepayment.”
Early Termination. An Electricity Delivery Termination Date will occur automatically under the Master Power Supply Agreements upon the occurrence of an Automatic Electricity Delivery Termination Event. When an Automatic Electricity Delivery Termination Event occurs, the Electricity Delivery Termination Date will be the end of the Month in which such Automatic Electricity Delivery Termination Event occurs. Upon the occurrence of an Optional Electricity Delivery Termination Event, an Electricity Delivery Termination Date may be designated by the Electricity Supplier. If an Electricity Delivery Termination Date occurs, the Assignment Agreements will terminate, the Delivery Period under the Master Power Supply Agreements will end as of the last day of the month, and the Electricity Supplier will be required:
(a) in the case of an Automatic Electricity Delivery Termination Event that is also a Termination Payment Event, to pay a scheduled termination payment or termination payments (the “Termination Payment” or “Termination Payments”) to CCCFA (i) other than in the event of a Failed Remarketing, on the last Business Day of the Month following the Month in which the Termination Payment Event occurs, or (ii) in the case of a Termination Payment Event due to a Failed Remarketing, on the last Business Day of the then-current Interest Rate Period (in either case, the “Early Termination Payment Date”); or
(b) in the case of an Electricity Delivery Termination Date that occurs for any other reason, to pay scheduled monthly amounts to CCCFA until the earlier of (i) the month in which a Termination Payment Event occurs or (ii) the end of the Initial Interest Rate Period. The scheduled monthly amounts payable by the Electricity Supplier would be paid to the Trustee for deposit into the Revenue Fund and would be sufficient to enable the Trustee to make the required transfers in respect of Scheduled Debt Service Deposits factoring in earnings from the Debt Service Account.
7 For descriptions of Termination Payment Events, Automatic Electricity Delivery Termination Events, Optional Electricity Delivery Termination Events and the payments required to be made by the Electricity Supplier, see “THE MASTER POWER SUPPLY AGREEMENTS – Early Termination” and “– Remedies and Termination Payments.”
If an Early Termination Payment Date occurs, the Bonds will be subject to extraordinary mandatory redemption in whole on the first day of the next Month. The amounts of the Termination Payments generally decline over time as the Electricity Supplier performs its Electricity delivery obligations under the Master Power Supply Agreements. The combined amounts of the Termination Payments, together with the amounts scheduled to be on deposit in certain Funds and Accounts held by the Trustee, have been calculated to provide a sum at least sufficient to pay the Redemption Price of the Bonds, assuming that the Electricity Supplier, the Funding Recipient, the Project Participant (or if the Project Participant fails to pay, the performance of the Project Participant Credit Enhancement), and the Investment Agreement Providers (defined below), pay and perform their respective contract obligations when due. A performance shortfall from any one of these entities could result in a payment shortfall to Bondholders.

For a description of the Project Participant Credit Enhancement, see “THE CLEAN ENERGY PURCHASE CONTRACTS – Project Participant Credit Enhancement.” See “THE MASTER POWER SUPPLY AGREEMENTS,” and “THE BONDS – Redemption – Extraordinary Mandatory Redemption.” A schedule of the Termination Payments due in each month during the Initial Interest Rate Period under the Master Power Supply Agreements is attached as APPENDIX I.

The Receivables Purchase Provisions
The Master Power Supply Agreements contain certain provisions (the “Receivables Purchase Provisions”) designed to mitigate risks to Bondholders resulting from non-payments by the Project Participant under the Clean Energy Purchase Contracts. Initially, the Electricity Supplier will be required to purchase, as receivables purchaser (the “Receivables Purchaser”) certain Swap Deficiency Call Receivables and Payment Deficiency Call Receivables (each as defined in APPENDIX C) that result from any non-payment by the Project Participant under the Clean Energy Purchase Contracts, subject to the limitations described herein. An Electricity Supplier Put Receivables Account is established under the Master Electricity Supplier Custodial Agreement, which account will be initially unfunded. J. Aron may, at its option, fund the Electricity Supplier Put Receivables Account in an amount equal to the Put Receivables Funding Requirement (as defined in APPENDIX C). Upon any such funding of the Electricity Supplier Put Receivables Account, the Electricity Supplier’s requirement to purchase Payment Deficiency Call Receivables and Swap Deficiency Call Receivables will become an option to purchase the same, and the Electricity Supplier will be required, upon an Early Termination Payment Date under the Master Power Supply Agreements or upon final maturity of the Bonds, to use the amounts on deposit in the Electricity Supplier Put Receivables Account to purchase any Put Receivables in an amount equal to any deficiency in the Commodity Reserve Account or the Debt Service Reserve Account.

Swap Deficiency Call Receivables. If the Project Participant defaults on its obligation to make any payment under the Clean Energy Purchase Contracts and such payment default results in a Swap Payment Deficiency, the Trustee shall offer to sell to the Electricity Supplier sufficient Swap Deficiency Call Receivables to fund any Swap Payment Deficiency (each as defined in APPENDIX C) resulting from such default. No later than the Business Day following the Electricity Supplier’s receipt of a Swap Deficiency Call Receivables Offer (as defined herein), the Electricity Supplier may elect, in its discretion, to purchase the Call Receivables (as defined herein) referenced in the Swap Deficiency Call Receivables Offer. While the Electricity Supplier Put Receivables Account is unfunded, the Electricity Supplier will be required to purchase such Swap Deficiency Call Receivables with a face value of up to the Minimum Amount (as 8 defined herein) (the “Swap Deficiency Purchase Requirement”), prior to the date CCCFA is required to make its required swap payment under the CCCFA Commodity Swap. The Electricity Supplier will also have the option to purchase Swap Deficiency Call Receivables in excess of the Swap Deficiency Purchase Requirement, and if J. Aron funds the Electricity Supplier Put Receivables Account in the future, the Electricity Supplier’s requirement to purchase Swap Deficiency Call Receivables will become an option to do so in all respects. If the Electricity Supplier does not exercise any option to purchase Swap Deficiency Call Receivables, an Automatic Electricity Delivery Termination Event will occur under the Master Power Supply Agreements. See “THE MASTER POWER SUPPLY AGREEMENTS – Receivables Purchase Provisions – Swap Deficiency Call Receivables” herein.

Payment Deficiency Call Receivables. If the Project Participant defaults on its obligation to make any payment under the Clean Energy Purchase Contracts, the Trustee shall offer to sell to the Electricity Supplier Payment Deficiency Call Receivables resulting from such default. While the Electricity Supplier Put Receivables Account is unfunded, the Electricity Supplier will be required to purchase such Payment Deficiency Call Receivables with a face value of up to the Debt Service Reserve Requirement (as defined herein) (the “Payment Deficiency Call Purchase Requirement”), shortly following nonpayment by the Project Participant. The Electricity Supplier will also have the option to purchase Payment Deficiency Call Receivables in excess of the Payment Deficiency Call Purchase Requirement, and if J. Aron funds the Electricity Supplier Put Receivables Account in the future, the Electricity Supplier’s requirement to purchase Payment Deficiency Call Receivables will become an option to do so in all respects. See “THE MASTER POWER SUPPLY AGREEMENTS – Receivables Purchase Provisions – Payment Deficiency Call Receivables” herein.

Under the Electricity Purchase, Sale and Service Agreements, J. Aron has agreed to purchase all Call Receivables purchased by the Electricity Supplier under the Receivables Purchase Provisions; provided that for any optional purchase of Call Receivables, J. Aron’s obligation to purchase and accept the transfer of such Call Receivables is subject to it having provided its prior written consent to the purchase of such Call Receivables by the Electricity Supplier. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS.”
The Funding Agreement
Upon receipt of the prepayment proceeds from CCCFA under the Master Power Supply Agreements, the Electricity Supplier will lend a portion of such proceeds to the Funding Recipient under the Funding Agreement. The amounts so lent will bear interest at a fixed rate. The Funding Agreement will mature by its terms on the Business Day preceding the Final Maturity Date of the Bonds (the “Funding Agreement Maturity Date”) unless terminated earlier. The Funding Agreement provides for monthly payments of scheduled amounts (the “Scheduled Payments”) by the Funding Recipient, including a final Scheduled Payment of the unamortized balance due under the Funding Agreement on the Funding Agreement Maturity Date or any earlier termination or prepayment date of the Funding Agreement. For a summary of certain provisions of the Funding Agreement, see “THE FUNDING AGREEMENT.” For certain information regarding the Funding Recipient, see APPENDIX K.

The Electricity Supplier expects the monthly Scheduled Payments will provide amounts sufficient to enable the Electricity Supplier to meet its payment obligations (other than those in respect of the Receivables Purchase Provisions) under the Master Power Supply Agreements, the Electricity Purchase, Sale and Service Agreements, and the Electricity Supplier Commodity Swaps.

The ability of the Electricity Supplier to meet its obligations under the Master Power Supply Agreements, the Electricity Purchase, Sale and Service Agreements, and the Electricity Supplier Commodity Swaps will directly and materially depend upon full and timely performance by the Funding 9 Recipient under the Funding Agreement. Any failure by the Funding Recipient to timely pay the Scheduled Payments when due under the Funding Agreement may result in an inability of the Electricity Supplier to meet its contractual obligations to CCCFA and a shortfall in the amounts necessary for CCCFA to pay the principal, interest, Redemption Price and purchase price due on the Bonds. The Funding Agreement is an unsecured obligation of the Funding Recipient. See “INVESTMENT CONSIDERATIONS—Performance by Others.”
The Electricity Purchase, Sale and Service Agreements
Under the Electricity Purchase, Sale and Service Agreements, J. Aron has agreed to sell Electricity during the Delivery Period to the Electricity Supplier to enable the Electricity Supplier to meet its Electricity delivery obligations under the Master Power Supply Agreements. J. Aron is obligated to make payments to the Electricity Supplier for Market Quantities not delivered or taken under the Electricity Purchase, Sale and Service Agreements for any reason, including Force Majeure events and for Assigned Quantities not delivered due to Force Majeure, however neither J. Aron nor the Electricity Supplier has any liability or obligation to the other for any failure, other than due to Force Majeure, to Schedule, receive, or deliver Assigned Electricity under Electricity Purchase, Sale and Service Agreement No. 2.

J. Aron will remarket Electricity and make payments to the Electricity Supplier that enable it to meet its obligations under the Master Power Supply Agreements. J. Aron is appointed as the Electricity Supplier’s agent for taking all actions that the Electricity Supplier is required or permitted to take under the Master Power Supply Agreements, the Electricity Supplier Commodity Swaps, the Re-Pricing Agreement and (with respect to ordinary course transactions) the Electricity Purchase, Sale and Service Agreements.

J. Aron’s Electricity delivery, payment, remarketing and receivables purchase obligations under the Electricity Purchase, Sale and Service Agreements mirror the Electricity Supplier’s obligations under the Master Power Supply Agreements. The Electricity Supplier may net any amounts due and owing to it by J. Aron against its monthly payments to J. Aron, but J. Aron is not entitled to net any amounts due and owing to it against its monthly payments to the Electricity Supplier.

The payment obligations of J. Aron to the Electricity Supplier under the Electricity Purchase, Sale and Service Agreements are unconditionally guaranteed by GSG.

See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS.” The Clean Energy Purchase Contracts
The Clean Energy Purchase Contracts provide for the sale to the Project Participant of the Electricity to be delivered to CCCFA under the Master Power Supply Agreements. Initially, while Electricity is being delivered under the Market Electricity Contracts, the Project Participant will purchase Market Electricity under Clean Energy Purchase Contract No. 1. While Electricity is being delivered under the Assigned Electricity Contracts, however, the Project Participant will purchase Assigned Quantities under Clean Energy Purchase Contract No. 2, provided that if the Assigned Prepay Quantities multiplied by the APC Contract Prices (with respect to Assigned Prepay Quantities under the Initially Assigned PPAs) or the fixed price under the CCCFA Commodity Swap (with respect to Assigned Prepay Quantities under any Replacement Assigned PPA) (“Assigned Prepay Value”) for all assignments are less than the aggregate prepaid value for such Month, then Market Quantities will be delivered for such Month as well. Market Electricity will be delivered to CCCFA and the Project Participant under the Market Electricity Contracts.

However, due to certain State legal requirements with respect to EPS Compliant Energy, under the Assigned Electricity Contracts neither CCCFA nor the Project Participant will have any obligation to take Market Quantities, and the Electricity Supplier will be required to remarket any Market Quantities that are delivered under the Assigned Electricity Contracts.
10 The payments required to be made under the Clean Energy Purchase Contracts constitute the primary and expected sources of the revenues pledged to the payment of the Bonds. The obligations of the Project Participant under the Clean Energy Purchase Contracts are payable solely from revenues of the Project Participant derived from its power customer sales operations.

While Electricity deliveries under the Assigned Electricity Contracts are in effect, CCCFA and the Project Participant will have no liability to each other under Clean Energy Purchase Contract No. 2 with respect to any portion of the Assigned Prepay Quantities that is not delivered in any Month. If Assigned Energy less than the Assigned Prepay Quantities is delivered under an Assigned PPA in any Month for any reason, Master Power Supply Agreement No. 2 contains provisions requiring payments by the Electricity Supplier to CCCFA sufficient to pay debt service on the Bonds in lieu of payments by the Project Participant for Assigned Energy, which payments are described under the headings “THE MASTER POWER SUPPLY AGREEMENTS – Assignment of Power Purchase Agreements – Reconciling insufficient deliveries of Assigned Energy,” “– Failure to Deliver or Receive Electricity – Force Majeure,” and “– Electricity Remarketing – Assigned Electricity” herein.

The Electricity Supplier has agreed to remarket, on a daily or monthly basis, Electricity subject to specific requirements. In the event the Electricity Supplier is unable to remarket any such Electricity, the Electricity Supplier has agreed to purchase such Electricity.

Debt Service and Commodity Reserves
The Indenture establishes funding requirements for various Funds and Accounts, including the Debt Service Account, the Debt Service Reserve Account and the Commodity Reserve Account. Scheduled Debt Service Deposits are required to be made monthly into the Debt Service Account in amounts equal to the accrued debt service on the Bonds. The Debt Service Account, the Debt Service Reserve Account and the Commodity Reserve Account will be invested pursuant to the investment agreements (the “Investment Agreements”). [____________], the provider of the Debt Service Account Investment Agreement, and [____________], the provider of the Reserve Accounts Investment Agreement, respectively (the “Investment Agreement Providers”), have agreed to the timely payment of scheduled amounts due under the Investment Agreements which, together with other Revenues, are expected to provide sufficient monies to CCCFA to pay debt service on the Bonds. See “SECURITY FOR THE BONDS – Investment of Funds.” The Debt Service Reserve Account and the Commodity Reserve Account provide reserves for debt service deposits and payments to the Commodity Swap Counterparty in the event of payment defaults by the Project Participant under the Clean Energy Purchase Contracts. The Debt Service Reserve Requirement is $[__] *
, which is approximately equal to the largest two consecutive monthly Scheduled Debt Service Deposits during the Initial Interest Rate Period. The Minimum Amount required to be on deposit in the Commodity Reserve Account is approximately $[__]*
.

Re-Pricing Agreement
On the Initial Issue Date of the Bonds, CCCFA and the Electricity Supplier will enter into a Re-Pricing Agreement (the “Re-Pricing Agreement”), which provides for (a) the determination of Reset Periods subsequent to the Initial Reset Period to correspond to the related Interest Rate Periods on the Bonds (“Reset Periods”) and (b) the calculation of the amount of the discount (as a percentage) that is available (the “Available Discount Percentage”) for sales of Electricity to the Project Participant under the Clean Energy Purchase Contracts during each Reset Period.
* Preliminary, subject to change.
11 The Initial Reset Period under the Re-Pricing Agreement begins on the first day of [__] 20[__]* and ends on the last day of [__] 20[__]*
, and the second Reset Period is expected to begin on the first day of [__] 20[__]*
. In the event that the Available Discount Percentage for any Reset Period is less than the Minimum Discount Percentage, the Project Participant may elect not to take Electricity during the Reset Period (a “Remarketing Termination Election”) by giving notice of such election to CCCFA, which will result in an Early Termination Payment Date under the Master Power Supply Agreements.

Commodity Swaps
CCCFA will enter into the CCCFA Commodity Swaps under which CCCFA will pay a floating price at a specified pricing point and will receive a fixed price for the monthly notional quantities specified in the CCCFA Commodity Swaps. The Electricity Supplier will enter into the Electricity Supplier Commodity Swaps with the same Commodity Swap Counterparty under which the Electricity Supplier pays a fixed price and the Commodity Swap Counterparty pays a floating price. The notional energy quantities under the Electricity Supplier Commodity Swaps match those under the CCCFA Commodity Swaps and, accordingly, those under the Master Power Supply Agreements. When deliveries of Prepaid Electricity begin under the Assigned Electricity Contracts, the Commodity Swaps will become dormant with respect to Assigned Prepay Quantities being delivered under the Initially Assigned PPAs at fixed prices. Otherwise, cashflows will be active under the Commodity Swaps.

The commodity swap counterparty is Royal Bank of Canada (“Royal Bank” or “Commodity Swap Counterparty”). See “THE COMMODITY SWAPS” and “THE COMMODITY SWAP COUNTERPARTY.” The Electricity Supplier, J. Aron, and GSG
The Electricity Supplier is a Delaware limited liability company organized for the sole purpose of entering into the transactions on its part with respect to the Clean Energy Project described herein. J. Aron is the sole member of the Electricity Supplier (the “Prepay LLC Member”), and will fund the Electricity Supplier with a cash equity contribution, an initial subordinated loan and a contingent subordinate loan that together equal to at least three percent (3.0%) of the outstanding (unamortized) amount of the prepayments under the Master Power Supply Agreements (approximately $[____] million * as of the Initial Issue Date).

J. Aron is wholly owned by GSG, and is engaged principally as a swap dealer and market-maker for Electricity, currencies and derivative contracts thereon. J. Aron’s payment obligations to the Electricity Supplier under the Electricity Purchase, Sale and Service Agreements have been unconditionally guaranteed by GSG. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – Security.” J. Aron, a participant in the commodities business for over 100 years, was acquired in 1981 by GSG, and is the entity through which GSG participates in Electricity markets. J. Aron is a registered swap dealer and market-maker for a wide array of commodity derivative contracts, including Electricity.

J. Aron has market-based rate authority from FERC for energy, capacity and ancillary services sales at market-based rates.

Since 2006, J. Aron has executed more than fifty energy prepayment transactions with municipal utilities and joint action agencies. In 2025, J. Aron sold an average of 7,494 MWh/day to municipal utilities that were not prepaid megawatt-hours. In 2025, J. Aron delivered an average of 72,590 MMBtu/day to municipal utilities outside of prepaid commodity transactions. * Preliminary, subject to change.
12 GSG, together with its consolidated subsidiaries, is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and individuals.

See “GSG, J. ARON AND THE ELECTRICITY SUPPLIER.”
Certain Relationships
The Electricity Supplier, which is the prepaid seller under the Master Power Supply Agreements, the Receivables Purchaser, the counterparty to the Electricity Supplier Commodity Swaps, the buyer under the Electricity Purchase, Sale and Service Agreements and the lender under the Funding Agreement, is wholly owned by J. Aron. J. Aron has the right to direct certain ordinary course actions taken by the Electricity Supplier.

J. Aron is wholly owned by GSG. The payment obligations of J. Aron under the Electricity Purchase, Sale and Service Agreements are unconditionally guaranteed by GSG. Goldman Sachs & Co.

LLC, the Underwriter of the Bonds, is wholly owned by GSG.

The relationships described above could create an actual or apparent conflict of interest. ___________________
This Official Statement includes information regarding and descriptions of CCCFA, the Clean Energy Project, the Electricity Supplier, J. Aron, the Funding Recipient, GSG, the Commodity Swap Counterparty, the Project Participant and the Bonds, and summaries of certain provisions of the Indenture, the Clean Energy Purchase Contracts, the Master Power Supply Agreements, the Electricity Purchase, Sale and Service Agreements, the Funding Agreement, the Commodity Swaps, the Receivables Purchase Provisions, the Re-Pricing Agreement, the Investment Agreements and the Custodial Agreements referred to herein. Such descriptions and summaries do not purport to be complete or definitive, and such summaries are qualified by reference to such documents. Certain of these documents are available to prospective investors during the initial offering period of the Bonds and thereafter to Bondholders, in each case upon request to CCCFA. Descriptions of the Indenture, the Bonds, the Clean Energy Purchase Contracts, the Commodity Swaps, the Investment Agreements, the Custodial Agreements, the Receivables Purchase Provisions, the Re-Pricing Agreement, the Electricity Purchase, Sale and Service Agreements, the Funding Agreement and the Master Power Supply Agreements are qualified by reference to bankruptcy laws affecting the remedies for the enforcement of the rights and security provided therein and the effect of the exercise of police and regulatory powers by federal and state authorities.

This Official Statement describes the terms of the Bonds only during the Initial Interest Rate Period and must not be relied upon after interest on the Bonds is converted to another Interest Rate Period.

INVESTMENT CONSIDERATIONS
The purchase of the Bonds involves certain investment considerations discussed throughout this Official Statement. Prospective purchasers of the Bonds should make a decision to purchase the Bonds only after reviewing the entire Official Statement and making an independent evaluation of the information contained herein. Certain of those investment considerations are summarized below. This summary does not purport to be complete, and the order in which the following investment considerations are presented is not intended to reflect their relative significance.
13 Special and Limited Obligations
The Bonds are special, limited obligations of CCCFA and are payable solely from and secured solely by the Trust Estate pledged pursuant to the Indenture. The Trust Estate includes only the proceeds, revenues, funds and rights related to the Clean Energy Project, as described under “SECURITY FOR THE BONDS – The Indenture” below, and does not include any other revenues or assets of CCCFA. The Bonds are not general obligations of CCCFA, and CCCFA has no taxing power.

Only CCCFA is obligated to pay the Bonds. The Project Participant is not obligated to make payments in respect of the debt service on the Bonds. None of the Electricity Supplier, J. Aron, the Funding Recipient or GSG, is obligated to make debt service payments on the Bonds, and none of them has guaranteed payment of the Bonds.

Structure of the Clean Energy Project
The Master Power Supply Agreements, the Clean Energy Purchase Contracts, the Investment Agreements, the Commodity Swaps, the Indenture, the Receivables Purchase Provisions, the Bonds and related agreements have been structured so that, assuming timely performance and payment by the Electricity Supplier, J. Aron, the Funding Recipient, the Investment Agreement Providers and the Project Participant (or if the Project Participant fails to pay, the performance of the Project Participant Credit Enhancement (as defined herein)), of their respective contractual obligations, the Revenues available to CCCFA from the Clean Energy Project are sufficient at all times to provide for the timely payment of Operating Expenses and the scheduled Debt Service requirements on the Bonds. During the Initial Reset Period, these arrangements include:
• The Electricity Supplier is required to deliver Electricity under the Master Power Supply Agreements to CCCFA such that CCCFA can meet its obligations to the Project Participant under the Clean Energy Purchase Contracts. The Project Participant must make a payment to CCCFA for the Prepaid Electricity actually delivered. In the event the Electricity Supplier fails to deliver, or the Project Participant fails to receive, all of the required Prepaid Electricity in a given Month for any reason, including Force Majeure events, the Electricity Supplier is required to pay certain specified amounts to CCCFA, calculated to allow CCCFA to make Scheduled Debt Service Deposits to pay debt service on the Bonds.

See “THE MASTER POWER SUPPLY AGREEMENTS – Failure to Deliver or Receive Electricity” and “– Electricity Remarketing.”
• While Electricity deliveries under the Assigned Electricity Contracts are in effect, if the Project Participant fails to assign an Assigned PPA to J. Aron, or if the assignment of any Assigned PPA expires or is terminated, and is not replaced, then J. Aron is required to sell and deliver (or remarket on the Electricity Supplier’s behalf) Market Quantities under Electricity Purchase, Sale and Service Agreement No. 2 to the Electricity Supplier so that the Electricity Supplier can meet its obligations to CCCFA under Master Power Supply Agreement No. 2. In the event J. Aron fails to deliver Market Quantities for any reason, including Force Majeure events, it is required to pay certain specified amounts to the Electricity Supplier. The Electricity Supplier may net any amounts due and owing to it by J. Aron against its monthly payments to J. Aron, but J. Aron is not entitled to net any amounts due and owing to it against its monthly payments to the Electricity Supplier. • The Funding Recipient is required to make scheduled monthly payments under the Funding Agreement which will provide the Electricity Supplier with amounts sufficient to make the payments it is required to make to J. Aron under the Electricity Purchase, Sale and Service 14 Agreements and to the Commodity Swap Counterparty under the Electricity Supplier Commodity Swaps (when active).
• The Project Participant has agreed to pay for Electricity tendered for delivery under the Clean Energy Purchase Contracts at the Contract Price. The Project Participant is obligated to pay only for the Market Quantities and Assigned Prepay Quantities actually delivered, as discussed under “THE MASTER POWER SUPPLY AGREEMENTS.” • In the event that the Project Participant fails to pay when due any amounts owed under the Clean Energy Purchase Contracts, CCCFA has covenanted in the Indenture to exercise its right under the Clean Energy Purchase Contracts to suspend further deliveries of Electricity to the Project Participant and to give notice to the Electricity Supplier to follow the provisions of the Master Power Supply Agreements with respect to Electricity for which delivery has been suspended.
• In the event that the Project Participant fails to pay when due any amounts owed under the Clean Energy Purchase Contracts, the Electricity Supplier will initially, while the Electricity Supplier Put Receivables Account remains unfunded, be required to purchase certain Call Receivables, relating to such payment default under the Receivables Purchase Provisions, subject to a cap. If J. Aron elects to fund the Electricity Supplier Put Receivables Account in the future, the Electricity Supplier’s obligation to purchase Call Receivables will become an option to do so. J. Aron has agreed under the Electricity Purchase, Sale and Service Agreements to purchase any such Call Receivables from the Electricity Supplier; provided that J. Aron has provided its prior written consent to the optional purchase thereof by the Electricity Supplier, and to accept the transfer of such Call Receivables as a credit against amounts owed by the Electricity Supplier thereunder. • In the event J. Aron elects to fund the Electricity Supplier Put Receivables Account in the future, and the Project Participant fails to pay when due any amounts owed under the Clean Energy Purchase Contracts, and the Electricity Supplier elects not to purchase such Call Receivables, the Trustee shall withdraw amounts from the Commodity Reserve Account to make any payments then due to the Commodity Swap Counterparty and withdraw amounts from the Debt Service Reserve Account to make deposits to the Debt Service Account. On the maturity of the Bonds or earlier termination of the Clean Energy Project, in the event the Commodity Reserve Account is not funded at a level equal to the Minimum Amount and/or the Debt Service Reserve Account is not funded at a level equal to the Debt Service Reserve Requirement due to the failure of the Project Participant to pay amounts owed, the Trustee is obligated to sell and the Electricity Supplier, as Receivables Purchaser, is obligated to purchase Put Receivables under the Receivables Purchase Provisions.

Amounts on deposit in the Electricity Supplier Put Receivables Account, if funded, may be used, so long as the Bonds remain outstanding, only to pay any amounts due from the Electricity Supplier under the Receivables Purchase Provisions in respect of Put Receivables.
• In the event of a suspension of Electricity deliveries, J. Aron will remarket Electricity pursuant to the Electricity Purchase, Sale and Service Agreements in compliance with the requirements of the Master Power Supply Agreements. The Master Power Supply Agreements require specified payments for all Electricity remarketed or purchased, less certain applicable fees. In the event that J. Aron fails to remediate any non-qualifying or private business use remarketing sales of Electricity within one year, the Electricity Supplier (acting at the direction of the director of the Electricity Supplier appointed by 15 CCCFA) may, subject to certain requirements, appoint a third-party remarketing agent to remediate the non-qualifying or private business use sales. • In the event that any non-qualifying use remarketing sales of Electricity are not remediated within two years and exceed certain cumulative limits, a Ledger Event will occur, subject to certain provisions of the Master Power Supply Agreements. If a Ledger Event occurs, J. Aron will be obligated to pay the Electricity Supplier, and the Electricity Supplier will be obligated to pay CCCFA, scheduled Ledger Event Payments calculated to provide a sum sufficient (together with the interest component of the Scheduled Debt Service Deposits) to enable CCCFA to pay interest on the Bonds at the Increased Interest Rate until, but not including, the earlier of (a) the Final Maturity Date or any prior redemption date with respect to the Bonds, (b) the date on which a Termination Payment Event occurs under the Master Power Supply Agreements, or (c) the Interest Payment Date with respect to the Bonds immediately succeeding the last date on which J. Aron paid the Ledger Event Payments. The Indenture provides that, subject to CCCFA’s receipt of such Ledger Event Payments from the Electricity Supplier, interest on the Bonds will be paid at the Increased Interest Rate after the occurrence of a Ledger Event. If the Electricity Supplier declares an Electricity Delivery Termination Date as a result of a Ledger Event, J. Aron shall have the option, with the consent of the Electricity Supplier, to exercise the J. Aron Acceleration Option, which shall constitute a Termination Payment Event under the Master Power Supply Agreements.
• If the Commodity Swap Counterparty does not make a required payment under the CCCFA Commodity Swap and such payment remains unpaid after the expiration of any grace period, the Custodian under the terms of the Electricity Supplier Custodial Agreement will pay the amount that the Electricity Supplier paid under the Electricity Supplier Commodity Swaps (or in the event of termination of the Electricity Supplier Commodity Swaps, the amount that the Electricity Supplier paid into the custodial account as if the Electricity Supplier Commodity Swaps were still in effect), which such amount is held in custody, to CCCFA, and such payment will be treated as a Commodity Swap Receipt. • If an Electricity Delivery Termination Date occurs under a Master Power Supply Agreements as the result of an Electricity Delivery Termination Event, the Electricity Supplier is required to pay scheduled monthly amounts to CCCFA in lieu of Electricity deliveries, which amounts are sufficient to enable CCCFA to make the Scheduled Debt Service Deposits required by the Indenture.
• If a Termination Payment Event occurs under a Master Power Supply Agreements, the Electricity Supplier is required to pay a scheduled Termination Payment to CCCFA. • Each of the Investment Agreement Providers has agreed to the timely payment of scheduled amounts due under its Investment Agreement, which payments are necessary to provide sufficient monies to CCCFA to pay debt service.

Performance by Others
The ability of CCCFA to pay timely the scheduled debt service on the Bonds depends on the timely performance and payment by (a) the Electricity Supplier under the Master Power Supply Agreements, the Receivables Purchase Provisions, and the Electricity Supplier Commodity Swaps, (b) the Project Participant under the Clean Energy Purchase Contracts (or if the Project Participant fails to pay, the performance of the Project Participant Credit Enhancement), and (c) the Investment Agreement Providers 16 under the Investment Agreements. The failure by any one or more of such parties to meet such obligations could materially and adversely affect the ability of CCCFA to pay timely the scheduled debt service on the Bonds, and to meet its other obligations under the Indenture, the Master Power Supply Agreements, the Clean Energy Purchase Contracts, and the CCCFA Commodity Swaps.

The ability of the Electricity Supplier to meet its performance and payment obligations under the Master Power Supply Agreements, the Electricity Purchase, Sale and Service Agreements and the Electricity Supplier Commodity Swaps will depend directly and materially on timely payment by the Funding Recipient of the amounts due under the Funding Agreement and on timely payment and performance by J. Aron of its obligations under the Electricity Purchase, Sale and Service Agreements. The failure by the Funding Recipient or J. Aron to meet such obligations would materially and adversely affect the ability of the Electricity Supplier to meet its contract obligations to CCCFA, and in turn, the ability of CCCFA to meet its contract obligations, which in the case of the Funding Recipient could impact CCCFA’s ability to pay timely the scheduled debt service on the Bonds.

Failure by the Funding Recipient to make a payment to the Electricity Supplier when due that results in a failure of the Electricity Supplier to make payment to CCCFA under the Master Power Supply Agreements could also result in a Termination Payment Event. Upon the occurrence of a Termination Payment Event (a) the Electricity Supplier will be obligated to pay the scheduled Termination Payments on the Early Termination Payment Date and (b) the Bonds will be subject to extraordinary mandatory redemption.

The scheduled amounts of the Termination Payments, together with the amounts required to be on deposit in certain Funds and Accounts held by the Trustee, have been calculated to provide CCCFA with an amount at least sufficient to redeem all of the Bonds, assuming that the Electricity Supplier, the Funding Recipient, and the Investment Agreement Providers pay and perform their respective contract obligations when due. If the Termination Payments become payable, the Bonds are to be redeemed at their Amortized Value, plus accrued interest, regardless of reinvestment rates at the time. See “THE MASTER POWER SUPPLY AGREEMENTS – Early Termination” and “THE BONDS – Redemption – Extraordinary Mandatory Redemption.”
Electricity Remarketing
If the Project Participant does not require or is unable to receive all or any portion of the Prepaid Electricity that it is obligated to purchase during the Delivery Period under the Clean Energy Purchase Contracts as a result of (i) insufficient demand by its retail customers or (ii) a change in law, the Project Participant may request for CCCFA to arrange for the Electricity Supplier to remarket Assigned Quantities or Market Quantities. Under the Assigned Electricity Contracts (including Master Power Supply Agreement No. 2), if (a) the quantity of Assigned Electricity delivered under an Assigned PPA in any month during an Assignment Period is less than the Assigned Prepay Quantity for such Month (for any reason other than Force Majeure events), (b) an Assigned PPA FM Remarketing Event has occurred and is in effect, or (c) CCCFA is required to cause Market Quantities (which are not EPS Compliant Energy under California law) that otherwise would be delivered under Clean Energy Purchase Contract No. 2 to be remarketed, the Project Participant shall be deemed to request for CCCFA to arrange for the Electricity Supplier to remarket Assigned Quantities or Market Quantities. Under the Master Power Supply Agreements, the Electricity Supplier has agreed, upon written notice from CCCFA or the Trustee, to use Commercially Reasonable Efforts to remarket or cause to be remarketed, such amounts of Electricity as are identified by CCCFA. To the extent the Electricity Supplier is unable to accomplish such remarketing, the Electricity Supplier must purchase any such Electricity for its own account.

California’s Emissions Performance Standard (“EPS”) regulations, codified as Senate Bill 1368 (2006) (“SB 1368”) prevents all California utilities, both privately and publicly owned, from signing long-term contracts to purchase baseload Electricity other than EPS Compliant Energy. Under current law, “EPS 17 Compliant Energy” is Energy from a specified baseload source with greenhouse gas emissions less than or equal to the emissions of greenhouse gases for combined-cycle natural gas baseload generation per unit of power. For baseload generation procured under contracts, a long-term commitment is a contract of five years or longer. As Market Quantities are not from specified sources with qualifying greenhouse gas emissions, Market Quantities would likely not qualify as EPS Compliant Energy under SB 1368 as it is currently in effect. Clean Energy Purchase Contract No. 1 will be in effect for a term of less than five years, and therefore the Project Participant will be permitted to purchase Market Quantities thereunder, but under current legal guidance will be prohibited from purchasing Market Quantities under Clean Energy Purchase Contract No. 2.

The Project Participant will be obligated to exercise Commercially Reasonable Efforts and cooperate with J. Aron to assign Assigned Rights and Obligations to J. Aron prior to the commencement of deliveries under the Assigned Electricity Contracts, and in the event of any expiration, termination or anticipated termination of Assigned Rights and Obligations under the Assigned PPAs. The Project Participant has a number of PPAs, and expects to enter into additional PPAs prior to the beginning of deliveries under the Assigned Electricity Contracts, pursuant to which it purchases Electricity in compliance with the applicable EPS regulations and SB 1368, and some PPAs where its rights and obligations could be assigned to J. Aron. The Project Participant expects to assign one or more of such PPAs, with Assigned Quantities sufficient to reduce Market Quantities to zero, prior to the commencement of deliveries under the Assigned Electricity Contracts. In addition, the Project Participant expects that future baseload Electricity PPAs will comply with EPS regulations and SB 1368, and can be negotiated to allow the assignment of the Project Participant’s rights and obligations thereunder to J. Aron.

Master Power Supply Agreement No. 2, Clean Energy Purchase Contract No. 2, and Electricity Purchase, Sale and Service Agreement No. 2 contemplate that baseload EPS Compliant Energy may become available in the future, in which case CCCFA, the Project Participant, the Electricity Supplier, and J. Aron may agree that J. Aron will procure such EPS Compliant Energy for ultimate delivery to the Project Participant. In the event the Project Participant is unable to assign any Assigned PPAs to J. Aron, or in the event of any expiration or termination of any Assigned PPAs, wherein the Project Participant does not propose (notwithstanding the Project Participant’s commercially reasonable obligation to propose additional assignments, and economic incentives to assign PPAs), or J. Aron does not accept, Replacement Assigned Rights and Obligations under an Assigned PPA, the Electricity Supplier shall be obligated to remarket Market Quantities. Market Quantities are not expected to be delivered or remarketed from the time deliveries under the Assigned Electricity Contracts begin through the end of the Initial Interest Rate Period.

The Electricity Supplier has agreed to use Commercially Reasonable Efforts to remarket energy to Municipal Utilities pursuant to provisions that are intended to maintain the tax-exempt status of interest on the Bonds, but, if the Electricity Supplier cannot do so, the Electricity Supplier is also permitted to remarket Electricity to other governmental entities in Qualified Sales and non-private business use sales, although it is not required to remarket Electricity to any such other governmental entity for a price that is anticipated to be less than the Contract Price. If the Electricity Supplier is unable to remarket Electricity in qualifying sales to Municipal Utilities or to other governmental entities in non-private business use sales, it must purchase the Electricity. Under certain circumstances and upon reaching certain thresholds that are not timely remediated, the remarketing of Electricity to entities other than Municipal Utilities could result in a Ledger Event under the Master Power Supply Agreements.

The Electricity Supplier will depend upon performance by J. Aron under the Electricity Purchase, Sale and Service Agreements to meet its Electricity remarketing obligations under the Master Power Supply Agreements, including particularly the ability of J. Aron to remarket Electricity to Municipal Utilities and to remediate any non-complying sales in order to avoid the occurrence of a Ledger Event under the Master Power Supply Agreements. In the event that there are any non-complying sales that have not been 18 remediated by J. Aron within one year, the Electricity Supplier (acting at the direction of the director of the Electricity Supplier appointed by CCCFA) may appoint a third-party remarketing agent to remediate the outstanding ledger entries instead of J. Aron, subject to certain requirements. In the event that any non-complying remarketing sales of Electricity are not remediated within two years and exceed certain cumulative limits, a Ledger Event will occur, subject to certain provisions of the Master Power Supply Agreements.

If a Ledger Event occurs, J. Aron will be obligated to pay the Electricity Supplier, and the Electricity Supplier will be obligated to pay CCCFA, scheduled Ledger Event Payments calculated to enable CCCFA to pay interest on the Bonds at the Increased Interest Rate. The Indenture provides that, subject to CCCFA’s receipt of such Ledger Event Payments from the Electricity Supplier, interest on the Bonds will be paid at the Increased Interest Rate after the occurrence of a Ledger Event. If the Electricity Supplier designates an Electricity Delivery Termination Date as a result of a Ledger Event, J. Aron shall have the option, with the consent of the Electricity Supplier, to exercise the J. Aron Acceleration Option, which shall constitute a Termination Payment Event under the Master Power Supply Agreements. See “THE MASTER POWER SUPPLY AGREEMENTS – Electricity Remarketing,” “– Ledger Event,” and “– Early Termination,” “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – J. Aron as Agent” and “– Additional Amounts Payable Following a Ledger Event,” and “THE BONDS – Increased Interest Rate Upon Ledger Event.”
The Clean Energy Project is expected to deliver an average of [__] * MWh of Prepaid Electricity each year to the Project Participant during the Initial Interest Rate Period. See “THE MASTER POWER SUPPLY AGREEMENTS – Electricity Remarketing.”
Limitations on Exercise of Remedies
The remedies available to CCCFA under the Master Power Supply Agreements are limited to those described herein. CCCFA has no rights to enforce the provisions of the Funding Agreement, the Electricity Purchase, Sale and Service Agreements or the guarantee of J. Aron’s payment obligations under the Electricity Purchase, Sale and Service Agreements provided by GSG to the Electricity Supplier (the “EPSSA Guaranty”). Neither the Trustee nor the Bondholders have any rights to enforce the Funding Agreement, the Electricity Purchase, Sale and Service Agreements or the related EPSSA Guaranty. See “GSG, J. ARON AND THE ELECTRICITY SUPPLIER – The Electricity Supplier – Organization” for a description of certain consent and voting rights of the director appointed by CCCFA to the Electricity Supplier’s board of directors and related covenants of CCCFA.

The remedies available to the Trustee, CCCFA and the Holders of the Bonds upon an Event of Default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory provisions and judicial decisions, the remedies provided in the Indenture may not be readily available or may be limited.

Enforceability of Contracts
The enforceability of the various legal agreements relating to the Clean Energy Project may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the rights of creditors or secured parties generally, by the exercise of judicial discretion in accordance with general principles of equity and by principles of equity, public policy and commercial reasonableness. The Master Power Supply Agreements and other agreements relating to the Clean Energy Project are executory contracts. If CCCFA, the Electricity Supplier, J. Aron, GSG, the Funding Recipient, the Commodity Swap Counterparty, the Project Participant, the Investment Agreement Providers, or any of the parties with which * Preliminary, subject to change.
19 CCCFA has contracted under such agreements (including the Master Power Supply Agreements) is involved in a bankruptcy proceeding, the relevant agreement could be discharged in return for a claim for damages against the party’s estate with uncertain value. In particular, an insolvency event with respect to the Funding Recipient that results in a delay or a reduction in the payments due under the Funding Agreement will result in insufficient amounts being available to the Electricity Supplier to perform its obligations under the agreements related to the Clean Energy Project to which it is party and therefor may result in insufficient amounts available to CCCFA for the payment of the Bonds, whether on a Bond Payment Date, the Final Maturity Date, the Mandatory Purchase Date or any extraordinary mandatory redemption date. In the event that CCCFA is involved in an insolvency proceeding, the exercise of the remedies afforded to the Trustee under the Indenture may be stayed, and the availability of the Revenues necessary for the payment of the Bonds could be materially and adversely affected.

No Established Trading Market
The Bonds constitute a new issue with no established trading market. Although the Underwriter has informed CCCFA that it currently intends to make a market in the Bonds, it is not obligated to do so and may discontinue any such market making at any time without notice. There can be no assurance as to the development or liquidity of any market for the Bonds. If an active public market does not develop, the market price and liquidity of the Bonds may be adversely affected.

Loss of Tax Exemption on the Bonds
As described below, the opinion of Bond Counsel with respect to the exclusion of interest on the Bonds from gross income for federal income tax purposes is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (the “IRS”) or the courts and is not a guarantee of a result.

The Indenture, CCCFA’s Tax Agreement and the Project Participant’s Federal Tax Certificate with respect to the Bonds, the Master Power Supply Agreements and the Clean Energy Purchase Contracts contain various covenants and agreements on the part of CCCFA and the Project Participant that are intended to establish and maintain the tax-exempt status of the Bonds. CCCFA and the Project Participant have each agreed to abide by the various covenants and agreements designed to protect the tax-exempt status of the Bonds. A failure by CCCFA or the Project Participant to comply with such covenants and agreements could, directly or indirectly, adversely affect the tax-exempt status of the Bonds.

In particular, if the Project Participant requests, or is deemed to have requested, a remarketing of Electricity under the Clean Energy Purchase Contracts, and in the event that any non-complying Electricity remarketing sales are not remediated within two years and exceed certain cumulative limits, a Ledger Event will occur, subject to certain provisions of the Master Power Supply Agreements. Upon the occurrence of a Ledger Event, if J. Aron does not exercise the J. Aron Acceleration Option and the Funding Recipient does not exercise the Funding Recipient Acceleration Option, J. Aron will be required to make Ledger Event Payments to enable CCCFA to pay interest on the Bonds at the Increased Interest Rate. The occurrence of Ledger Event could, under certain circumstances, adversely affect the continued tax-exempt status of interest on the Bonds, if there is not an extraordinary mandatory redemption of the Bonds or other qualified remedial action. See “THE MASTER POWER SUPPLY AGREEMENTS – Electricity Remarketing” and “– Ledger Event,” “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – J. Aron as Agent” and “– Additional Amounts Payable Following a Ledger Event,” and “THE BONDS – Increased Interest Rate Upon Ledger Event,”
20 The Project Participant is obligated to use Commercially Reasonable Efforts to remediate the proceeds of any non-complying Electricity remarketing sales with other qualifying purchases of Electricity, which can include the purchase of Assigned PAYGO Quantities delivered under the Assigned PPAs and the Assigned Electricity Contracts.

Furthermore, the Master Power Supply Agreements provide for circumstances where Electricity deliveries under the Master Power Supply Agreements would cease and the Electricity Supplier would make scheduled monthly payments to CCCFA in order to pay debt service on the Bonds. The use of these scheduled payments (in lieu of payments made by the Project Participant under the Clean Energy Purchase Contracts) to make debt service payments could, under certain circumstances, adversely affect the continued tax-exempt status of interest on the Bonds.

The IRS has an ongoing program of auditing tax-exempt obligations to determine whether, in the view of the IRS, interest on such tax-exempt obligations is includable in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the IRS will commence an audit of the Bonds. If an audit is commenced, under current procedures the IRS may treat CCCFA as a taxpayer and the Bondholders may have no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the Bonds until the audit is concluded, regardless of the ultimate outcome.

Any loss of the tax-exempt status of the Bonds could be retroactive to the date of issuance of the Bonds and could cause all of the interest on the Bonds to be includable in gross income for purposes of federal income taxation. The loss of the tax-exempt status of the Bonds is not a termination event under the Master Power Supply Agreements and will not result in a mandatory redemption of the Bonds. See “THE MASTER POWER SUPPLY AGREEMENTS – Ledger Event” and “– Early Termination” and “TAX MATTERS.”

SECURITY FOR THE BONDS
The Indenture
The Bonds are secured under the Indenture solely by a pledge of and lien on and a security interest in the “Trust Estate,” which is defined in the Indenture to include (a) the proceeds of the sale of the Bonds, (b) all right, title and interest of CCCFA in, to and under the Clean Energy Purchase Contracts (excluding payments related to Assigned PAYGO Electricity and the right to receive the Administrative Fee), (c) the Revenues, (d) any Termination Payment or the right to receive such Termination Payment, (e) all right, title and interest of CCCFA in, to and under the Receivables Purchase Provisions, including payments received from the Electricity Supplier pursuant thereto, and (f) the Pledged Funds (but excluding the Administrative Fee Fund and Rebate Payments held in any Fund or Account), including the investment income, if any, thereof, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein.

The pledge of and lien on the Trust Estate in favor of the Bonds is subject to (x) the provisions of the Indenture permitting the application of the Trust Estate, the proceeds of the Bonds and the Revenues for the purposes and on the terms and conditions set forth therein, including the first charge on the Revenues to pay the Commodity Swap Payments, and (y) a prior lien on and security interest in the Commodity Reserve Account and the amounts and investments on deposit therein in favor of the Commodity Swap Counterparty and Project Participant.

The term “Revenues” is defined in the Indenture to include (a) all revenues, income, rents, user fees or charges, and receipts derived or to be derived by CCCFA from or attributable or relating to the ownership 21 and operation of the Clean Energy Project, including all revenues attributable or relating to the Clean Energy Project or to the payment of the costs thereof received or to be received by CCCFA under the Clean Energy Purchase Contracts and the Master Power Supply Agreements or otherwise payable to the Trustee for the account of CCCFA for the sale and/or transmission of Electricity or otherwise with respect to the Clean Energy Project; (b) interest received or to be received on any moneys or securities (other than moneys or securities held in the Acquisition Account in the Project Fund, moneys or securities held in the Redemption Account in the Debt Service Fund or that portion of moneys in the Operating Fund required for Rebate Payments) held pursuant to the Indenture and paid or required to be paid into the Revenue Fund; (c) any Commodity Swap Receipts received by the Trustee on behalf of CCCFA; and (d) any Subsidy Payments (as defined in APPENDIX C) received by the Trustee, on behalf of CCCFA, in accordance with the terms of the Indenture. The term “Revenues” does not include (i) any amounts received under the Clean Energy Purchase Contracts with respect to Assigned PAYGO Electricity; (ii) any Termination Payment paid pursuant to a Master Power Supply Agreement; (iii) any amounts received from the Electricity Supplier that are required to be deposited into the Remarketing Reserve Fund and into the Debt Service Account pursuant to the terms of the Indenture; (iv) any Assignment Payment (as defined in APPENDIX C) received from the Electricity Supplier; (v) any amounts paid by the Project Participant in respect of the Administrative Fee; (vi) payments received from the Electricity Supplier pursuant to the Receivables Purchase Provisions (except as otherwise provided in the third paragraph under “–Debt Service Account” below); (vii) payments received under the Clean Energy Project Operational Services Agreement; (viii) any Seller Swap MTM Payment (as defined in APPENDIX C) payable to CCCFA; and (ix) any Ledger Event Payments, all of which are to be deposited pursuant to the provisions of the Indenture. The Revenues are to be applied in accordance with the priorities established under the Indenture. See “– Flow of Funds” below.

The term “Operating Expenses” is defined in the Indenture to mean, to the extent properly allocable to the Clean Energy Project: (a) CCCFA’s expenses for operation of the Clean Energy Project, including Rebate Payments, costs, collateral deposits and other amounts (other than Commodity Swap Payments) necessary to maintain any CCCFA Commodity Swap, and payments required under the Master Power Supply Agreements (which may, under certain circumstances, include imbalance charges and other miscellaneous payments) or required to be incurred under or in connection with the performance of CCCFA’s obligations under the Clean Energy Purchase Contracts, including any Assigned Product Reimbursement Payment (as defined in APPENDIX C); (b) any other current expenses or obligations required to be paid by CCCFA under the provisions of the Indenture (other than Debt Service on the Bonds, deposits to the Commodity Reserve Account or the Debt Service Reserve Account, any Cost of Acquisition, and any amounts for the repurchase of Receivables) or by law or required to be incurred under or in connection with the performance of CCCFA’s obligations under the Clean Energy Purchase Contracts; (c) fees payable by CCCFA with respect to any Remarketing Agreement; (d) the fees and expenses of the Fiduciaries; (e) reasonable accounting, legal and other professional fees and expenses, and all other reasonable administrative and operating expenses of CCCFA, which are incurred by CCCFA with respect to the Bonds, the Indenture, or the Clean Energy Project, including but not limited to those relating to the administration of the Trust Estate and compliance by CCCFA with its continuing disclosure obligations, if any, with respect to the Bonds; and (f) the costs of any insurance premiums incurred by CCCFA, including, without limitation, directors and officers liability insurance allocable to the Clean Energy Project.

Litigation judgments and settlements and indemnification payments in connection with the payment of any litigation, judgment or settlement, and Extraordinary Expenses (as defined in APPENDIX C) are not Operating Expenses.

THE BONDS DO NOT CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF CCCFA, THE

MEMBERS, THE PROJECT PARTICIPANT OR ITS MEMBERS, THE STATE, OR ANY POLITICAL SUBDIVISION OF THE STATE. THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF CCCFA PAYABLE SOLELY FROM AND 22 SECURED SOLELY BY THE TRUST ESTATE, IN THE MANNER AND TO THE EXTENT PROVIDED FOR IN THE INDENTURE. CCCFA HAS NO TAXING POWER.

THE OBLIGATIONS OF THE PROJECT PARTICIPANT TO MAKE PAYMENTS TO CCCFA UNDER THE

CLEAN ENERGY PURCHASE CONTRACTS ARE NOT, NOR SHALL THEY BE CONSTRUED AS, A GUARANTY OR ENDORSEMENT OF OR A SURETY FOR, THE BONDS. SUCH OBLIGATIONS OF THE PROJECT PARTICIPANT ARE

NOT GENERAL OBLIGATIONS OF THE PROJECT PARTICIPANT, AND ARE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE SALES OF ENERGY TO ITS CUSTOMERS. THE INDENTURE DOES NOT

MORTGAGE THE CLEAN ENERGY PROJECT OR ANY TANGIBLE PROPERTIES OR ASSETS OF CCCFA OR THE PROJECT PARTICIPANT.

See APPENDIX C for definitions of certain terms, and APPENDIX D for a further description of certain provisions of the Indenture.

Flow of Funds
All Revenues are required by the Indenture to be deposited promptly by the Trustee upon receipt thereof into the Revenue Fund. In each calendar month (“Month”) during which there is a deposit of Revenues into the Revenue Fund (but in no case later than the respective dates set forth below), the Trustee is required to credit to or transfer to the required party for deposit in the Funds and Accounts indicated below, as applicable, and otherwise make payments as appropriate and to the extent available from amounts held in the Revenue Fund, in the following order the amounts set forth below (such application to be made in such a manner so as to assure good funds are available on the respective dates set forth below):

First, to the Operating Fund, not later than the 25th day of such Month, the amount, if any, required so that the balance therein is equal to the amount necessary for the payment of Commodity Swap Payments coming due for such Month;
Second, to the Debt Service Fund, not later than the last Business Day of such Month, for the credit of the Debt Service Account an amount equal to the greater of (a) the Scheduled Debt Service Deposit, as set forth in the Indenture, or (b) the amount necessary to cause an amount equal to the cumulative unpaid Scheduled Debt Service Deposits due through such date to be on deposit therein;
Third, to the Commodity Reserve Account in the Project Fund, not later than the last Business Day of such Month, the amount, if any, required so that the balance in the Commodity Reserve Account is at least equal to the Minimum Amount; Fourth, to the Debt Service Fund, not later than the last Business Day of such Month, for deposit in the Debt Service Reserve Account, the amount, if any, required so that the balance in such Debt Service Reserve Account shall equal the Debt Service Reserve Requirement related thereto as of the last day of the then current Month;
Fifth, to the Electricity Supplier, not later than the last Business Day of such Month, the amount, if any, required for the repurchase of Receivables, and the payment of interest on all receivables sold to the Electricity Supplier pursuant to the Receivables Purchase Provisions; and Sixth, to the Administrative Fee Fund, amounts representing the Administrative Fee.

If, after a scheduled monthly deposit to the Debt Service Account, the balance therein is below the cumulative Scheduled Debt Service Deposits for such month as specified in the Indenture, the Trustee is 23 required to immediately notify CCCFA of such deficiency, and the Trustee shall (a) if CCCFA has not previously done so, cause CCCFA to suspend all deliveries of all quantities of Electricity under a Clean Energy Purchase Contract if the Project Participant is in default thereunder, and (b) promptly give notice to the Electricity Supplier to follow the remarketing provisions set forth in the Master Power Supply Agreements.

On each [__] 1*
, commencing [__] 1, 20[__] *, after (a) the deposit of Revenues into the Revenue Fund and (b) making such transfers, credits and deposits as described in the first paragraph of this section “Flow of Funds,” the Trustee is required to credit to the General Reserve Fund the remaining balance in the Revenue Fund. See “Revenues and Revenue Fund” and “Payments into Certain Funds” in APPENDIX D.

As noted above, certain amounts are pledged as a part of the Trust Estate but do not constitute Revenues and are not deposited into the Revenue Fund, including (a) any Termination Payment received under the Master Power Supply Agreements which is to be deposited into the Redemption Account, (b) any payments received from the Electricity Supplier under the Receivables Purchase Provisions, which are to be deposited into the Debt Service Account, the Commodity Reserve Account, the Redemption Account, or the Operating Fund as provided in the Indenture, (c) Ledger Event Payments, which are to be deposited directly into the Debt Service Account as provided in the Indenture, and (d) amounts representing the Administrative Fee, together with any amounts paid by the Project Participant under the Clean Energy Project Operational Services Agreement, which shall be paid as received by CCCFA into the Administrative Fee Fund.

Debt Service Account
The Indenture establishes a Debt Service Account which is held by the Trustee. The amounts deposited into the Debt Service Account under the Indenture are to be held in such Account and applied to the payment of Debt Service payable on each Bond Payment Date. Amounts on deposit in the Debt Service Account will be invested pursuant to the Debt Service Account Investment Agreement (defined below), which will permit scheduled withdrawals to pay debt service on the Bonds and, in the case of extraordinary redemption, to pay the Redemption Price.

The Indenture contains certain provisions that require the Trustee, when the Project Participant defaults on its obligation to make any payment under the Clean Energy Purchase Contracts, to make a Payment Deficiency Call Receivables Offer a Swap Deficiency Call Receivables Offer for the purchase of Call Receivables, or a Put Receivables Offer for the purchase of Put Receivables, to the Electricity Supplier on behalf of CCCFA as required by the Receivables Purchase Provisions. Such provisions vary depending on whether a Put Receivables Account Funding Date has occurred. For a complete description of such provisions, see “Debt Service Account” in APPENDIX D.

Debt Service Reserve Account
The Indenture establishes a Debt Service Reserve Account which is held by the Trustee. Amounts in the Debt Service Reserve Account are to be applied only (a) in the event that the Project Participant fails to make a payment when due under a Clean Energy Purchase Contract on or after the Put Receivables Account Funding Date, to make required monthly deposits to the Debt Service Account to pay debt service on the Bonds when other available funds are insufficient or (b) in the event of the defeasance of any Bonds, to be held for the payment of the principal or Redemption Price, if applicable, and interest on the Bonds * Preliminary, subject to change.
24 being defeased. Whenever the moneys on deposit in the Debt Service Reserve Account exceed the Debt Service Reserve Requirement, the Trustee is required to transfer such excess to the Revenue Fund.

The Debt Service Reserve Requirement is $[__] *
, which is approximately equal to the largest two
consecutive monthly Scheduled Debt Service Deposits to be made to the Debt Service Account during the Initial Interest Rate Period from the amounts payable by the Project Participant under the Clean Energy Purchase Contracts. On the date of issuance of the Bonds, CCCFA will deposit from a portion of the proceeds of the Bonds an amount equal to the Debt Service Reserve Requirement into the Debt Service Reserve Account, which amount will be invested pursuant to the below-defined Reserve Accounts Investment Agreement. See “SOURCES AND USES OF FUNDS.” See also “– Investment of Funds” below.

Commodity Reserve Account
CCCFA will deposit in the Commodity Reserve Account a portion of the proceeds of the Bonds in an amount equal to $[__]* (the “Minimum Amount”). Amounts credited to the Commodity Reserve Account shall be applied by the Trustee to (i) the payment of Commodity Swap Payments in the event the amounts on deposit in the Operating Fund are not sufficient to make such payments, and (ii) any Assigned Product Reimbursement Payment, to the extent that the Trustee determines on the Business Day prior to the transfer in any month into the Operating Fund pursuant to the Indenture that, after taking into account amounts to be transferred into the Operating Fund pursuant to the Indenture, there will not be sufficient amounts available in the Operating Fund for payment of such Assigned Product Reimbursement Payment; provided that, (a) any amounts in the Commodity Reserve Account in excess of the Minimum Amount shall be transferred by the Trustee to the Revenue Fund, and (b) any amounts remaining on deposit in the Commodity Reserve Account on the final date for payment of the principal of the Bonds, whether upon maturity, redemption or acceleration, shall be applied to make such payment. The amount deposited in the Commodity Reserve Account will be invested pursuant to the Reserve Accounts Investment Agreement.

See “THE MASTER POWER SUPPLY AGREEMENTS – Receivables Purchase Provisions” herein and “– Investment of Funds” below.

Redemption Account
Any Termination Payment received by CCCFA as a result of a Termination Payment Event under the Master Power Supply Agreements shall be deposited into the Redemption Account. In addition, all amounts received by the Trustee pursuant to the Receivables Purchase Provisions in respect of Put Receivables sold pursuant to the Indenture to fund the redemption of the Bonds in connection with any Early Termination Payment Date are to be deposited in the Redemption Account and applied to payment of the Redemption Price of and interest on the Bonds on the applicable redemption date. Amounts deposited into the Redemption Account are to be applied by the Trustee to the payment of the Redemption Price of and interest on the Bonds pursuant to the Indenture as described under “THE BONDS – Redemption – Extraordinary Mandatory Redemption.”
Administrative Fee Fund
All Administrative Fees, together with any amounts paid by the Project Participant pursuant to the Clean Energy Project Operational Services Agreement, are required to be deposited by the Trustee into the Administrative Fee Fund. The Trustee shall apply amounts on deposit in the Administrative Fee Fund to pay Operating Expenses promptly upon receipt of a Written Request of CCCFA directing such payment.

In the event amounts on deposit in the Administrative Fee Fund are insufficient to make any payments * Preliminary, subject to change.
25 directed in the Written Request of CCCFA, the Trustee is required to promptly notify the Project Participant, at its address shown in the Indenture, of the fact and amount of such deficiency.

Restriction on Additional Obligations
Except as expressly permitted under the terms of the Indenture, for so long as any Bonds are Outstanding, CCCFA shall not, without a Rating Confirmation, issue any bonds, notes, debentures or other evidences of indebtedness of similar nature payable from or secured by a pledge and assignment of the Trust Estate, other than the Bonds and bonds, notes, debentures or other evidences of indebtedness issued to refund Outstanding Bonds, or otherwise incur obligations other than those contemplated by the Indenture, the Master Power Supply Agreements, the Clean Energy Purchase Contracts, the CCCFA Custodial Agreement, the CCCFA Commodity Swaps, and any documents or agreements relating to any of the foregoing (including, but not limited to, obligations under Qualified Investments), payable out of or secured by a pledge or assignment of, or lien on, the Trust Estate; and, except as expressly permitted under the terms of the Indenture, shall not, without a Rating Confirmation, create or cause to be created any lien or charge on the Trust Estate except as provided in or contemplated by the Indenture, the Master Power Supply Agreements, the Clean Energy Purchase Contracts, the CCCFA Custodial Agreement, the CCCFA Commodity Swaps, and any documents or agreements relating to any of the foregoing (including, but not limited to, obligations under Qualified Investments); provided, however, that nothing contained in the Indenture shall prevent CCCFA from entering into or issuing, if and to the extent permitted by law (a) evidences of indebtedness (1) payable out of moneys in the Project Fund as part of the Cost of Acquisition or (2) payable out of or secured by a pledge and assignment of the Trust Estate or any part thereof to be derived on and after such date as the pledge of the Trust Estate provided in the Indenture shall be discharged and satisfied as provided therein, or (b) the CCCFA Commodity Swaps upon the terms and conditions set forth in the Indenture.

Amendment of Indenture
CCCFA and the Trustee may, subject to the conditions and restrictions in the Indenture, enter into a Supplemental Indenture or Indentures without the consent of the Bondholders which, for certain purposes may only be accomplished upon receipt of a Rating Confirmation. See “Amendments Permitted,” and “General Provisions” in APPENDIX D hereto.

Investment of Funds
Subject to the provisions of the Indenture, amounts on deposit in the Funds and Accounts may be invested in, among other things, guaranteed investment contracts, forward delivery agreements or similar agreements providing for a specified rate of return over a specified time period if and to the extent that the obligated party thereunder is rated (or receives credit support from an entity rated) at least at a rating which will not impair, or cause the Bonds to fail to retain, the rating then assigned by each Rating Agency rating the Bonds. See APPENDIX C and “Investment of Certain Funds” in APPENDIX D hereto.

On the date of delivery of the Bonds, it is expected that the Trustee will enter into (a) an investment agreement with respect to the Debt Service Account (the “Debt Service Account Investment Agreement”) and (b) an investment agreement with respect to the Commodity Reserve Account and the Debt Service Reserve Account (the “Reserve Accounts Investment Agreement” and, together with the Debt Service Account Investment Agreement, the “Investment Agreements”). Each Investment Agreement will have a term coterminous with the Initial Interest Rate Period and is required to meet all of the criteria of a Qualified Investment under the Indenture and is expected to be bid out on the day of Bond pricing to qualified investment providers.
26 Any initial Investment Agreement provider will be required to have a minimum credit rating requirement for the provider (or its guarantor) of at least “[__]” by Moody’s. The Investment Agreements will provide that upon any credit rating withdrawal, suspension or downgrade (a “Credit Downgrade”) of the Investment Agreement provider (or its guarantor) below the lower of “[__]” by Moody’s or the then-current rating of the Funding Recipient, CCCFA will have the right to terminate such agreement unless the applicable Investment Agreement allows the provider to first provide a credit remedy. Upon a Credit Downgrade of any Investment Agreement provider (or its guarantor) below “[__]” by Moody’s CCCFA will have the right to terminate such agreement, unless the parties mutually agree to a credit remedy.

If an Investment Agreement terminates, all invested funds are returned to the Trustee and a market value adjustment payment may be made or received, as applicable.

Each Investment Agreement will provide for a fixed interest rate to be paid on the funds invested.

The Debt Service Account Investment Agreement will provide for scheduled withdrawals in connection with each Bond Payment Date. The Reserve Accounts Investment Agreement will permit (a) withdrawals from the Commodity Reserve Account to make up payment shortfalls to the Commodity Swap Counterparty, and in the event J. Aron fails to make payments due under the Assigned PPAs, and there is a deficiency in the Operating Fund, withdrawals to repay the Project Participant under the Clean Energy Purchase Contracts and (b) withdrawals from the Debt Service Reserve Account to cure any deficiencies in the Debt Service Account. Upon transaction termination, whether by extraordinary mandatory redemption or final maturity, the funds invested under the Investment Agreements will be used to pay the redemption price or debt service due on the Bonds.

Enforcement of Project Agreements
Clean Energy Purchase Contracts. CCCFA has covenanted in the Indenture that it will enforce the provisions of the Clean Energy Purchase Contracts, as well as any other contract or contracts entered into relating to the Clean Energy Project, and that it will duly perform its covenants and agreements thereunder.

CCCFA has also covenanted to promptly exercise its right to suspend all Electricity deliveries under the Clean Energy Purchase Contracts if the Project Participant fails to pay when due any amounts owed thereunder and to promptly give notice to the Electricity Supplier to follow provisions set forth in the Remarketing Exhibit to the Master Power Supply Agreements for each Month of such suspension with respect to the quantities of Electricity for which deliveries have been suspended.

CCCFA has further covenanted that it will not consent or agree to or permit any termination or rescission of, any assignment or novation (in whole or in part) by the Project Participant of, or amendment to, or otherwise take any action under or in connection with the Clean Energy Purchase Contracts that will impair the ability of CCCFA to comply during the current or any future year with its covenant regarding the collection of fees and charges pursuant to the Indenture. Under the Indenture, upon the satisfaction of certain conditions, including delivery of a Rating Confirmation from each rating agency then rating the Bonds, CCCFA may agree to amend the Clean Energy Purchase Contracts or to an assignment or novation of all or a portion of the Project Participant’s rights and obligations under a Clean Energy Purchase Contract.

Electricity Remarketing. If, after a scheduled monthly deposit to the Debt Service Account, the balance therein is below the cumulative Scheduled Debt Service Deposits for such month as specified in the Indenture, the Trustee must immediately notify CCCFA of such deficiency, and the Trustee must (a) if CCCFA has not previously done so, cause CCCFA to suspend all deliveries of all quantities of Electricity under a Clean Energy Purchase Contract to the Project Participant if the Project Participant is then in default thereunder, and (b) promptly give notice to the Electricity Supplier to follow the provisions set forth in the 27 Remarketing Exhibit to the Master Power Supply Agreements. While the Electricity Supplier is remarketing Electricity under the Master Power Supply Agreements with advance notice from CCCFA or the Trustee, it is generally obligated to pay to CCCFA actual sale proceeds from remarketed Electricity, or the day-ahead price (less a discount, which may vary under certain circumstances) for the point where the Electricity would otherwise be delivered. See “THE MASTER POWER SUPPLY AGREEMENTS – Electricity Remarketing.”
Events of Default; Additional Actions. CCCFA has covenanted that, if an Event of Default has occurred and is continuing under the Indenture, CCCFA will, upon the demand of the Trustee (i) take such additional actions on its part as shall be necessary to cause the Project Participant to make payments of all amounts due under the Clean Energy Purchase Contracts to the Trustee, (ii) take such additional actions on its part as shall be necessary to cause the Commodity Swap Counterparty to make payment of all amounts due under the CCCFA Commodity Swaps directly to the Trustee, (iii) execute and deliver such additional instruments that may be necessary to establish or confirm CCCFA’s pledge and assignment to the Trustee of its rights and remedies afforded CCCFA under the Clean Energy Purchase Contracts, and (iv) pay over or cause to be paid over to the Trustee any Revenues which have not been paid directly to the Trustee as promptly as practicable after receipt thereof. In addition, to secure its obligations under the Indenture, CCCFA has irrevocably pledged and collaterally assigned to the Trustee CCCFA’s rights to issue notices (including notices to direct the remarketing of Electricity) and to take any other actions that CCCFA is required or permitted to take under the Master Power Supply Agreements, the Receivables Purchase Provisions, the Clean Energy Purchase Contracts, and the CCCFA Commodity Swaps, and, while an Event of Default has occurred and is continuing under the Indenture, the Trustee is authorized and directed, and has the authority, to take any such actions as it deems necessary under the Master Power Supply Agreements, the Receivables Purchase Provisions and the Clean Energy Purchase Contracts.

Notwithstanding such authorization, CCCFA shall retain, in the absence of any conflicting action by the Trustee while an Event of Default has occurred and is continuing, the right and obligation to exercise any rights which it has pledged and collaterally assigned to the Trustee in accordance with the foregoing; provided, however, if an Event of Default has occurred and is continuing, the Trustee shall have the right to notify CCCFA to cease exercising such rights and, upon receipt of such notice with a copy provided to the Electricity Supplier under the Master Power Supply Agreements and the Project Participant under the Clean Energy Purchase Contracts, the Trustee shall have exclusive authority to exercise such rights until such time as the Event of Default has been cured pursuant to the terms of the Indenture or the Trustee issues a subsequent notice otherwise. The Master Power Supply Agreements, the Clean Energy Purchase Contracts and the CCCFA Commodity Swaps may be amended at any time for changes in Delivery Points as provided therein, without the consent of the Bondholders or any parties other than those to the relevant agreement, and without the provision of opinions or other process under the Indenture.

Master Power Supply Agreements. CCCFA has covenanted in the Indenture that it will enforce the provisions of the Master Power Supply Agreements and that it will duly perform its covenants and agreements under the Master Power Supply Agreements.

The Trustee will promptly notify CCCFA of any payment default that has occurred and is continuing on the part of the Electricity Supplier under the Master Power Supply Agreements. CCCFA will provide the Trustee with Written Notice of the Early Termination Payment Date (a) on the date on which a Failed Remarketing (defined below) occurs, and (b) in all other cases, not more than five (5) Business Days after such date is determined.

CCCFA has further covenanted that it will not consent or agree to or permit any assignment of, rescission of, or amendment to or otherwise take any action under or in connection with the Master Power Supply Agreements which will in any manner materially impair or materially adversely affect its rights thereunder or the rights or security of the Bondholders under the Indenture; provided, that the Master Power 28 Supply Agreements may be assigned or amended without Bondholder consent upon receipt of a Rating Confirmation with respect to such assignment or amendment.

SOURCES AND USES OF FUNDS
The sources and uses of funds in connection with the issuance of the Bonds are approximately as follows:

SOURCES:

Par Amount $
Original Issue Premium
Total Sources $
USES:

Deposit to Project Fund1 $
Deposit to Debt Service Account2
Deposit to Debt Service Reserve Account
Deposit to Commodity Reserve Account
Costs of Issuance3
Total Uses $
__________________
1 Includes the prepayment amounts.
2 Represents capitalized interest on the Bonds (which will be transferred to the Debt Service Account). 3 Includes management, consulting, underwriting, rating agency, Trustee, municipal advisor, legal and other fees and other expenses related to the issuance of the Bonds and the acquisition of the Clean Energy Project.

THE BONDS
General
The Bonds will mature (subject to redemption as described below) on the dates and in the principal amounts shown on the inside cover page of this Official Statement. The Bonds will be initially issued in denominations of $5,000 and any integral multiples thereof (an “Authorized Denomination”). The Bonds will be initially issued in book-entry only form through the facilities of The Depository Trust Company, Brooklyn, New York (“DTC”). See “THE BONDS – Book-Entry System” and APPENDIX G for a description of DTC and its book-entry system.

Interest
From their Initial Issue Date to but not including [__]* (the “Initial Interest Rate Period”), the Bonds will bear interest in a Term Rate Period, with the Bonds of each maturity bearing interest at the fixed rates shown on the inside cover page of this Official Statement. During the Initial Interest Rate Period, interest on the Bonds will be payable semiannually on [__] 1* and [__] 1* of each year, commencing [__] 1, 20[__] *
. During the Initial Interest Rate Period, interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months.

After the Initial Interest Rate Period, the Outstanding Bonds may be remarketed or converted to another Term Rate Period, or may be remarketed or converted to one or more of an Index Rate Period, a Daily Interest Rate Period, a Weekly Interest Rate Period, a Commercial Paper Interest Rate Period, or a * Preliminary, subject to change.
29 combination of Interest Rate Periods. This Official Statement describes the terms of the Bonds only during the Initial Interest Rate Period and must not be relied upon after the Bonds have been converted to another Interest Rate Period.

Interest on any Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date, shall be paid to the Person in whose name that Bond is registered at the close of business on the 15th day of the Month (whether or not such day is a Business Day) immediately preceding the Month in which such Interest Payment Date falls (the “Regular Record Date”).

Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”), shall forthwith cease to be payable to the Person who was the registered owner on the relevant Regular Record Date; and such Defaulted Interest shall be paid by CCCFA to the Persons in whose names the Bonds are registered at the close of business on a date (the “Special Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner:

CCCFA shall notify the Bond Registrar in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment, and at the same time CCCFA shall deposit with the Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in the Indenture. Thereupon the Bond Registrar is required to fix a Special Record Date for the payment of such Defaulted Interest which will not be more than 15 days or less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Bond Registrar of written notice of the proposed payment. The Bond Registrar shall promptly notify CCCFA of such Special Record Date and, in the name and at the expense of CCCFA, will cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Bondholder at its address as it appears upon the registry books, not less than 10 days prior to such Special Record Date.

Increased Interest Rate Upon Ledger Event
Pursuant to the Electricity Purchase, Sale and Service Agreements, if a Ledger Event occurs, and J. Aron does not exercise the J. Aron Acceleration Option and the Funding Recipient does not exercise the Funding Recipient Acceleration Option, J. Aron will be obligated to pay the Electricity Supplier, and pursuant to the Master Power Supply Agreements, the Electricity Supplier will be obligated to pay CCCFA, scheduled Ledger Event Payments to enable CCCFA to pay additional interest on the Bonds at the Increased Interest Rate of 8.00% per annum. The Indenture provides that, subject to CCCFA’s receipt of such Ledger Event Payments from the Electricity Supplier, interest on the Bonds will be paid at the Increased Interest Rate after the occurrence of a Ledger Event.

See “THE MASTER POWER SUPPLY AGREEMENTS – Ledger Event” below for a description of the provisions of the Master Power Supply Agreements relating to a Ledger Event and the amounts payable by the Electricity Supplier to CCCFA following a Ledger Event. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – Additional Amounts Payable Following a Ledger Event” below for a description of the provisions of the Electricity Purchase, Sale and Service Agreements relating to the amounts payable by J. Aron to the Electricity Supplier following a Ledger Event.

If a Ledger Event occurs, and J. Aron does not exercise the J. Aron Acceleration Option and the Funding Recipient does not exercise the Funding Recipient Acceleration Option, and J. Aron makes the Ledger Event Payments, the Bonds will bear interest at the Increased Interest Rate from and including the day on which such Ledger Event occurs to but not including the earlier of (a) the date on which a Termination Payment Event occurs under the Master Power Supply Agreements, (b) the Final Maturity 30 Date or any prior redemption date with respect to the Bonds, and (c) the Interest Payment Date with respect to the Bonds immediately succeeding the last date on which J. Aron paid the Ledger Event Payments.

Interest on the Bonds at the Increased Interest Rate will be payable on each regular Interest Payment Date, any redemption date, and the Final Maturity Date. CCCFA will give prompt written notice to the Trustee of (i) the occurrence and date of a Ledger Event (which shall be the first day of the related Increased Interest Rate Period), and (ii) the occurrence and date of any Termination Payment Event (which shall be the last day of the related Increased Interest Rate Period). Interest on the Bonds at an Increased Interest Rate will be computed on the same basis as computed for the Bonds and will be payable in the same manner as the interest borne by the Bonds on the Initial Issue Date.

For purposes of the Indenture:
(a) any Ledger Event Payments received by CCCFA from the Electricity Supplier in respect of a Ledger Event shall not constitute an item of “Revenues” and shall be deposited directly into the Debt Service Account; and
(b) the Scheduled Debt Service Deposits required by the Indenture shall be computed on the basis of the interest rates borne by the Bonds on the Initial Issue Date and shall not be increased in the event that any Series of Bonds bears interest at the Increased Interest Rate.

Tender
Mandatory Tender at the Option of CCCFA. The Bonds maturing on the Final Maturity Date are subject to mandatory tender for purchase at the option of CCCFA in whole or in part on any Business Day on and after the first Business Day of the third (3rd) month preceding the Final Maturity Date (i.e., on and after [___________] *
), at a Purchase Price calculated by a quotation agent selected by CCCFA equal to the Amortized Value thereof (as of the first Business Day of the month of purchase), plus $0.__ per $1,000 of the principal amount thereof, together with accrued and unpaid interest to the date selected by CCCFA for the mandatory tender and purchase of the Bonds (the “Mandatory Purchase Date”); provided that, if the Mandatory Purchase Date is the Final Maturity Date, the Purchase Price shall be 100% of the principal amount of the Bonds. The obligation of CCCFA to purchase the Bonds will be subject to the condition that it shall have received funds sufficient to pay the Purchase Price of the Bonds on or prior to the Mandatory Purchase Date and to such other conditions as CCCFA shall deem necessary, which conditions shall be stated in the notice of mandatory tender given pursuant to the Indenture. The Purchase Price of the Bonds on the Mandatory Purchase Date is payable in immediately available funds first from amounts on deposit in the Remarketing Proceeds Account established by the Indenture and second from amounts on deposit in Issuer Purchase Account established by the Indenture. Accrued interest due on any Bonds to be purchased on the Mandatory Purchase Date, which is an Interest Payment Date, shall be paid from amounts on deposit in the Debt Service Account of the Debt Service Fund on such date.

The Purchase Price of any Bond so purchased shall be payable only upon surrender of such Bond to the Trustee at its designated corporate trust office, accompanied by an instrument of transfer thereof, in form satisfactory to the Trustee, executed in blank by the Owner thereof or by the Owner’s duly-authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange at or prior to 10:00 a.m., New York City time on the date specified for such delivery.

Notice of a mandatory tender is to be given no less than 30 days prior to the applicable Mandatory Purchase Date. In the event that any Owner of a Bond so subject to mandatory tender for purchase shall not surrender such Bond to the Trustee for purchase on the Mandatory Purchase Date, then such Bond shall be deemed *Preliminary; subject to change.
31 to be an Undelivered Bond, no interest shall accrue thereon on and after such mandatory purchase date and the Owner thereof shall have no rights under the Indenture other than to receive payment of the Purchase Price thereof.

Failed Remarketing. Under the Indenture and with respect to the Bonds, “Failed Remarketing” means a failure of CCCFA to (i) establish a Commodity Purchase Final Maturity Date and to deposit or cause to be deposited with the Trustee an amount equal to the principal amount of the Bonds due on the Final Maturity Date by noon New York City time on the fifth Business Day preceding the Final Maturity Date, or (ii) purchase, redeem or pay the Bonds in whole by the Final Maturity Date (including from any funds on deposit in the Assignment Payment Fund and required to be used for such redemption). A Failed Remarketing is a Termination Payment Event and will result in an Early Termination Payment Date under the Master Power Supply Agreements and the final payment of the Bonds on the Final Maturity Date.

No Optional Tender. The Bonds are not subject to optional tender by Bondholders during the Initial Interest Rate Period.

Redemption
Optional Redemption *
(i) The Bonds are subject to redemption at the option of CCCFA in whole or in part (in such amounts and by such maturities as may be specified by CCCFA and by lot within a maturity) on any date prior to the first Business Day of the third Month preceding the Final Maturity Date at a Redemption Price, calculated by a quotation agent selected by CCCFA, equal to the greater of:
(a) the sum of the present values of the remaining unpaid payments of principal and interest to be paid on the Bonds to be redeemed from and including the date of redemption (not including any portion of the interest accrued and unpaid as of the redemption date) to the Maturity Date(s) of such Bonds, discounted to the date of redemption on a semiannual basis at a discount rate equal to the Applicable Tax-Exempt Municipal Bond Rate (as defined in APPENDIX C) for such Bonds minus 0.25% per annum; provided, however, that if the Applicable Tax-Exempt Municipal Bond Rate results in a discount rate less than zero percent, such discount rate shall be 0.00% in any event, and;
(b) the Amortized Value thereof (defined below)
in each case plus accrued and unpaid interest to the date of redemption. (ii) The Bonds are subject to redemption at the option of CCCFA in whole or in part on any date on and after the first Business Day of the third Month preceding the Final Maturity Date, in each case at a Redemption Price, calculated by a quotation agent selected by CCCFA, equal to the Amortized Value thereof (as of the redemption date), plus $0.__ per $1,000 of the principal amount thereof and accrued and unpaid interest to the date of redemption, provided that, if the optional redemption date is the Final Maturity Date, the Redemption Price shall be the principal amount thereof plus accrued and unpaid interest to the date of redemption.

In lieu of optionally redeeming the Bonds pursuant to this provision, the Trustee may, upon the Written Direction of CCCFA, use such funds as may be available by CCCFA or as are otherwise available under the Indenture to purchase such Bonds on the applicable redemption date at a Purchase Price equal to * Preliminary, subject to change.
32 the applicable Redemption Price of such Bonds described above. Any Bonds so purchased may be remarketed in a new Interest Rate Period or may be cancelled by the Trustee, in either case as set forth in the Written Direction of CCCFA.
“Amortized Value” means, with respect to any Bond to be redeemed during the Initial Interest Rate Period, the principal amount of such Bond multiplied by the price of such Bond expressed as a percentage, calculated by a major market maker in municipal securities, as the quotation agent, selected by CCCFA, based on the industry standard method of calculating bond prices (as such industry standard prevailed on the date such Bond began to bear interest at its current Term Rate), with a delivery date equal to the date of redemption of such Bond, a maturity date equal to the stated maturity date of such Bond and a yield equal to such Bond’s original reoffering yield (as set forth on the inside cover page of this Official Statement) on the date such Bond began to bear interest at its current Term Rate. The Amortized Value of the Bonds as of certain dates during the Initial Interest Rate Period is shown on APPENDIX H.

Extraordinary Mandatory Redemption. The Bonds are subject to mandatory redemption prior to maturity (1) except in the case of a Failed Remarketing, on the first day of the Month following the Early Termination Payment Date, in whole if such Early Termination Payment Date is declared pursuant to both Master Power Supply Agreements and in part if such Early Termination Payment Date is declared with respect to one of the Master Power Supply Agreements and (2) in the case of a Failed Remarketing, on the Final Maturity Date following such Failed Remarketing, in whole, and not in part, at the Redemption Price of the Amortized Value thereof, plus, in each case, accrued and unpaid interest to the redemption date. See APPENDIX H for a schedule showing the Redemption Price (excluding accrued interest) of the Bonds upon an extraordinary mandatory redemption in whole following an Early Termination Payment Date that occurs during the Initial Interest Rate Period.

CCCFA shall provide the Trustee with Written Notice of the Early Termination Payment Date (x) on the date on which a Failed Remarketing occurs, and (y) in all other cases, not more than five (5) Business Days after such date is determined.

The Bonds shall be subject to redemption for remediation at the direction of CCCFA prior to maturity, in whole or in part, on any date, at the then-applicable optional Redemption Price for the Bonds to be redeemed as described above under “Optional Redemption”, plus accrued interest to the redemption date, to the extent provided in each Clean Energy Purchase Contract. CCCFA shall provide the Trustee with Written Notice of the requirement for any such redemption not more than five (5) Business Days after determining that such redemption will be required.

Notice of Redemption. In the case of every optional or extraordinary mandatory redemption of Bonds, the Trustee is to give notice of such redemption, in the name of CCCFA, by first-class mail, postage prepaid, not less than 20 days (15 days in the case of an extraordinary mandatory redemption described above) (or such shorter time as may be permitted by the securities depository) and not more than 45 days (30 days in the case of an extraordinary mandatory redemption described above) prior to the redemption date.

Each notice of redemption must identify the Bonds to be redeemed and is to state: (i) the redemption date, (ii) the Redemption Price or the manner in which it will be calculated, (iii) that the Bonds called for redemption must be surrendered to collect the Redemption Price, (iv) the address or addresses of the Trustee at which the Bonds redeemed must be surrendered, and (v) that interest on the Bonds called for redemption ceases to accrue on the redemption date. Failure of the registered owner of any Bonds which are to be redeemed to receive any such notice, or any defect in such notice, shall not affect the validity of the proceedings for the redemption of any Bonds.
33 With respect to any notice of optional redemption of Bonds, unless upon the giving of such notice such Bonds will be deemed to have been paid under the Indenture, such notice must state that such redemption will be conditioned upon the receipt by the Trustee on or prior to the date fixed for such redemption of money sufficient to pay the Redemption Price of and interest on the Bonds to be redeemed, and that if such money shall not have been so received said notice will be of no force and effect, and CCCFA will not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption will not be made and the Trustee must within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such money was not so received and that such redemption was not made.

Effect of Redemption. Notice having been given in the manner provided in the Indenture, and, in the case of optional redemption of Bonds, sufficient moneys for payment of the Redemption Price of, together with interest accrued to the redemption date on such Bonds being held by the Trustee, the Bonds or portions thereof so called for redemption will become due and payable on the redemption date so designated at the applicable Redemption Price, and, upon presentation and surrender thereof at the office specified in such notice, such Bonds, or portions thereof, will be paid at the Redemption Price. If, on the redemption date, moneys for the redemption of all the Bonds or portions thereof of any like Series, maturity and tenor to be redeemed, together with interest to the redemption date, are held by the Paying Agent so as to be available therefor on said date and if notice of redemption shall have been given as aforesaid, then, from and after the redemption date interest on the Bonds or portions thereof so called for redemption will cease to accrue and become payable. If said moneys shall not be so available on the redemption date, such Bonds or portions thereof shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption. Upon the payment of the Redemption Price of the Bonds or portions thereof being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

Selection of Bonds to be Redeemed. If less than all of the Bonds of like maturity, tenor and series are called for redemption, the particular Bonds or portions of Bonds of such Series, maturity and tenor to be redeemed must be selected by lot in such manner as the Trustee determines, in its sole discretion, from Bonds of such series, maturity and tenor not previously called for redemption; provided, however, that the portion of any Bond of a denomination of more than a minimum Authorized Denomination to be redeemed shall be in the principal amount of such minimum Authorized Denomination or a multiple thereof, and that, in selecting portions of such Bonds for redemption, the Trustee must treat each such Bond as representing that number of Bonds of a minimum Authorized Denomination which is obtained by dividing by such minimum Authorized Denomination the principal amount of such Bond to be redeemed in part. Upon surrender of a Bond redeemed in part, CCCFA must execute and the Trustee is required to authenticate and deliver to the Holder thereof a new Bond or Bonds of the same Series, maturity and tenor in Authorized Denominations equal in principal amount to the unredeemed portion of the Bond surrendered.

Book-Entry System
The Bonds will be initially issued in book-entry only form through the facilities of DTC. The Bonds will be transferable and exchangeable as set forth in the Indenture and, when issued, will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository for the Bonds. So long as Cede & Co. is the registered owner of the Bonds, principal of and premium, if any, and interest on the Bonds are payable by wire transfer by the Trustee to Cede & Co., as nominee for DTC, which, in turn, will remit such amounts to DTC participants for subsequent disbursement to the Beneficial Owners. See APPENDIX G hereto.
34 REVENUES AND DEBT SERVICE REQUIREMENTS
The following table shows for each bond year during the Initial Interest Rate Period (a) the expected Revenues of the Clean Energy Project (net of receipts and payments under the CCCFA Commodity Swaps), (b) the Debt Service requirements on the Bonds, and (c) the resulting surplus funds to CCCFA.

YEAR ENDING
[__] 1 *

ESTIMATED REVENUES DEBT SERVICE

ELECTRICITY
SALES1

INTEREST
EARNINGS2
OTHER
AMOUNTS3 TOTAL PRINCIPAL INTEREST TOTAL

OPERATING

EXPENSES SURPLUS
TOTAL
____________________
1 Electricity Sales includes payments received by CCCFA under the Clean Energy Purchase Contracts and net receipts/payments under the CCCFA Commodity Swaps.
2 Interest earnings under the Investment Agreements.
3 Other Amounts consists of capitalized interest, total reserve amounts, remaining Electricity value (i.e., amount of Termination Payments due upon a Failed Remarketing), and required balances in the Debt Service Account.

DESIGNATION OF BONDS AS GREEN BONDS
Green Bonds Designation
Per the International Capital Market Association (“ICMA”), Green Bonds are any type of bond instrument where the proceeds will be exclusively applied to finance or re-finance, in part or in full, new and/or existing eligible Green Projects and which are aligned with the four core components of the Green Bond Principles. The four core components are: (1) Use of Proceeds; (2) Process for Project Evaluation and Selection; (3) Management of Proceeds; and (4) Reporting.

Kestrel has determined that the Bonds are in conformance with the four core components of the ICMA Green Bond Principles, as described in Kestrel’s “Second Party Opinion”, which is attached hereto as APPENDIX J.

Independent Second Party Opinion on Green Bonds Designation and Disclaimer For over 23 years, Kestrel has been consulting in sustainable finance. Kestrel is an Approved Verifier accredited by the Climate Bonds Initiative and the market leader for Second Party Opinions in US public finance. Kestrel reviews corporate and public finance transactions worldwide for alignment with ICMA Green Bond Principles, Social Bond Principles, Sustainability Bond Guidelines and the Climate Bonds Initiative Standards and Criteria. Municipal bonds are benchmarked with Kestrel Sustainability Intelligence™.

The Second Party Opinion issued by Kestrel does not and is not intended to make any representation or give any assurance with respect to any other matter relating to the Bonds. Second Party Opinions provided by Kestrel are not a recommendation to any person to purchase, hold, or sell the Bonds and designations do not address the market price or suitability of the Bonds for a particular investor and do not and are not in any way intended to address the likelihood of timely payment of interest or principal when due.
* Preliminary, subject to change.
35 In issuing the Second Party Opinion, Kestrel has assumed and relied upon the accuracy and completeness of the information made publicly available by CCCFA, the Project Participant, or that was otherwise made available to Kestrel.

THE MASTER POWER SUPPLY AGREEMENTS
Set forth below is a summary of certain provisions of the Master Power Supply Agreements relating to the purchase and sale of Electricity during the Delivery Period. This summary does not purport to be a complete description of the terms and conditions of the Master Power Supply Agreements and accordingly is qualified by reference to the full text thereof.

Purchase and Sale
Under the Master Power Supply Agreements, CCCFA has agreed to make lump sum advance payments to the Electricity Supplier for all of the cost of the Prepaid Electricity (which does not include Assigned PAYGO Electricity) to be delivered during the Delivery Period. The “Delivery Period” under the Master Power Supply Agreements is scheduled to commence on [__], 20[__] * and ends on [__], 20[__]* ,
and the Delivery Period is subject to early termination on any Electricity Delivery Termination Date that may occur. The total quantity of expected Prepaid Electricity to be delivered by the Electricity Supplier during the Initial Reset Period is approximately [__]* million MWh.

Master Power Supply Agreement No. 1 will provide for the delivery of Market Quantities by the Electricity Supplier to CCCFA for an initial term beginning on the first day of the Delivery Period and ending on [__], 20[__] (or earlier upon an Electricity Delivery Termination Date). Deliveries of Assigned Electricity under Master Power Supply Agreement No. 2 will commence on [__], 20[__] immediately after deliveries end under Master Power Supply Agreement No. 1, and will continue for the rest of the Delivery Period.

CCCFA has not prepaid for Assigned PAYGO Electricity, and as such any payments received by CCCFA from the Project Participant for Assigned PAYGO Electricity under Clean Energy Purchase Contract No. 2 are not included in the Trust Estate or pledged to the repayment of the Bonds. CCCFA will instead use the Project Participant’s payments for Assigned PAYGO Electricity under Clean Energy Purchase Contract No. 2 to pay the Electricity Supplier the APC Contract Price then in effect under the applicable Assigned PPAs for any Assigned PAYGO Electricity delivered under Master Power Supply Agreement No. 2.

The Project Participant may remediate non-complying Electricity remarketing sales by purchasing Assigned PAYGO Electricity delivered under any of the Assigned PPAs.

Delivery of Electricity
Market Quantities. While deliveries under Master Power Supply Agreement No. 1 are in effect, the Electricity Supplier is required to deliver Market Quantities to a delivery point specified in Master Power Supply Agreement No. 1, or to an alternate delivery point mutually agreed to by the Electricity Supplier, CCCFA and the Project Participant (the “Market Delivery Point”). If any Market Quantities are required to be delivered under Master Power Supply Agreement No. 2, then the Electricity Supplier will remarket any Market Quantities that would otherwise be delivered under the Master Power Supply * Preliminary, subject to change.
36 Agreement No. 2. Market Quantities are not expected to be delivered under Master Power Supply Agreement No. 2 during the Initial Interest Rate Period.

Assigned Electricity. Assigned Electricity delivered under Master Power Supply Agreement No. 2 shall be Scheduled for delivery to and received at the delivery point specified in the applicable Assignment Schedule (an “Assigned Delivery Point”). Scheduling and transmission of Assigned Electricity shall be in accordance with the applicable Assignment Schedule. All future Assigned Electricity will be delivered pursuant to the terms of such Assignment Agreement.

Title. Title to and risk of loss of the Energy delivered under the Master Power Supply Agreements shall pass from the Electricity Supplier to CCCFA at the applicable Delivery Point. The transfer of title and risk of loss for all Assigned Electricity shall be set forth in the applicable Assignment Agreement.

Aggregate Quantity. The aggregate quantity of Electricity to be delivered during the term of the Delivery Period varies based on the quantities of Electricity CCCFA has agreed to deliver to the Project Participant under the Clean Energy Purchase Contracts. The approximate aggregate monthly quantities of Prepaid Electricity to be delivered under the Master Power Supply Agreements during the Initial Interest Rate Period range from a high of approximately [__] * MWh in some months to a low of [__]* MWh in other months.

Assignment of Power Purchase Agreements
Prior to the commencement of deliveries under Master Power Supply Agreement No. 2 and the other Assigned Electricity Contracts, the Project Participant will be required to exercise Commercially Reasonable Efforts to assign Assigned Rights and Obligations to J. Aron sufficient that all Prepaid Electricity delivered under the Assigned Electricity Contracts will be Assigned Quantities. While Electricity is being delivered under Master Power Supply Agreement No. 2, the following provisions will be in effect with respect to Assigned PPAs.

Adjustments to Market Quantities and Assigned Quantities. Master Power Supply Agreement No. 2 and Clean Energy Purchase Contract No. 2 are designed to manage future assignments of PPAs and potential remarketing of Market Quantities, if ever required, while ensuring there are sufficient scheduled cashflows to meet CCCFA’s payment obligations. Upon any assignments expiring or terminating early, or being entered into, Master Power Supply Agreement No. 2 and Clean Energy Purchase Contract No. 2 include provisions to recalculate Assigned Prepay Quantities and Market Quantities. In all cases, the total aggregate prepaid value (consisting of the Assigned Prepay Quantities under any Assigned PPAs or Market Quantities multiplied by the fixed APC Contract Price or fixed swap price for such Assigned Electricity or Market Quantities) remains the same.

As such, upon a replacement of the Assigned Rights and Obligations under an Assigned PPA, or J.

Aron’s procurement of EPS Compliant Energy, the Market Quantities will be reduced (a “Market Quantity Reduction”) as provided in Master Power Supply Agreement No. 2 and Clean Energy Purchase Contract No. 2. To the extent Market Quantities were previously being delivered, the Commodity Swaps will be revised in connection with the commencement or termination of any Assignment Period such that the notional quantities under such swaps will be consistent with any changes to Market Quantities. The Market Quantity Reductions may also be revised in the case of any other commencement of a subsequent Assignment Period or a delivery period for any EPS Compliant Energy procured by J. Aron (a “J. Aron EPS Energy Period”, and together with an Assignment Period, an “EPS Energy Period”). * Preliminary, subject to change.
37 Reconciling Insufficient Deliveries of Assigned Energy. To the extent a quantity of Assigned Energy less than the Assigned Prepay Quantities is delivered under an Assigned PPA in any Month during an Assignment Period for any reason other than Force Majeure, or for any reason including Force Majeure if an Assigned PPA FM Remarketing Event is in effect, the Electricity Supplier must sell the Assigned Electricity not delivered in a private business use sale at the APC Contract Price minus the applicable remarketing fee, and shall pay CCCFA an amount equal to the product of (i) the Assigned Prepay Quantities, less the amount of Assigned Energy actually delivered, multiplied by (ii) the APC Contract Price minus the applicable remarketing fee. An “Assigned PPA FM Remarketing Event” shall occur if none of the Assigned Prepay Quantities are actually delivered under an Assigned PPA for six consecutive Months due to Force Majeure, and such Assigned PPA FM Remarketing Event shall remain in effect until such Assigned PPA has delivered 95% or more of the aggregate Assigned Prepay Quantities for three consecutive Months.

PPA Payment Custodial Agreement. The Project Participant, J. Aron, CCCFA and U.S. Bank Trust Company, National Association, as custodian (in such capacity, the “PPA Custodian”) have entered into a custodial agreement (the “PPA Payment Custodial Agreement”) to administer payments to be received by the sellers of Assigned Electricity (the “PPA Sellers”) pursuant to the Assigned PPAs. The PPA Payment Custodial Agreement provides a true-up mechanism for Replacement Assigned PPAs to account for the difference between the Contract Price that the Project Participant will pay and the APC Contract Price payable to the PPA Seller under any Replacement Assigned PPA, which settlement is outside of the Trust Estate. Through this true-up mechanism, the PPA Seller will receive the full APC Contract Price, while the Project Participant will pay the discounted Contract Price under Clean Energy Purchase Contract No.

2. The PPA Payment Custodial Agreement is not pledged as part of the Trust Estate.

Failure to Deliver or Receive Electricity
Market Quantities. If, for any Delivery Hour under Master Power Supply Agreement No. 1, the Electricity Supplier breaches its obligation to schedule or deliver all or any portion of the Market Quantity at any Market Delivery Point and such failure is not due to either (a) the actions or inactions of CCCFA or (b) Force Majeure, then the portion of the Market Quantity that the Electricity Supplier failed to schedule shall be a “Shortfall Quantity,” and the Electricity Supplier shall pay to CCCFA a price for such Shortfall Quantity equal to the higher of (i) the “Replacement Price” or (ii) the Day-Ahead Market Price applicable to the Delivery Hour and the Market Delivery Point for which the Shortfall Quantity arose, plus an administrative fee. The Replacement Price is (a) the price at which CCCFA or the Project Participant, acting in a Commercially Reasonable manner, purchase at the applicable Market Delivery Point replacement Electricity for the Shortfall Quantity, plus (i) costs reasonably incurred by CCCFA or the Project Participant in purchasing replacement Electricity for such Delivery Hour, and (ii) additional transmission charges, if any, reasonable incurred by CCCFA or the Project Participant to the applicable Market Delivery Point, or (b) at CCCFA’s option, the market price at such Market Delivery Point and for such Delivery Hour for Electricity not delivered as replacement Electricity for the Shortfall Quantity as determined by CCCFA in a commercially reasonable manner.

If, for any Delivery Hour during the Delivery Period, CCCFA breaches its obligation to schedule or receive or cause to be scheduled or received, all or any portion of the Market Quantity at any Market Delivery Point and such failure is not due to Force Majeure, the actions or inactions of the Electricity Supplier or is not with respect to any portion of the Market Quantity for which CCCFA has previously issued a Remarketing Notice (as defined below), then CCCFA shall be deemed to have issued a Deemed Remarketing Notice (as defined below) with respect to the portion not scheduled or received. See “— Electricity Remarketing” below.
38 If any Market Quantities are required to be delivered under the Assigned Electricity Contracts, then the Electricity Supplier will remarket any Market Quantities that otherwise would be delivered under Master Power Supply Agreement No. 2 as described under the subheading “– Electricity Remarketing” below. Market Quantities are not expected to be delivered or remarketed from the commencement of Electricity deliveries under the Assigned Electricity Contracts for the remainder of the Initial Interest Rate Period.

Assigned Quantities. Under Master Power Supply Agreement No. 2, neither CCCFA nor the Electricity Supplier shall have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Electricity, except as described under the subheading “– Electricity Remarketing” below, and except for the Electricity Supplier’s payment obligations in connection with Force Majeure events as described below.

Force Majeure. If, with respect to all or any portion of Market Quantities or Assigned Prepay Quantities, either the Electricity Supplier fails to Schedule or deliver or CCCFA fails to Schedule or receive such quantities at any Delivery Point due to events of Force Majeure, the Electricity Supplier is required to pay to CCCFA (i) under Master Power Supply Agreement No. 1, while deliveries thereunder are in effect, the applicable Day-Ahead Market Price for any such Market Quantities and (ii) under Master Power Supply Agreement No. 2, while deliveries thereunder are in effect, the applicable Undiscounted Contract Price with respect to any such Assigned Prepay Quantities (except as otherwise provided for during the continuance of an Assigned PPA FM Remarketing Event as described in the second paragraph below under the subheading “– Electricity Remarketing – Assigned Electricity”).

The “Day-Ahead Market Price” is the day-ahead market price for the delivery point specified in the Master Power Supply Agreements. See “THE CLEAN ENERGY PURCHASE CONTRACTS – Pricing Provisions” herein.

Electricity Remarketing
Master Power Supply Agreement No. 1. While the Electricity Supplier is required to deliver Electricity under Master Power Supply Agreement No. 1, if the Project Participant is in default under Clean Energy Purchase Contract No. 1 or is unable to receive Electricity due to (a) insufficient demand by the Project Participant’s retail customers, or (b) a change in law, and the Project Participant requests the remarketing of any Market Quantities, CCCFA shall request remarketing services from the Electricity Supplier under Master Power Supply Agreement No. 1. CCCFA and the Project Participant may request remarketing services from the Electricity Supplier by the delivery of Daily Remarketing Notices and Monthly Remarketing Notices (“Remarketing Notices”) as provided in Master Power Supply Agreement No. 1. In addition, as noted above, CCCFA will be deemed to have requested that the Electricity Supplier remarket Market Quantities that are not scheduled or received by CCCFA, for reasons other than Force Majeure, or any action or inaction of the Electricity Supplier (and which are not with respect to any portion of the Market Quantities for which CCCFA has previously issued a Remarketing Notice), in accordance with its obligations under Master Power Supply Agreement No. 1 (a “Deemed Remarketing Notice”).

Master Power Supply Agreement No. 2. Under Master Power Supply Agreement No. 2, while Electricity is required to be delivered thereunder, in the event Assigned Electricity at least equivalent to the Assigned Prepay Quantities for any Month is not delivered under an Assigned PPA for any reason other than Force Majeure events, or due to Force Majeure events when an Assigned PPA FM Remarketing Event is in effect, CCCFA will be deemed to have requested the Electricity Supplier to remarket the portion of the Assigned Electricity not delivered. In such event, the Electricity Supplier must sell the Assigned Electricity not delivered in a private business use sale at the Undiscounted Contract Price less the applicable remarketing fee. The Electricity Supplier is also required to pay to CCCFA an amount equal to the product 39 of (i) the applicable Undiscounted Contract Price, less the applicable remarketing fee, multiplied by (ii) the Assigned Prepay Quantity less the quantity of Assigned Electricity actually delivered.

Any such remarketing will result in a Ledger Entry, and the Project Participant is obligated to use Commercially Reasonable Efforts to remediate the proceeds of any such private business use sales with other qualifying purchases of Energy, which can include the purchase of Assigned PAYGO Quantities in the concurrent or future months. As set forth in a separate letter agreement between J. Aron and the Project Participant regarding the Assignment Agreements (the “Assignment Letter Agreement”), if less than the Assigned Prepay Quantity is delivered under an Assigned PPA for any five Months in the aggregate during a twelve Month period or any event or circumstance occurs that would give either the Project Participant or a PPA Seller the right to terminate or suspend performance under an Assigned PPA, J. Aron has the right to terminate the Assignment Period applicable to such Assigned Quantities.

Additionally, if the Project Participant is in default under Clean Energy Purchase Contract No. 2 or is unable to receive Electricity due to (a) insufficient demand by the Project Participant’s retail customers, or (b) a change in law, and the Project Participant requests the remarketing of any Assigned Quantity, J.

Aron has the right to terminate the Assignment Period applicable to such Assigned Quantities effective as of the first Delivery Hour to which such remarketing applies. If J. Aron does not elect to terminate the Assignment Period, CCCFA and the Electricity Supplier are required to negotiate in good faith to modify Master Power Supply Agreement No. 2 remarketing provisions to reflect pricing, delivery and other terms related to such Assigned Quantities, and the Electricity Supplier shall have no obligation to remarket such Assigned Quantities unless and until CCCFA and the Electricity Supplier have mutually agreed to such adjustments.

Remarketing of Market Quantities Under the Assigned Electricity Contracts. While Electricity deliveries are in effect under the Assigned Electricity Contracts, in the event of any expiration, termination or anticipated termination of Assigned Rights and Obligations or a failure to assign sufficient Assigned Rights and Obligations under eligible PPAs, the Project Participant is obligated to exercise Commercially Reasonable Efforts to assign Replacement Assigned Rights and Obligations to J. Aron, which assignment is subject to J. Aron’s consent. In the event the Project Participant is unable to assign PPAs with sufficient quantities to J. Aron under the Clean Energy Project at any time, and J. Aron is unable to procure EPS Compliant Energy for ultimate delivery to the Project Participant, then Market Quantities will increase and the Electricity Supplier is required to remarket any Market Quantities. In the event the Electricity Supplier is obligated to remarket Market Quantities, CCCFA will be deemed to have delivered a Monthly Remarketing Notice with respect thereto.

The amounts payable by the Electricity Supplier for Market Quantities remarketed (except as otherwise described above) are the actual sale proceeds or the amounts based on the Day-Ahead Market Price applicable to the Delivery Point and Hour with respect to which such Electricity would otherwise be delivered (if pursuant to a Monthly Remarketing Notice) or the Real-Time Market Price applicable to such Delivery Point and Hour (if pursuant to a Daily Remarketing Notice), less specified remarketing fees; provided that the aggregate amount payable by the Electricity Supplier in any Month for Electricity remarketed pursuant to a Monthly Remarketing Notice shall be not less than the Net Participant Price multiplied by the quantity so remarketed.

Delegation of Duties. J. Aron has agreed to provide all services necessary for the Electricity Supplier to meet its Electricity remarketing obligations under the Master Power Supply Agreements. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – J. Aron as Agent” herein.

Remarketing for Qualifying Use. There are three types of potential remarketing sales when proper notice has been tendered: qualified sales to Municipal Utilities, non-private business use sales and private 40 business use sales. The Electricity Supplier is required to use Commercially Reasonable Efforts to remarket Electricity first in qualified sales and next in non-private business use sales. If the Electricity Supplier is unable to remarket the Electricity designated in a remarketing notice in qualified sales or in non-private business use sales, it will purchase the Electricity.

Ledger Entries. The Electricity Supplier must track in dollar and electric quantity ledgers information relating to the remarketing proceeds and the quantities of Electricity remarketed, including sales made to the Project Participant and other Municipal Utilities, to non-private business users and to private business users.

Remediation. The Electricity Supplier and CCCFA will seek to make additional qualified sales to reduce the ledger amounts associated with non-private and private business use sales. In addition, the Project Participant has covenanted under the Clean Energy Purchase Contracts to exercise Commercially Reasonable Efforts to reduce such ledger amounts by applying the proceeds thereon toward future Electricity purchases made by the Project Participant that would qualify to remediate such entries. Any ledger entries remediated by the Electricity Supplier, CCCFA or the Project Participant would be removed from the relevant ledgers. In the event that J. Aron, as agent of the Electricity Supplier, fails to remediate any non-complying remarketing sales of Electricity within one year, the Electricity Supplier (acting at the direction of the director of the Electricity Supplier appointed by CCCFA) may, subject to certain requirements, replace J. Aron with a third-party remarketing agent to remediate the non-complying sales.

See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – J. Aron as Agent – Third Party” herein.

Ledger Event
As described previously, the Electricity Supplier will maintain ledgers that account for private business use and non-qualified use remarketing sales of Electricity. Debits and credits to ledgers will be aggregated across both Master Power Supply Agreements. If the Electricity Supplier, CCCFA, and the Project Participant fail to remediate such sales such that there is a remaining balance on any particular ledger two years after any private business use or non-qualified remarketing sale of Electricity, such balance will count against:
(a) in the case of private business use sales, a limit equal to a quantity of Electricity equal to $15 million divided by a specified fixed price per MWh of Electricity under each Master Power Supply Agreement, and
(b) in the case of sales to non-qualified users, a limit of 10% of the original quantity of Electricity purchased under each Master Power Supply Agreement, in each case, subject to any higher amount as may be set forth in a Tax Opinion. Both limits apply in the aggregate over the combined term of the Master Power Supply Agreements. In the event that either limit is exceeded, a “Ledger Event” will occur under both Master Power Supply Agreements, unless CCCFA receives a Tax Opinion to the effect that such event will not adversely affect the exclusion from gross income for U.S. federal income tax purposes of interest on the Bonds. Any such Tax Opinion may take into account, among other things, any changes in tax requirements and any remedial actions taken with respect to the Bonds by CCCFA.

CCCFA has agreed in its Continuing Disclosure Undertaking for the Bonds to provide notices of (a) private business use sales and non-qualifying sales of Electricity that are not remediated within twelve months, if such outstanding amount within any twelve-month period is greater than $5 million and (b) the occurrence of Ledger Events. See “CONTINUING DISCLOSURE” below. 41 The occurrence of a Ledger Event could cause interest on the Bonds to become subject to federal income taxation, possibly retroactive to the Initial Issue Date of the Bonds. A Ledger Event provides the Electricity Supplier with the option, but not an obligation, to designate an Electricity Delivery Termination Date under the Master Power Supply Agreements. If the Electricity Supplier designates an Electricity Delivery Termination Date due to a Ledger Event, J. Aron and the Funding Recipient will also have the option, subject to the consent of the Electricity Supplier, to exercise the J. Aron Acceleration Option or the Funding Recipient Acceleration Option, respectively. The exercise of the J. Aron Acceleration Option or the Funding Recipient Acceleration Option will constitute a Termination Payment Event under the Master Power Supply Agreements, and will result in the extraordinary mandatory redemption of the Bonds. A Ledger Event does not, by itself, result in an Early Termination Payment Date under the Master Power Supply Agreements. See “INVESTMENT CONSIDERATIONS – Loss of Tax Exemption on the Bonds” herein.

Following the occurrence of a Ledger Event, the Electricity Supplier is obligated to pay to CCCFA any amounts that become payable by J. Aron to the Electricity Supplier pursuant to the Electricity Purchase, Sale and Service Agreements as a result of such Ledger Event. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – Additional Amounts Payable Following a Ledger Event” and “THE BONDS – Increased Interest Rate Upon Ledger Event” herein.

Payment Provisions
The prepayments from CCCFA to the Electricity Supplier will be due prior to the inception of the term of the Master Power Supply Agreements. To the extent amounts become payable to CCCFA thereunder (for example, as a result of remarketing or failure to deliver (or cause delivery) by the Electricity Supplier), such amounts are due on the 24th day of the Month or the preceding Business Day following the Month in which such amount accrues. Amounts payable by CCCFA are due on the 25th day of the Month or the following Business Day following the Month in which such amounts accrue.

Force Majeure
Each of CCCFA and the Electricity Supplier are excused from their respective obligations to receive and deliver (or cause delivery of) Electricity under the Master Power Supply Agreements to the extent prevented by Force Majeure, as defined in APPENDIX C and the claiming party serves notice and details thereof. The declaration of Force Majeure by the Project Participant under a Clean Energy Purchase Contract constitutes Force Majeure under the related Master Power Supply Agreement, and any claim of Force Majeure by a PPA Seller under an Assigned PPA (or the inability of a PPA Seller to deliver Electricity due to an event that would constitute Force Majeure under the related Master Power Supply Agreement) constitutes Force Majeure in respect of the Electricity Supplier under such Master Power Supply Agreement.

Assignment
Neither party may assign its rights under the Master Power Supply Agreements without the other party’s consent except:
(a) pursuant to the Indenture, CCCFA may transfer, sell, pledge, encumber or assign the Master Power Supply Agreements to the Trustee in connection with a financing arrangement; provided that CCCFA may not assign its rights under the Master Power Supply Agreements unless, contemporaneously with the effectiveness of such assignment, CCCFA also assigns the CCCFA Commodity Swaps and the CCCFA Custodial Agreement to the same assignee; and
42 (b) the Electricity Supplier may assign the Master Power Supply Agreements to an affiliate of the Electricity Supplier, which assignment shall constitute a novation; provided that the assignee agrees to be bound by the terms and conditions of the Master Power Supply Agreements and (i) the Electricity Supplier delivers a Rating Confirmation with respect to such assignment, (ii) contemporaneously with the effectiveness of such assignment, the Electricity Supplier also assigns the Electricity Supplier Commodity Swaps, the Electricity Supplier Custodial Agreement, the other Master Power Supply Agreement (to the extent the delivery period thereunder has not ended) and the Master Electricity Supplier Custodial Agreement to the same assignee and either (a) the Electricity Supplier assigns the Funding Agreement and the Electricity Purchase, Sale and Service Agreements to the same assignee or (b) the assignee provides to CCCFA a guarantee of its obligations by GSG and GSG continues to guarantee the payment obligations of J. Aron under the Electricity Purchase, Sale and Service Agreements (to the extent the delivery period has not ended), and (iii) the assignee is a special purpose entity approved by CCCFA or its obligations under the Master Power Supply Agreements are guaranteed by GSG (or its successors to or permitted assignees of the Funding Agreement) to the satisfaction of CCCFA.

Funding Agreement
The Electricity Supplier agrees in the Master Power Supply Agreements that it will not agree to any amendment, alteration, assignment or modification to the Funding Agreement, or enter into any agreements with the initial Funding Recipient other than the Funding Agreement, without receipt of (a) a Rating Confirmation and (b) the prior written consent of CCCFA, except to (i) cure or correct any ambiguity, omission, defect or inconsistent provision, (ii) insert clarifying provisions that are not contrary to or inconsistent with the provisions of the Funding Agreement, or (iii) to convert or supplement any provision in a manner consistent with the intent of the Funding Agreement, the Master Power Supply Agreements, the Re-Pricing Agreement, the Electricity Supplier Commodity Swaps, the Electricity Supplier Custodial Agreement, the Master Electricity Supplier Custodial Agreement and the Investment Agreements; provided that CCCFA’s consent is not required in connection with (a) the replacement, refinancing or re-pricing of the Funding Agreement at the end of any Interest Rate Period or (b) the Electricity Supplier’s assignment of its interest in the Funding Agreement or consent to Funding Recipient’s assignment of its interest in the Funding Agreement to the extent a Rating Confirmation is provided with respect to any such assignment.

Upon the occurrence of an Event of Default as defined in the Funding Agreement, the Electricity Supplier shall exercise any right it has pursuant to the Funding Agreement to designate an early termination thereof.

Early Termination
An Electricity Delivery Termination Date will occur automatically under the Master Power Supply Agreements upon the occurrence of a Termination Payment Event (which includes a Failed Remarketing with respect to the Bonds) or an Automatic Electricity Delivery Termination Event (as such terms are described below). Upon the occurrence of an Optional Electricity Delivery Termination Event (as described below), an Electricity Delivery Termination Date may be designated by the Electricity Supplier, as described below. If an Electricity Delivery Termination Date occurs, the Delivery Period under both Master Power Supply Agreements will end, and the Electricity Supplier will be required to make the payment or payments described under “Remedies and Termination Payments” below, including a Termination Payment if such Electricity Delivery Termination Date occurs as a result of a Termination Payment Event. 43 Termination Payment Event. A Termination Payment Event may occur under one Master Power Supply Agreement, or simultaneously under both Master Power Supply Agreements. A Termination Payment Event will occur:
• under both Master Power Supply Agreements upon the acceleration of the Funding Recipient’s payment obligations under the Funding Agreement due to an Event of Default thereunder
• under Master Power Supply Agreement No. 2 if, as of one week prior to the beginning of the first Month following a Reset Period, either (a) CCCFA has not entered into a bond purchase agreement, firm remarketing agreement or similar agreement with respect to the remarketing or refunding of the Bonds or (b) the Funding Recipient (or its successor) and the Electricity Supplier are unable to replace, refinance or re-price the related Funding Agreement for a subsequent Reset Period;
• under Master Power Supply Agreement No. 2 upon a Remarketing Termination Election by the Project Participant for any Reset Period;
• under Master Power Supply Agreement No. 2 if a Failed Remarketing occurs; and • under both Master Power Supply Agreements if both (a) an Electricity Delivery Termination Date occurs under the Master Power Supply Agreements, and (b) the Funding Recipient exercises the Funding Recipient Acceleration Option under the Funding Agreement. See “THE FUNDING AGREEMENT – Optional Prepayment” below; and • under both Master Power Supply Agreements if both (a) an Electricity Delivery Termination Date occurs under the Master Power Supply Agreements due to a Ledger Event, and (b) J. Aron exercises the J. Aron Acceleration Option under the related Electricity Purchase, Sale and Service Agreement. See “– Remedies and Termination Payments – Electricity Delivery Termination Date” and “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – Additional Amounts Payable Following a Ledger Event – Option to Make Termination Payments” below.

Optional Electricity Delivery Termination Events. The Electricity Supplier will have the right to designate an Electricity Delivery Termination Date under the Master Power Supply Agreements upon the occurrence of the following “Optional Electricity Delivery Termination Events”:
• except in the case where an Automatic Electricity Delivery Termination Event has occurred, both (a) a CCCFA Commodity Swap is terminated by the Commodity Swap Counterparty or termination occurs automatically as a result of a termination event where CCCFA is the sole affected party and (b) either such CCCFA Commodity Swap or the corresponding Electricity Supplier Commodity Swap is not replaced within the Swap Replacement Period; or
• a Ledger Event occurs under either Master Power Supply Agreement (which shall result in an Optional Electricity Delivery Termination Event under both Master Power Supply Agreements).

Automatic Electricity Delivery Termination Events. In addition to Termination Payment Events, an Electricity Delivery Termination Date will occur automatically under the Master Power Supply Agreements upon the occurrence of the following “Automatic Electricity Delivery Termination Events”:
44 • a CCCFA Commodity Swap is terminated by the Commodity Swap Counterparty as a result of an event of default due to CCCFA’s insolvency or bankruptcy; • both (a) an Electricity Supplier Commodity Swap is terminated by the Commodity Swap Counterparty based on an event of default where the Electricity Supplier is the defaulting party or a termination event where the Electricity Supplier is the sole affected party, or otherwise occurs automatically but excluding certain events of default and termination events for which the Swap Replacement Period does not apply, and (b) either such Electricity Supplier Commodity Swap or the corresponding CCCFA Commodity Swap is not replaced within the Swap Replacement Period;
• following receipt of an offer by the Trustee to sell Swap Deficiency Call Receivables under the related Receivables Purchase Provisions, the Electricity Supplier does not exercise (or is deemed not to have exercised) its related option to purchase the identified Swap Deficiency Call Receivables within the timeline set forth in the Receivables Purchase Provisions;
• both (a) an EPSSA Early Termination Date occurs under the related Electricity Purchase, Sale and Service Agreement, and (b) the Electricity Supplier is unable to enter into a replacement Electricity Purchase, Sale and Service Agreement with substantially the same terms or terms approved by the CCCFA by the date that is 120 days following such early termination date. The Electricity Supplier may enter into a replacement Electricity Purchase, Sale and Service Agreement only if (a) the EPSSA Guaranty applies to the obligations of the replacement seller thereunder or (b) the Electricity Supplier delivers a Rating Confirmation with respect to its entry into such replacement Electricity Purchase, Sale and Service Agreement; or
• bankruptcy or insolvency of CCCFA.

Replacement of Commodity Swaps
CCCFA and the Electricity Supplier agree in the Master Power Supply Agreements that if any Commodity Swap terminates, is being terminated or is expected to be terminated, in each case for any reason other than the bankruptcy or insolvency of CCCFA or the Electricity Supplier, then CCCFA and the Electricity Supplier will attempt to replace such Commodity Swap and the corresponding Commodity Swap of the other party by:
(a) exercising any rights they may have to increase the notional quantities under other existing Commodity Swaps with existing Commodity Swap Counterparties (if any) upon termination of the affected Commodity Swap in order to effect a replacement of such Commodity Swap, and subsequent to such a replacement, cooperating in good faith to locate replacement agreements with a different Commodity Swap Counterparty to replace the notional amount of such Commodity Swaps; or
(b) to the extent the notional amount of other existing Commodity Swaps (if any) cannot be increased, cooperating in good faith to locate replacement agreements with an alternate Swap Counterparty to replace both the relevant Commodity Swaps within the Swap Replacement Period.

The “Swap Replacement Period” begins on the earlier of (i) the date any Commodity Swap terminates or (ii) delivery by the Commodity Swap Counterparty of a notice of the anticipated termination of a Commodity Swap, and, with certain exceptions, ends on the last day of the month in which the 120th 45 day thereafter occurs, if CCCFA and the Electricity Supplier continue to make payments to each other under the Custodial Agreements during such time (otherwise, with certain exceptions, 60 days thereafter). If the Commodity Swaps are dormant at commencement of such period, the Swap Replacement Period continues until 120 days (60 days if CCCFA and the Electricity Supplier cease making payments to each other under the Custodial Agreements) after the Commodity Swaps cease to be dormant during which time CCCFA and the Electricity Supplier will continue to make payments to each other under the Custodial Agreements.

Remedies and Termination Payments
Electricity Delivery Termination Date. An Electricity Delivery Termination Date will occur automatically on the date described below upon the occurrence of a Termination Payment Event or an Automatic Electricity Delivery Termination Event. If an Optional Electricity Delivery Termination Event has occurred and is continuing, then the Electricity Supplier, as described above, may designate an Electricity Delivery Termination Date.

End of Delivery Period. As of the Electricity Delivery Termination Date:
(a) the Delivery Period will end;
(b) the obligation of the Electricity Supplier to Schedule or make any further deliveries of Electricity to CCCFA will terminate and be replaced with a continuing obligation of the Electricity Supplier to pay scheduled monthly amounts to CCCFA until the earlier of (i) the Month in which a Termination Payment Event occurs and (ii) the end of the Initial Interest Rate Period; and
(c) the obligation of CCCFA to Schedule or receive deliveries of Electricity from the Electricity Supplier will terminate.

The Master Power Supply Agreements will continue in effect after the Electricity Delivery Termination Date occurs. The occurrence of an Electricity Delivery Termination Date will not prevent the contemporaneous or subsequent occurrence of a Termination Payment Event. Upon the occurrence of any Automatic Electricity Delivery Termination Event, an Electricity Delivery Termination Date shall be deemed to be designated as of the end of the Month in which such Automatic Electricity Delivery Termination Event occurs.

Termination Payments; Early Termination Payment Date. Following a Termination Payment Event under a Master Power Supply Agreement, the Electricity Supplier is required to pay the Termination Payment under the applicable Master Power Supply Agreement to the Trustee on the Early Termination Payment Date. The “Early Termination Payment Date,” other than in the case of a Failed Remarketing, is the last Business Day of the Month that commences after a Termination Payment Event occurs. In the case of a Termination Payment Event that results from a Failed Remarketing, the Early Termination Payment Date will be the last Business Day of the current Interest Rate Period. The obligation of the Electricity Supplier to pay the Termination Payments on an Early Termination Payment Date is unconditional, and the Electricity Supplier waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available with regard to its obligation to pay the Termination Payments on an Early Termination Payment Date.

The amount of the Termination Payment under each Master Power Supply Agreement is set forth on a schedule to each Master Power Supply Agreements. The Termination Payments, together with the amounts required to be on deposit in certain Funds and Accounts held by the Trustee, have been calculated to provide a sum at least sufficient to pay the Redemption Price of the Bonds, assuming that the Electricity 46 Supplier, the Project Participant (or if the Project Participant fails to pay, the performance of the Project Participant Credit Enhancement) and the Investment Agreement Providers pay and perform their respective contract obligations when due. See APPENDIX I for a schedule of Termination Payments under the Master Power Supply Agreements.

Receivables Purchase Provisions
General. The Receivables Purchase Provisions are designed to mitigate risks to Bondholders resulting from non-payments by the Project Participant under the Clean Energy Purchase Contracts. The Electricity Supplier will initially be required to purchase from the Trustee CCCFA’s rights to payment of net amounts owed by the Project Participant under its Clean Energy Purchase Contracts (“Call Receivables”) under certain circumstances described below under “Swap Deficiency Call Receivables” and “Payment Deficiency Call Option.” An Electricity Supplier Put Receivables Account is established under the Master Electricity Supplier Custodial Agreement, which account will be initially unfunded. J. Aron may, at its option, fund the Electricity Supplier Put Receivables Account in the amount equal to the Put Receivables Funding Requirement. Upon any such funding of the Electricity Supplier Put Receivables Account, the Electricity Supplier’s requirement to purchase Call Receivables will become an option to purchase the same, and the Electricity Supplier will be required, upon an Early Termination Payment Date under the Master Power Supply Agreements or upon final maturity of the Bonds, to use the amounts on deposit in the Electricity Supplier Put Receivables Account to purchase from the Trustee the rights to payment of net amounts owed by the Project Participant under the Clean Energy Purchase Contracts (“Put Receivables”, and collectively with Call Receivables, the “Receivables”).

Swap Deficiency Call Receivables. If the Project Participant defaults on its obligation to make any payment under its Clean Energy Purchase Contracts with CCCFA and such payment default results in a Swap Payment Deficiency, then on such Business Day, the Trustee shall deliver a written offer (a “Swap Deficiency Call Receivables Offer”) to sell to the Electricity Supplier sufficient Swap Deficiency Call Receivables (such amount, less any undisputed amounts owed by CCCFA to the Project Participant, the “Swap Deficiency Call Receivables Amount”) to fund any Swap Payment Deficiency (defined in APPENDIX C) resulting from such default. While the Electricity Supplier Put Receivables Account is unfunded, the Electricity Supplier will be required to purchase such Swap Deficiency Call Receivables up to Swap Deficiency Purchase Requirement, prior to the date CCCFA is required to make its required swap payment under the CCCFA Commodity Swaps. The Electricity Supplier will also have the option to purchase Swap Deficiency Call Receivables in excess of the Swap Deficiency Purchase Requirement, and if J. Aron funds the Electricity Supplier Put Receivables Account in the future, the Electricity Supplier’s requirement to purchase Swap Deficiency Call Receivables will become an option to do so in all respects. For any optional purchase of Swap Deficiency Call Receivables, no later than the Business Day following the Electricity Supplier’s receipt of a Swap Deficiency Call Receivables Offer, the Electricity Supplier may elect, in its discretion, to purchase the Swap Deficiency Call Receivables referenced in the Swap Deficiency Call Receivables Offer by delivering a written notice (a “Swap Deficiency Call Option Notice”) to the Trustee of the Electricity Supplier’s intent to purchase such Swap Deficiency Call Receivables. If the Electricity Supplier does not deliver a Swap Deficiency Call Option Notice to CCCFA and the Trustee on or before the Business Day following the Electricity Supplier’s receipt of a Swap Deficiency Call Receivables Offer, the Electricity Supplier will be deemed to have elected not to purchase the referenced Swap Deficiency Call Receivables, which constitutes an Automatic Electricity Delivery Termination Event under the Master Power Supply Agreements.

The Trustee’s obligation to offer to sell such Swap Deficiency Call Receivables is subject to the condition that all of the representations and warranties made by the Electricity Supplier in the Master Power Supply Agreements at the time of execution and delivery of the Receivables Purchase Provisions be true 47 and correct in all material respects on each day that the Trustee is required to offer to sell Swap Deficiency Call Receivables.

Payment Deficiency Call Option. If the Project Participant defaults on its obligation to make any payment under its Clean Energy Purchase Contracts with CCCFA, the Trustee shall deliver a written offer (a “Payment Deficiency Call Receivables Offer”) to sell to the Electricity Supplier the Call Receivables other than any Swap Deficiency Call Receivables resulting from such default (the “Payment Deficiency Call Receivables”) relating to such payment default (such amount, less any undisputed amounts owed by CCCFA to the Project Participant, the “Payment Deficiency Call Receivables Amount”). While the Electricity Supplier Put Receivables Account remains unfunded, the Electricity Supplier will be required to purchase the Payment Deficiency Call Receivables referenced in the Payment Deficiency Call Receivables Offer in an amount up to the Payment Deficiency Call Purchase Requirement on the earlier of (i) two Business Days following the Electricity Supplier’s receipt of any such Payment Deficiency Call Receivables Offer, or (ii) the last Business Day of the Month in which the Electricity Supplier receives the Payment Deficiency Call Receivables Offer by delivering a written notice (a “Payment Deficiency Call Option Notice”) to CCCFA and the Trustee of the Electricity Supplier’s intent to purchase such Payment Deficiency Call Receivables. The Electricity Supplier will have the option to purchase Payment Deficiency Call Receivables in excess of the Payment Deficiency Call Purchase Requirement, and if J. Aron funds the Electricity Supplier Put Receivables Account in the future (as described below), the Electricity Supplier’s requirement to purchase Payment Deficiency Call Receivables will become an option to do so in all respects.

The Trustee’s obligation to offer to sell such Payment Deficiency Call Receivables is subject to the condition that all of the representations and warranties made by the Electricity Supplier at the time of execution and delivery of the Receivables Purchase Provisions be true and correct in all material respects on each day that the Trustee is required to offer to sell Payment Deficiency Call Receivables.

Funding of Put Receivables Account. An Electricity Supplier Put Receivables Account will be established with the Master Custodian and will initially be unfunded. J. Aron will have the option at any time to fund the Electricity Supplier Put Receivables Account in an amount equal to the Maximum Amount less the purchase price(s) for any Swap Deficiency Call Receivables and any Payment Deficiency Call Receivables purchased by the Electricity Supplier and not repurchased by CCCFA (the “Put Receivables Funding Requirement”). See “THE MASTER ELECTRICITY SUPPLIER CUSTODIAL AGREEMENT.” In the event J. Aron exercises its option to fund the Electricity Supplier Put Receivables Account, and upon an Early Termination Payment Date under the Master Power Supply Agreements, or upon the final scheduled maturity of the Bonds, the Trustee shall put to the Electricity Supplier, and the Electricity Supplier then has an obligation to purchase, Put Receivables with a face value up to the Put Receivables Funding Requirement. Amounts on deposit in the Electricity Supplier Put Receivables Account will be available solely to purchase any such Put Receivables The Electricity Supplier’s obligation to purchase such Put Receivables is subject to the condition that the representations and warranties made by CCCFA regarding its title to and the validity of the Put Receivables be true and correct in all material respects on each day that the Electricity Supplier is required to purchase Put Receivables.

Transfer of Call Receivables to J. Aron. J. Aron agrees in each Electricity Purchase, Sale and Service Agreement to accept the transfer of any Call Receivables purchased by the Electricity Supplier under the related Receivables Purchase Provisions as a credit against amounts owed by the Electricity Supplier under such Electricity Purchase, Sale and Service Agreement; provided that J. Aron’s obligation to accept the transfer of Call Receivables purchased at the Electricity Supplier’s option is subject to it having provided its prior written consent to the purchase of such Call Receivables by the Electricity Supplier. 48 THE RE-PRICING AGREEMENT
Set forth below is a summary of certain provisions of the Re-Pricing Agreement. This summary does not purport to be a complete description of the terms and conditions of the Re-Pricing Agreement and accordingly is qualified by reference to the full text thereof.

General
On the Initial Issue Date of the Bonds, CCCFA and the Electricity Supplier will enter into a Re-Pricing Agreement (the “Re-Pricing Agreement”), which provides for (a) the determination of Reset Periods subsequent to the Initial Reset Period that corresponds to the Initial Interest Rate Period on the Bonds (“Reset Periods”) and (b) the calculation of the amount of the discount (as a percentage) that is available (the “Available Discount Percentage”) for sales of Electricity to the Project Participant during each Reset Period.

The Initial Reset Period under the Re-Pricing Agreement begins on the first day of [__] 20[__] * and ends on the last day of [__] 20[__]* and the next Reset Period is expected to begin on the first day of [__] 20[__]*
.

Remarketing Termination Election
In the event that the Available Discount Percentage for any Reset Period is less than the minimum discount percentage specified in Clean Energy Purchase Contract No. 2, the Project Participant may elect to terminate Clean Energy Purchase Contract No. 2 and the Assignment Agreements (a “Remarketing Termination Election”) by giving notice of such election to CCCFA, the Electricity Supplier and the Trustee.

In the event that the Project Participant makes a Remarketing Termination Election under Clean Energy Purchase Contract No. 2 with respect to any Reset Period, an Early Payment Termination Date will occur under Master Power Supply Agreement No. 2. See “THE MASTER POWER SUPPLY AGREEMENTS – Early Termination.”

THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS
Set forth below is a summary of certain provisions of the Electricity Purchase, Sale and Service Agreements during the Delivery Period. This summary does not purport to be a complete description of the terms and conditions of the Electricity Purchase, Sale and Service Agreements and accordingly is qualified by reference to the full text thereof.

General
Under the Electricity Purchase, Sale and Service Agreements, J. Aron has agreed to sell and deliver during the Delivery Period the Electricity in exchange for payment from the Electricity Supplier. For Assigned Prepay Quantities, the Electricity Supplier will pay J. Aron an amount equal to the Undiscounted Contract Price, plus a fee calculated as a percentage of the applicable fixed price under the CCCFA Commodity Swaps (the “J. Aron Electricity Fee”), regardless of whether or not the Electricity is delivered pursuant to the terms and conditions of the Electricity Purchase, Sale and Service Agreements. For Market Quantities, the Electricity Supplier will pay J. Aron an amount equal to the Day-Ahead Market Price, plus the price differential, if any, for the delivery point, plus a fee calculated on the Market Quantities multiplied by the fixed swap price. In addition, the Electricity Supplier will pay J. Aron an upfront non-refundable structuring fee. J. Aron shall owe a payment to the Electricity Supplier to the extent the Day-Ahead Market * Preliminary, subject to change.
49 Price is negative for any portion of the Market Quantities or the Undiscounted Contract Price is negative for any Assigned Prepay Quantities.

With respect to Assigned PAYGO Electricity, payment shall equal the quantity of such Assigned PAYGO Electricity multiplied by the APC Contract Price(s) then in effect with respect to Electricity under the applicable Assigned PPAs.

The quantities of Electricity, delivery point provisions and delivery period under the Electricity Purchase, Sale and Service Agreements match the corresponding provisions of the Master Power Supply Agreements and, in turn, the corresponding provisions of the Clean Energy Purchase Contracts.

J. Aron as Agent
General. Under the Electricity Purchase, Sale and Service Agreements, the Electricity Supplier appoints and directs J. Aron as its agent and J. Aron agrees to issue notices and other communications, billing statements and to take any other actions that the Electricity Supplier is required or permitted to take under (a) the Master Power Supply Agreements, (b) the Electricity Supplier Commodity Swaps, (c) the Re-Pricing Agreement, and (d) the Electricity Purchase, Sale and Service Agreements (collectively, the “Energy Documents”); provided that J. Aron’s agency role with respect to the Electricity Purchase, Sale and Service Agreements shall be limited to ordinary course actions required in connection with the Clean Energy Project and J. Aron shall have no right to waive, modify or amend the terms of the Electricity Purchase, Sale and Service Agreements on the Electricity Supplier’s behalf or to act on the Electricity Supplier’s behalf with respect to any dispute thereunder. In exercising this agency power, J. Aron shall have the authority to take any such actions as it deems necessary under the Energy Documents.

Standard of Care. In the conduct and performance of its agency role, J. Aron shall conduct itself consistent with and observe the same standard of care as it has in similar transactions in which J. Aron has acted as the seller under prepaid commodities agreements, and the Electricity Supplier acknowledges and agrees that J. Aron shall have no obligation to observe a standard of care greater than it has in such similar transactions or to take any actions or measures beyond those it typically takes in connection with such transactions. J. Aron shall not be liable for any action taken or omitted by it in acting as agent on behalf of the Electricity Supplier, except as expressly set forth in the Energy Documents.

Electricity Remarketing. Under the Electricity Purchase, Sale and Service Agreements, the Electricity Supplier delegates, and J. Aron assumes, all of the Electricity Supplier’s Electricity remarketing obligations under the remarketing provisions of the Master Power Supply Agreements, and J. Aron agrees to comply with such provisions. Pursuant to this delegation, all Electricity remarketing notices, directions and other actions will be given to or by, and will be performed by, J. Aron, except as described below.

Third Party. In the event that there are entries for private business use sales or non-qualifying sales on any ledger set that have not been remediated within 12 months, the Electricity Supplier (acting at the direction of the director appointed by CCCFA) may hire a third party remarketing agent to remediate the outstanding ledger entries; provided that any such third party remarketing agent (or its guarantor) must: (a) have (i) an outstanding long-term senior, unsecured, unenhanced debt rating equivalent to or higher than the rating assigned to the Bonds, (ii) capital stock, surplus and undivided earnings aggregating at least $100,000,000, and (iii) satisfy the Prepay LLC Member’s internal requirements relating to “know your customer” rules and similar rules and regulations, unless such requirements are waived by the Prepay LLC Member; and (b) agree to (i) remediate such ledger entries consistent with the terms of the Master Power Supply Agreements, and (ii) exercise Commercially Reasonable Efforts to enter into remarketing sales to the extent that CCCFA, the Electricity Supplier or J. Aron locate opportunities for remarketing sales. 50 Call Receivables Purchase. J. Aron agrees in the Electricity Purchase, Sale and Service Agreements to purchase any Swap Deficiency Call Receivables or Payment Deficiency Call Receivables purchased by the Electricity Supplier under the Receivables Purchase Provisions as a credit against amounts owed by the Electricity Supplier under the Electricity Purchase, Sale and Service Agreements; provided that upon funding of the Electricity Supplier Put Receivables Account, J. Aron’s obligation to accept the transfer of Call Receivables purchased at the Electricity Supplier’s option is subject to it having provided its prior written consent to the purchase thereof by the Electricity Supplier. J. Aron agrees to accept the transfer of any Call Receivables purchased by the Electricity Supplier under the Receivables Purchase Provisions as a credit against amounts owed by the Electricity Supplier under the Electricity Purchase, Sale and Service Agreements.

Failure to Deliver or Receive Electricity
Assigned Quantities. If either J. Aron fails to Schedule or deliver or the Electricity Supplier fails to Schedule or receive due to Force Majeure, then J. Aron shall pay to the Electricity Supplier an amount equal to the product of the Assigned Quantities not delivered or received and the applicable Undiscounted Contract Price. Neither J. Aron nor the Electricity Supplier shall have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Quantities, except as described in the preceding sentence.

Market Quantities. J. Aron will be required to pay the Electricity Supplier for all Market Quantities that J. Aron fails to Schedule or deliver or the Electricity Supplier fails to Schedule or receive for any reason, including events of Force Majeure. The amount J. Aron is required to pay the Electricity Supplier is equal to the amount the Electricity Supplier is required to pay CCCFA for Market Quantities not delivered or received under the Master Power Supply Agreements, if such failure to deliver or receive Market Quantities is due to Force Majeure. If a failure of J. Aron to deliver Market Quantities is not due to Force Majeure, J. Aron shall pay the higher of the Replacement Price or the Day-Ahead Market Price applicable for such Shortfall Quantity. If there is a failure of the Electricity Supplier to take Market Quantities not due to Force Majeure, J. Aron shall pay an amount based on the price of remarketed Market Quantities, net of certain fees and expenses.

Payment Provisions
Amounts due from J. Aron to the Electricity Supplier under the Electricity Purchase, Sale and Service Agreements (for example, as a result of remarketing or failure to deliver by J. Aron) will be due on or before the 23rd day of the Month following the Month in which such amount accrues; provided that the purchase price of any Call Receivables purchased by J. Aron shall be paid on the applicable due date under the Receivables Purchase Provisions. Amounts due from the Electricity Supplier to J. Aron will be due on or before the 26th day of the Month following the Month in which such amount accrued. J. Aron is not entitled to net amounts due and owing by it thereunder, but the Electricity Supplier is entitled to net any amounts due and owing by J. Aron against its monthly payments due to J. Aron.

Force Majeure
Each of J. Aron and the Electricity Supplier are excused from their respective obligations to receive and deliver Electricity under the Electricity Purchase, Sale and Service Agreements to the extent prevented by Force Majeure, defined generally as an event or circumstance not anticipated and not within the reasonable control of, or the result of negligence of, the party claiming Force Majeure. This includes such events as riot, insurrection, war, labor dispute, natural disaster, vandalism, terrorism, and sabotage. The declaration of Force Majeure by an APC Party under a PPA, by the Project Participant under the Clean Energy Purchase Contracts, or by CCCFA under the Master Power Supply Agreements, constitutes Force 51 Majeure under the Electricity Purchase, Sale and Service Agreements. To the extent that an Assignment Agreement is terminated early, such termination will constitute Force Majeure with respect to J. Aron until the earlier of (a) the commencement of an Assignment Period under a replacement Assignment Agreement, (b) the commencement of a J. Aron EPS Energy Period, or (c) the end of the first Month following the Month in which such early termination of the Assignment Agreement occurs.

Additional Amounts Payable Following a Ledger Event
Option to Make Termination Payments. Following the occurrence of an Electricity Delivery Termination Event due to a Ledger Event and subject to the Electricity Supplier’s prior written consent thereto, J. Aron shall have the option to pay the Termination Payments to the Electricity Supplier for the Month following the Month in which the Ledger Event occurs. J. Aron’s payment of the Termination Payments as described in the immediately preceding sentence will constitute a Termination Payment Event under the Master Power Supply Agreements and accordingly an Early Termination Payment Date will occur as of the last Business Day of the Month following J. Aron’s payment of the Termination Payments to the Electricity Supplier. To the extent J. Aron exercised its option described in this paragraph, J. Aron shall not owe any scheduled payments described in the paragraph below titled “Scheduled Payments Following a Ledger Event.”
Scheduled Payments Following a Ledger Event. If a Ledger Event occurs under the Master Power Supply Agreements and an Early Termination Payment Date has not been designated thereunder, J. Aron is obligated to pay to the Electricity Supplier scheduled Ledger Event Payments calculated to provide a sum sufficient (together with the interest component of the Scheduled Debt Service Deposits) to enable CCCFA to pay interest on the Bonds at the Increased Interest Rate. Such payments are due to the Electricity Supplier on (a) the Business Day preceding each Interest Payment Date, and (b) any Early Termination Payment Date under the Master Power Supply Agreements. See “THE MASTER POWER SUPPLY AGREEMENTS – Ledger Event” and “THE BONDS – Increased Interest Rate Upon Ledger Event.” Assignment
Neither party may assign its rights or obligations under the Electricity Purchase, Sale and Service Agreements without the other party’s consent, except that J. Aron may assign the Electricity Purchase, Sale and Service Agreements to an affiliate of J. Aron, which assignment will constitute a novation; provided that the assignee assumes the obligations of J. Aron under the Electricity Purchase, Sale and Service Agreements and either (a) the EPSSA Guaranty continues to apply to the obligations of such assignee under the Electricity Purchase, Sale and Service Agreements or (b) such assignee provides to the Electricity Supplier a replacement EPSSA Guaranty and a Rating Confirmation with respect to such assignment.

Defaults and Termination Events
J. Aron Default. Each of the following events constitutes a “J. Aron Default” under the Electricity Purchase, Sale and Service Agreements:
(a) J. Aron fails to pay when due any amounts owed to the Electricity Supplier pursuant to the Electricity Purchase, Sale and Service Agreements and such failure continues for five days after receipt by J. Aron of notice thereof, unless GSG has made such payment under the EPSSA Guaranty;
(b) certain bankruptcy or insolvency events occur with respect to J. Aron; or 52 (c) the EPSSA Guaranty ceases to be in full force and effect or is declared to be null and void, or GSG contests the validity or enforceability of the EPSSA Guaranty; provided that no such event will occur as a consequence of GSG becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding.

Electricity Supplier Default. Each of the following events constitutes an “Electricity Supplier Default” under the Electricity Purchase, Sale and Service Agreements:
(a) the Electricity Supplier fails to pay when due any amounts owed to J. Aron pursuant to the Electricity Purchase, Sale and Service Agreements and such failure continues for thirty Business Days after receipt by the Electricity Supplier of notice thereof; or (b) certain bankruptcy or insolvency events occur with respect to the Electricity Supplier.

Automatic Non-Default Termination Event. The occurrence of an Electricity Delivery Termination Date under the Master Power Supply Agreements constitutes an “Automatic Non-Default Termination Event” under the Electricity Purchase, Sale and Service Agreements. The occurrences of an EPSSA Early Termination Date (as defined below) under one Electricity Purchase, Sale and Service Agreement also constitutes an Automatic Non-Default Termination Event under the other Electricity Purchase, Sale and Service Agreements.

Remedies and Termination
Upon the occurrence of a J. Aron Default or an Electricity Supplier Default, the non-defaulting party may designate an early termination date under the Electricity Purchase, Sale and Service Agreements (an “EPSSA Early Termination Date”). An EPSSA Early Termination Date will occur automatically under all Electricity Purchase, Sale and Service Agreements upon the occurrence of an Automatic Non-Default Termination Event.

Upon the occurrence of an EPSSA Early Termination Date, the Delivery Period for Electricity under the Electricity Purchase, Sale and Service Agreements will end and the obligations of the parties to deliver and receive Electricity will terminate.

Security
GSG has provided to the Electricity Supplier the EPSSA Guaranty, which guarantees J. Aron’s payment obligations under the Electricity Purchase, Sale and Service Agreements. None of CCCFA, the Trustee nor the Bondholders have rights to enforce the EPSSA Guaranty.

THE FUNDING AGREEMENT
Set forth below is a summary of certain provisions of the Funding Agreement. This summary does not purport to be a complete description of the terms and conditions of the Funding Agreement and accordingly is qualified by reference to the full text thereof. See APPENDIX K for a description of the Funding Recipient.

General
In connection with the Clean Energy Project, on the Initial Issue Date of the Bonds, the Electricity Supplier will loan proceeds of the prepayment it receives from CCCFA to the Funding Recipient (the “Funding Loan”) under the Funding Agreement.
53 The term of the Funding Agreement will end on the earlier of the (i) last Business Day of the Initial Interest Rate Period for the Bonds (the “Funding Agreement Maturity Date”) and (ii) payment of the Final Payment Amount.

Repayment
The Funding Recipient is required to make monthly payments in the Scheduled Amounts which reflect a fixed interest rate. The Funding Recipient also is required to repay the unpaid Funding Loan plus any accrued interest thereon (the “Final Payment Amount”) on the Funding Agreement Maturity Date. In the case of a termination of the Funding Agreement due to a Funding Agreement Event of Default (described below), the Funding Recipient’s sole remaining obligation under the Funding Agreement will be to pay the Final Payment Amount in the month of such termination. The Final Payment Amount will also be due upon a Funding Recipient Optional Redemption Date (as defined below).

The obligations of the Funding Recipient under the Funding Agreement will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations (subject to the mandatory preference of certain obligations in the liquidation, bankruptcy or other analogous proceedings in respect of it by operation of applicable law).

Events of Default and Termination
If any one or more of the following events (each, an “Funding Agreement Event of Default”) shall have occurred and be continuing:
(a) the Funding Recipient shall fail to make any payment due under the Funding Agreement and such failure continues for five (5) days after receipt by the Funding Recipient of notice thereof; or
(b) an involuntary case or other proceeding shall be commenced against the Funding Recipient seeking liquidation, reorganization or other relief with respect to it or its debts under any applicable federal or state bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar law now or hereafter in effect or seeking the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed, or an order or decree approving or ordering any of the foregoing shall be entered and continued unstayed and in effect, in any such event, for a period of sixty (60) days; or (c) the Funding Recipient shall commence a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent, or shall consent to the entry of a decree or order for relief in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or if it shall file a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or consent to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Funding Recipient or any substantial part of its property, or shall make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action; 54 then, without further action of either party, (i) upon the happening of the event specified in clause (a), the Final Payment Amount shall become due and payable, without the necessity of any presentment, demand, protest or further notice, all of which are hereby waived by the Funding Recipient, on the date that is the last Business Day of the calendar month following the calendar month in which such Funding Agreement Event of Default occurs, and (ii) upon the happening of any event specified in clause (b) or (c), such Final Payment Amount shall automatically become immediately due and payable and the Funding Agreement shall terminate upon payment of the same.

Optional Prepayment
Commencing ____ months after the date hereof, if (x) an “Electricity Delivery Termination Date” as defined in the Master Power Supply Agreements is designated under a Master Power Supply Agreement and (y) thereafter the Electricity Supplier delivers a written notice to the Funding Recipient granting the Funding Recipient with the right to pay the Final Payment Amount, then the Funding Recipient shall have the right at any time after such conditions are satisfied, but no obligation, to elect by written notice to the Electricity Supplier to prepay the Funding Loan in full by payment of the Final Payment Amount. The date for payment of the Final Payment Amount will be the last Business Day of the calendar month following the calendar month in which the Funding Recipient delivers notice to Electricity Supplier electing to prepay the Funding Loan consistent with the immediately preceding sentence (the “Funding Recipient Optional Redemption Date”). The Electricity Supplier agrees to promptly notify the Funding Recipient of the designation of an Electricity Delivery Termination Date under a Master Power Supply Agreement.

Governing Law
The Funding Agreement will be governed by, and construed in accordance with, the laws of the State of New York.

Additional Information
For additional information with respect to the Funding Recipient, see APPENDIX K.

THE MASTER ELECTRICITY SUPPLIER CUSTODIAL AGREEMENT
Set forth below is a summary of certain provisions of the Master Electricity Supplier Custodial Agreement. This summary does not purport to be a complete description of the terms and conditions of the Master Electricity Supplier Custodial Agreement and accordingly is qualified by reference to the full text thereof.

The Electricity Supplier, J. Aron, CCCFA and The Bank of New York Mellon, as custodian (in such capacity, the “Master Custodian”), will enter into a SPE Master Custodial Agreement (the “Master Electricity Supplier Custodial Agreement”) to administer:
(a) the amounts payable to the Electricity Supplier under (i) the Funding Agreement, (ii) the Electricity Purchase, Sale and Service Agreements, (iii) the Master Power Supply Agreements, (iv) the Electricity Supplier Commodity Swaps and (v) the J. Aron Subordinated Loan, and
(b) the amounts payable by the Electricity Supplier under (i) the Master Power Supply Agreements, (ii) the Electricity Purchase, Sale and Service Agreements, (iii) the Electricity Supplier Commodity Swaps and (iv) the J. Aron Subordinated Loan. 55 The Master Electricity Supplier Custodial Agreement establishes a revenue account (the “Electricity Supplier Revenue Account”), a capital account (the “Electricity Supplier Capital Account”), and a put receivables account (the “Electricity Supplier Put Receivables Account”), with the Master Custodian. The amounts payable to the Electricity Supplier under the Funding Agreement, the Electricity Purchase, Sale and Service Agreements, the Master Power Supply Agreements and the Electricity Supplier Commodity Swap are to be paid directly into the Electricity Supplier Revenue Account.

Under the Master Electricity Supplier Custodial Agreements, the Master Custodian will, to the extent of the amounts on deposit in the Electricity Supplier Revenue Account, make monthly transfers for the payment of amounts due by the Electricity Supplier under the Electricity Supplier Commodity Swaps, the Master Power Supply Agreements and the Electricity Purchase, Sale and Service Agreements, in that order. Following these monthly transfers, any remaining funds in the Electricity Supplier Revenue Account are transferred to the Electricity Supplier Capital Account. Pending their application, the amounts in the Electricity Supplier Revenue Account are held in trust for the benefit of the Electricity Supplier.

The Electricity Supplier Capital Account will be initially funded by J. Aron with a cash equity contribution and a subordinated loan initial advance made by J. Aron to the Electricity Supplier not later than the Initial Issue Date. Such amounts, together with a contingent advance available to the Electricity Supplier under the subordinated loan, equal at least three percent (3%) of the outstanding (unamortized) amount of the prepayments under the Master Power Supply Agreements (approximately $____ million as of the Initial Issue Date).

The Electricity Supplier Put Receivables Account will initially be unfunded. J. Aron may, at its option, elect to fund the Electricity Supplier Put Receivables Account in the future. If J. Aron elects to fund the Electricity Supplier Put Receivables Account in the future, the Master Custodian shall transfer an amount equal to the Put Receivables Funding Requirement from the Electricity Supplier Capital Account to the Electricity Supplier Put Receivables Account. Any amounts on deposit in the Electricity Supplier Put Receivables Account shall be transferred promptly by the Master Custodian to pay any amounts due from the Electricity Supplier under the Receivables Purchase Provisions in respect of Put Receivables.

Upon notice from the Electricity Supplier that either the Early Termination Payment Date or the Final Maturity Date has occurred and no further payment is due under the Receivables Purchase Provisions in respect of Put Receivables, the Master Custodian shall transfer promptly all amounts remaining in the Electricity Supplier Put Receivables Account to the Electricity Supplier Capital Account.

Under the Master Electricity Supplier Custodial Agreement, (a) the amounts in the Electricity Supplier Put Receivables Account may be invested only in Qualified Investments; and (b) the amounts in the Electricity Supplier Capital Account may be invested only in direct obligations of the U.S. Treasury or obligations unconditionally guaranteed by the United States, in either case with a maturity of two years or less; certain certificates of deposit and demand deposits; certain money market funds; or Other Qualified Investments, provided that the Electricity Supplier shall only invest amounts held in the Electricity Supplier Capital Account in Other Qualified Investments to the extent that J. Aron has funded the Prepay LLC Capital Account in excess of $4,000,000.

Amounts on deposit in the Electricity Supplier Capital Account shall be withdrawn by the Master Custodian pursuant to instructions provided by the Electricity Supplier and applied to: (a) first meet the Electricity Supplier’s collateral posting obligations under the credit support annex to the Electricity Supplier Commodity Swaps; and (b) second make up any deficiency of the amounts on deposit in the Electricity Supplier Revenue Account for the purposes described above (provided, on any Early Termination Payment Date or upon final maturity of the Bonds, amounts on deposit in the Electricity Supplier Capital Account shall, subject to certain notice requirements, first be used by the Electricity Supplier (and applied by the Master Custodian) to repurchase any Receivables to which J. Aron holds title at such time. The Electricity 56 Supplier’s repayment obligations under the J. Aron Subordinated Loan are subordinate to the Electricity Supplier’s obligations under the Electricity Supplier Commodity Swaps, the Master Power Supply Agreements, and the Electricity Purchase, Sale and Service Agreements.

The Master Custodian shall only withdraw amounts, up to the Maximum Withdrawal Amount (as defined below), on deposit in the Electricity Supplier Capital Account for payment of principal and interest on the J. Aron Subordinated Loan or for any distribution being made by the Electricity Supplier to J. Aron to the extent that the Electricity Supplier Capital Amount (as defined below) exceeds the greater of (a) $4,000,000 after monthly payments from the Electricity Supplier Revenue Account and the Electricity Supplier Capital Account described above, and (b) three percent of the outstanding (unamortized) amount of the prepayments under the Master Power Supply Agreements.

The “Electricity Supplier Capital Amount” means, at any time, the sum of (a) amounts then on deposit in the Electricity Supplier Capital Account, (b) amounts then on deposit in the Electricity Supplier Put Receivables Account, and (c) all committed amounts then available for the Electricity Supplier to draw under any J. Aron Subordinated Loan, as notified by the Electricity Supplier to the Master Custodian from time to time.

The “Maximum Withdrawal Amount” means the lesser of the excesses determined under clauses (a) and (b) above.

The Master Custodian shall have a lien, security interest and right of set-off with respect to the Electricity Supplier Capital Account for the payment of any claim by the Master Custodian for compensation, reimbursement, or indemnity under the Master Electricity Supplier Custodial Agreement.

GSG, J. ARON AND THE ELECTRICITY SUPPLIER
Set forth below is certain information regarding GSG, J. Aron and the Electricity Supplier that has been obtained from such persons and other sources believed to be reliable. CCCFA assumes no responsibility for such information and cannot guarantee the accuracy thereof. Under no circumstance is the Electricity Supplier, J. Aron or GSG obligated to pay any amounts owed in respect of the Bonds.

GSG
GSG, together with its consolidated subsidiaries, is a leading global financial institution that delivers a broad range of financial services across investment banking, securities, investment management and consumer banking to a large and diversified client base that includes corporations, financial institutions, governments and individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.

GSG is a public company that is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports, proxy statements and other information, including financial reports, with the Securities and Exchange Commission (the “SEC”). For further information concerning GSG and J. Aron, see: [UPDATE BEFORE POSTING] • GSG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025; • GSG’s Quarterly Reports on Form 10-Q for the period ended March 31, 2026; • GSG’s Current Reports on Form 8-K (i) dated January 7, 2026 and filed on January 8, 2026, (ii) dated and filed on January 21, 2026, (iii) dated and filed on January 23, 2026, (iv) dated and filed on February 2, 2026, (v) dated February 12, 2026 and filed on February 57 13, 2026, (vi) dated and filed on March 5, 2026, (vii) dated March 9, 2026 and filed on March 13, 2026, (viii) dated and filed on April 13, 2026, (ix) dated and filed on April 20, 2026, and (x) dated April 29, 2026 and filed on May 1, 2026; and • All documents filed by GSG under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or after the date of this Official Statement and prior to the date of the issuance of the Bonds.

These reports and other information are available for review at http://www.sec.gov, an internet site maintained by the SEC.

The senior unsecured long-term debt of GSG is rated “A” (stable outlook) by Fitch, “A2” (stable outlook) by Moody’s and “BBB+” (stable outlook) by S&P.

GSG has provided to the Electricity Supplier a guarantee of J. Aron’s payment obligations under the Electricity Purchase, Sale and Service Agreements (the “EPSSA Guaranty”). None of CCCFA, the Trustee nor the Bondholders have rights to enforce the EPSSA Guaranty.

J. Aron
J. Aron, a participant in the commodities business for over 100 years, was acquired in 1981 by Goldman Sachs, and is the entity through which Goldman Sachs participates in Electricity markets. J. Aron is a registered swap dealer and market-maker for a wide array of commodity derivative contracts including Electricity.

J. Aron has market-based rate authority from the FERC for energy, capacity and ancillary services sales at market-based rates.

The Electricity Supplier
Organization. The Electricity Supplier is a Delaware limited liability company organized for the sole purpose of entering into the transactions on its part with respect to the Clean Energy Project described herein. J. Aron is the sole Prepay LLC Member, and has funded the Electricity Supplier with the cash equity contribution and the subordinated loan described above (the “J. Aron Subordinated Loan”).

The Electricity Supplier is governed by a three-member board of directors. One director is appointed by J. Aron, one director is appointed by CCCFA, and the third director is an independent director appointed by J. Aron. The directors have appointed J. Aron as the manager of the Electricity Supplier.

The director appointed by CCCFA has the sole consent rights with respect to certain matters, including: the designation of an EPSSA Early Termination Date under the Electricity Purchase, Sale and Service Agreements; the designation of an Electricity Delivery Termination Date under the Master Power Supply Agreements due to the occurrence of a Ledger Event; the enforcement of the Funding Agreement or the entry into a replacement thereto with a replacement qualified funding recipient; under certain circumstances, the removal and replacement of J. Aron as manager if the Electricity Purchase, Sale and Service Agreements are terminated due to a J. Aron Default thereunder; the appointment of a third-party Electricity remarketing agent under the Master Power Supply Agreements in the event that there are private 58 business use sales or non-qualified sales of Electricity that are not remediated within twelve Months; the removal and replacement of the Master Custodian; and certain determinations with respect to Reset Periods under the Re-Pricing Agreement. CCCFA covenants in the Indenture that, in any vote that comes before the board of directors of the Electricity Supplier regarding the Electricity Supplier Documents, it will instruct the CCCFA-appointed director to exercise its voting rights in favor of (a) the Electricity Supplier enforcing the provisions of the other Electricity Supplier Documents against the counterparties thereto, and (b) not permitting any assignment, rescission, amendment or waiver to or of the Electricity Supplier Documents which will in any manner materially impair or materially adversely affect the rights of the CCCFA thereunder or the rights or security of the Bondholders under the Indenture.

The director appointed by J. Aron has sole consent rights with respect to certain other matters, including (a) the designation of an Electricity Delivery Termination Date under the Master Power Supply Agreements due to a termination of the CCCFA Commodity Swaps, (b) the termination or replacement of the Electricity Supplier Commodity Swaps and (c) the designation of the Delivering Entity under the Master Power Supply Agreements.

The independent director is required to consider only the interests of the Electricity Supplier and its creditors in acting or voting on certain material actions that require the unanimous consent of the directors. No resignation or removal of the independent director will be effective until a successor independent director has been appointed.

The Electricity Supplier’s limited liability company agreement includes provisions that enable the director appointed by CCCFA to obtain proposals on behalf of the Electricity Supplier from the Funding Recipient and other qualified funding recipients for one or more funding agreements to replace the Funding Agreement(s) upon the maturity date of one or more Funding Agreement (which, in the case of the initial Funding Agreement, coincides with the end of the Initial Interest Rate Period). CCCFA has agreed under the Re-Pricing Agreement to cooperate in good faith with the Electricity Supplier and to take all steps reasonably within its control to cause the Bonds to be remarketed or refunded for the Interest Rate Period that corresponds to each Reset Period.

The Electricity Supplier has market-based rate authority from FERC for energy, capacity and ancillary services sales at market-based rates.
_____________________
Under no circumstance is the Electricity Supplier, J. Aron or GSG obligated to pay any amounts owed in respect of the Bonds.

THE CLEAN ENERGY PURCHASE CONTRACTS
Set forth below is a summary of certain provisions of the Clean Energy Purchase Contracts during the Delivery Period. This summary does not purport to be a complete description of the terms and conditions of the Clean Energy Purchase Contracts and is qualified by reference to the full text thereof.

General
Under the Clean Energy Purchase Contracts, CCCFA has agreed to sell and deliver or cause to be delivered to the Project Participant, and the Project Participant has agreed to purchase and receive from CCCFA quantities of Electricity at the times set forth therein. The Project Participant will purchase and receive Market Quantities under Clean Energy Purchase Contract No. 1 from the beginning of the Delivery Period to [__], 20[__] (unless earlier terminated), and will purchase and receive Assigned Quantities under 59 Clean Energy Purchase Contract No. 2 from [__], 20[__] through the end of the Delivery Period. The Project Participant is not required to purchase and receive or take any Market Quantities under Clean Energy Purchase Contract No. 2, and CCCFA has agreed to cause the Electricity Supplier to remarket any Market Quantities that would otherwise be delivered under Clean Energy Purchase Contract No. 2 pursuant to the provisions of Master Power Supply Agreement No. 2.

If the Delivery Period under a Master Power Supply Agreement is terminated, the related Clean Energy Purchase Contract will terminate on the Electricity Delivery Termination Date, subject to the provisions thereof.

For information regarding the Project Participant, see APPENDIX A.

Pricing Provisions
Contract Price. The formula for calculating the Contract Price under the Clean Energy Purchase Contracts is different for Market Quantities, Assigned Discounted Energy delivered from Initially Assigned PPAs, Assigned Discounted Energy delivered from Replacement Assigned PPAs, and Assigned PAYGO Electricity. In particular, the Contract Price for Assigned Discounted Energy delivered from the Initially Assigned PPAs will be based on the fixed APC Contract Price for each Initially Assigned PPA, and the Contract Price for Assigned Discounted Energy delivered from a Replacement Assigned PPA will be based on the Day-Ahead Average Price. The “Contract Price” under a Clean Energy Purchase Contract means:
(i) with respect to Market Quantities for any Delivery Hour, the (a) the Day-Ahead Market Price for such Delivery Hour at the Market Delivery Point, less (b) the product of the fixed price under the related CCCFA Commodity Swap for Market Quantities, multiplied by the Monthly Discount Percentage;
(ii) with respect to Assigned Discounted Energy delivered under the Initially Assigned PPAs, (a) the applicable APC Contract Price(s) multiplied by (b) the result of 100% less the Monthly Discount Percentage;
(iii) with respect to Assigned Discounted Energy delivered under a Replacement Assigned PPA, (a) the Day-Ahead Average Price less (b) the product of the fixed price under the CCCFA Commodity Swap for Assigned Prepay Quantities delivered under any Replacement Assigned PPAs, multiplied by the Monthly Discount Percentage; and (iv) with respect to Assigned PAYGO Electricity, the APC Contract Price(s). “Assigned Discounted Energy” means, for any Month under Clean Energy Purchase Contract No. 2, for each Assigned PPA, the Assigned Prepay Quantities for such Assigned PPA actually delivered to the Project Participant in such month.

If Market Quantities are required to be delivered under Master Power Supply Agreement No. 2, the Electricity Supplier will remarket Market Quantities that would have otherwise been delivered as described in “THE MASTER POWER SUPPLY AGREEMENTS – Electricity Remarketing.” Pioneer Monthly Payments. Pursuant to the Clean Energy Purchase Contracts, the Project Participant will pay CCCFA the product of the Electricity actually delivered for such Month and the Contract Price therefor, provided that CCCFA shall owe a payment to the Project Participant to the extent that the Contract Price for Assigned Prepay Quantities is negative. 60 Assignment of Power Purchase Agreements
Commencing prior to the commencement of Electricity deliveries under the Assigned Electricity Contracts, and one year prior to the expiration of any future EPS Energy Period, or otherwise immediately upon the early termination or anticipated early termination of an EPS Energy Period or a failure at any time to assign sufficient Assigned Rights and Obligations to reduce Market Quantities to zero for any month in the upcoming 12 months, the Project Participant is required to exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign a portion of the Assigned Rights and Obligations under one or more Assigned PPAs sufficient to reduce Market Quantities to zero, and J. Aron has the right to consent to, pursuant to which the Project Participant is purchasing EPS Compliant Energy and associated attributes, and J. Aron will be obligated to sell and deliver Assigned Electricity it receives under all Assigned Rights and Obligations to the Electricity Supplier pursuant to Electricity Purchase, Sale and Service Agreement No. 2, and the Electricity Supplier will be obligated to deliver such Electricity to CCCFA pursuant to Master Power Supply Agreement No. 2.

Under certain circumstances described in Electricity Purchase, Sale and Service Agreement No. 2, J. Aron is obligated to exercise Commercially Reasonable Efforts to obtain EPS Compliant Energy for ultimate redelivery to the Project Participant pursuant to Clean Energy Purchase Contract No. 2. The delivery period for such EPS Compliant Energy (any such period, a “J. Aron EPS Energy Period”) obtained during the Initial Interest Rate Period shall not exceed the length of the Initial Interest Rate Period.

Failure to Obtain EPS Compliant Energy. To the extent an EPS Energy Period terminates or expires while Electricity deliveries are in effect under the Assigned Electricity Contracts, and the Project Participant and J. Aron have been unable to obtain EPS Compliant Energy for delivery, then the Electricity Supplier shall remarket the Market Quantities pursuant to Master Power Supply Agreement No. 2. The obligations of the Project Participant and J. Aron described under this heading shall continue to apply, and the Project Participant may not make any new commitment to purchase Priority Electricity during such a remarketing.

Adjustments to Market Quantities. Market Quantity Reductions under Clean Energy Purchase Contract No. 2 have been calculated to reflect any replacement of the Assigned Rights and Obligations under an Assigned PPA or other commencement of a subsequent Assignment Period or a delivery period for any EPS Compliant Energy procured by J. Aron. Effective upon the first day of the third month following the early termination of an EPS Energy Period, the Market Quantity Reductions will be revised as described under the heading “THE MASTER POWER SUPPLY AGREEMENTS – Assignment of Power Purchase Agreements – Adjustments to Market Quantities and Assigned Quantities.” Failure to Schedule, Take, or Deliver Assigned Energy. CCCFA and the Project Participant will have no payment obligation to each other under Clean Energy Purchase Contract No. 2 with respect to any portion of the Assigned Prepay Quantities that is not delivered in any Month. If Assigned Electricity less than the Assigned Prepay Quantities is delivered under an Assigned PPA in any Month for reasons other than Force Majeure, or if an Assigned PPA FM Remarketing Event is in effect, Assigned Electricity not delivered and corresponding amounts paid will be reconciled between the Electricity Supplier and CCCFA as described under the heading “THE MASTER POWER SUPPLY AGREEMENTS – Assignment of Power Purchase Agreements – Reconciling Insufficient Deliveries of Assigned Energy” and “– Electricity Remarketing – Assigned Electricity” herein.

J. Aron Non-Payments to APC Party. To the extent that J. Aron fails to pay when due any J. Aron Prepay Payment, and the Project Participant makes such payment to the applicable APC Party, upon notice CCCFA shall pay such amount to the Project Participant. 61 Billing and Payment
No later than the fifth day of each month during the Delivery Period under any Clean Energy Purchase Contract (excluding the first month of the Delivery Period) and the first Month following the end of the Delivery Period, the Project Participant shall deliver to CCCFA a statement (a “Purchaser’s Statement”) listing (i) in respect of any Shortfall Quantity in the prior month, the Replacement Price applicable to such Shortfall Quantity, and (ii) any other amounts due to the Project Participant in connection with such Clean Energy Purchase Contract with respect to the prior Months.

Not later than 20 days following the end of the month during the Delivery Period (under a Clean Energy Purchase Contract) and the first month following the end of the Delivery Period, CCCFA must provide a monthly billing statement (a “Billing Statement”) to the Project Participant indicating (i) the total amount due to CCCFA for Electricity delivered in the prior month, (ii) any other amounts due to CCCFA or the Project Participant in connection with such Clean Energy Purchase Contract with respect to the prior months, and (iii) the net amount due to CCCFA or the Project Participant; provided that the Electricity Supplier’s delivery of a Billing Statement to CCCFA or the Project Participant pursuant to the related Master Power Supply Agreement shall be deemed to satisfy CCCFA’s obligation to deliver a Billing Statement under such Clean Energy Purchase Contract. If the Billing Statement indicates an amount due from the Project Participant, then the due date for payment by the Project Participant will be the 23rd day of the month following the most recent month to which such Billing Statement relates (or if such day is not a Business Day, the preceding Business Day). If the Billing Statement indicates an amount due from CCCFA, then the due date for payment by CCCFA will be the 28th day of the month following the most recent month to which such Billing Statement relates (or if such day is not a Business Day, the following Business Day). If the Project Participant disputes the appropriateness of any charge or calculation in any billing statement, the Project Participant, within two years after the applicable month of product delivery, must notify CCCFA of the existence of and basis for such dispute and must pay all amounts billed by CCCFA, including any amounts in dispute. To the extent it is ultimately determined that the Project Participant did not owe the disputed amount, CCCFA must pay the Project Participant the disputed amount plus interest.

Annual Refunds
CCCFA has agreed to provide an annual refund, if any, to the Project Participant from amounts available for distribution pursuant to the Indenture, which amount shall be credited to the next amount due from the Project Participant following the release of funds to CCCFA under the terms of the Indenture. In determining the amount of such refund, if any, CCCFA may reserve such funds (i) as may be required under the terms of the Indenture or (ii) with the prior written consent of the Project Participant, (a) to fund or maintain the Minimum Discount Percentage for any future Reset Period, (b) to fund or maintain any rate stabilization or working capital reserve, (c) to reserve or account for unfunded liabilities and expenses, or (d) for other costs of the Clean Energy Project.

Covenants of the Project Participant
Operating Expenses. The Project Participant covenants (a) to make the payments on its part due under the Clean Energy Purchase Contracts from the revenues of its electric utility system, and only from such revenues, as a charge against such receivables, as an item of operating expenses and a cost of purchased Electricity; provided the Project Participant in its discretion may apply any legally available moneys to the payment of amounts due under the Clean Energy Purchase Contracts, and (b) that in any future bond issue, certificate of participation issue, swap, or other financial transaction undertaken in connection with its electric system, it will not pledge or encumber the revenues of its electric system through a gross revenue 62 pledge or in any other way which creates a prior or superior obligation to its obligation to make payments under the Clean Energy Purchase Contracts.

Maintenance of Rates and Charges. The Project Participant has covenanted and agreed that it will establish, maintain, and set rates and charges for its electric system so as to provide revenues sufficient, together with all available electric system revenues, to enable it to pay to CCCFA all amounts payable under its Clean Energy Purchase Contracts, and to pay all other amounts payable from the revenues of the Project Participant’s electric system, and to maintain required reserves.

Qualifying Use. The Project Participant has agreed that it will (a) provide such information with respect to its community choice aggregation program as may be requested by CCCFA in order to establish the tax-exempt status of the Bonds, and (b) act in accordance with such written instructions as tax counsel to CCCFA may provide from time to time that are reasonably necessary to enable CCCFA to maintain the tax-exempt status of interest on the Bonds. Without limiting the foregoing, the Project Participant has further agreed to sell or otherwise use the Electricity purchased under the Clean Energy Purchase Contracts (a) in a “qualifying use” as defined in the applicable U.S. Treasury Regulation, (b) in a manner that will not result in any private business use of that Electricity within the meaning of Section 141 of the Code, and (c) consistent with its Federal Tax Certificate (collectively, the “Qualifying Use Requirements”).

In the event that the Project Participant remarkets the Electricity it receives under the Clean Energy Purchase Contracts in a manner that does not comply with the Qualifying Use Requirements due to fluctuations in its commodity needs, the Project Participant agrees to exercise Commercially Reasonable Efforts to use the proceeds of such remarketing to purchase Electricity (other than Priority Electricity, which is described below) for use in compliance with such Qualifying Use Requirements. The Project Participant further agrees to provide quarterly reports to CCCFA with respect to the quantity of proceeds from sales of Electricity that were sold in a transaction that does not comply with the Qualifying Use Requirements and that have not been remediated by applying such proceeds to purchase Electricity that are used in compliance with the Qualifying Use Requirements. The amount of any such unremediated proceeds will be entered on the ledger system maintained by J. Aron under the Electricity Purchase, Sale and Service Agreements.

Priority Electricity. The Project Participant agrees to purchase and receive Market Quantities and Assigned Quantities to be delivered under the Clean Energy Purchase Contracts (a) in priority over and in preference to all other Electricity available to it that are not Priority Electricity; and (b) on at least a pari passu and non-discriminatory basis with other Priority Electricity. For purposes of this covenant and during the Delivery Period, “Priority Electricity” means Market Quantities and Assigned Quantities, together with any other Electricity that (a) the Project Participant is obligated to take under a long-term agreement, which Electricity either has been purchased by the Project Participant or a joint action agency pursuant to a long-term prepaid power purchase agreement using the proceeds of tax-exempt bonds, notes or other obligations or (b) with respect to Energy, Energy that is generated using capacity that was constructed using the proceeds of tax-exempt bonds, notes, or other obligations.

Delivery Points; Title and Risk of Loss
Market Electricity. While deliveries of Electricity are required under Clean Energy Purchase Contract No. 1, CCCFA is required to deliver Market Electricity to the Market Delivery Points, and is responsible for arranging transmission and scheduling services with its Transmission Providers to deliver Market Electricity to the Market Delivery Point. The Project Participant is responsible for arranging transmission and scheduling with its Transmission Providers in accordance with their practices, to receive the Market Electricity at the Market Delivery Point (or, if the Electricity Supplier arranges and is responsible for transmission and scheduling services, then the Project Participant’s obligations as described in this paragraph shall be relieved pro tanto.)
63 Assigned Electricity. Assigned Electricity delivered under Clean Energy Purchase Contract No. 2 shall be scheduled for delivery to and receipt at the applicable Assigned Delivery Point specified in the applicable Assignment Schedule. All other Assigned Electricity will be delivered pursuant to the terms of the applicable Assignment Agreement. Scheduling and transmission of Assigned Electricity shall be in accordance with the applicable Assignment Schedule.

Title. Title to and risk of loss of the Energy delivered under the Clean Energy Purchase Contracts shall pass from CCCFA to the Project Participant at the applicable Delivery Point. The transfer of title and risk of loss for Assigned Electricity shall be in accordance with the applicable Assignment Agreement.

Failure to Perform
Clean Energy Purchase Contract No. 1. If, for any Delivery Hour under Clean Energy Purchase Contract No. 1, CCCFA breaches its obligation to schedule or deliver any part of the Market Quantity, then the portion of the Market Quantity that CCCFA failed to Schedule or deliver shall be a “Shortfall Quantity.” To the extent the Project Participant actually purchases Replacement Electricity with respect to any Shortfall Quantity, CCCFA will pay the Project Participant for any positive difference between the price of the Replacement Electricity and the Contract Price, plus an administrative fee.

If, for any Delivery Hour under Clean Energy Purchase Contract No. 1, the Project Participant breaches its obligation to Schedule or take all or any portion of the Market Quantity, it shall remain obligated to pay CCCFA the Contract Price for such Market Quantity. CCCFA will credit to the Project Participant’s account any net revenues it may receive from the Electricity Supplier under Master Power Supply Agreement No. 1 in connection with the ultimate sale of such Market Quantity to Municipal Utilities or, if necessary, other purchasers, up to the Contract Price.

Clean Energy Purchase Contract No. 2. While Electricity deliveries are in effect under the Assigned Electricity Contracts, to the extent that (i) the Assigned Prepay Quantities of Electricity under an Assigned PPA are not delivered to the Project Participant in any Month for any reason other than Force Majeure or (ii) an Assigned PPA FM Remarketing Event has occurred and is in effect, the remarketing provisions of Master Power Supply Agreement No. 2 will apply. See “THE MASTER POWER SUPPLY AGREEMENTS – Electricity Remarketing” and “– Remarketing of Energy” below.

Neither the Project Participant nor CCCFA has any liability to one another for any failure to Schedule, take or deliver Assigned Electricity.

Remarketing of Energy
Clean Energy Purchase Contract No. 1. In the event the Project Participant does not require all or any portion of the Market Quantities delivered to meet its requirements for Energy for any under Clean Energy Purchase Contract No. 1 as a result of (i) insufficient demand by its retail customers, or (ii) a change in law, the Project Participant may request that the Electricity Supplier sell such portion of the Market Quantities to (a) another Municipal Utility or (b) if necessary, another purchaser.

Clean Energy Purchase Contract No. 2. In the event, while Electricity deliveries are in effect under the Assigned Electricity Contracts, (a) a quantity of Assigned Electricity less than the Assigned Prepay Quantity is delivered under an Assigned PPA in any Month (for any reason other than Force Majeure events), (b) an Assigned PPA FM Remarketing Event has occurred and is in effect, or (c) CCCFA is required to cause Market Quantities (which are not EPS compliant under California law) that otherwise would be delivered under Clean Energy Purchase Contract No. 2 to be remarketed, the Project Participant will be deemed to have requested for the Electricity Supplier to remarket the portion of the Assigned 64 Electricity or Market Quantities (as applicable) not delivered. Any such remarketing will be treated as a purchase by the Electricity Supplier for its own account and will constitute a private business use sale.

In the event the Project Participant does not require all or any portion of the Assigned Prepay Quantities delivered to meet its requirements for Energy for any Month that it is obligated to purchase under Clean Energy Purchase Contract No. 2 as a result of (i) insufficient demand by its retail customers, or (ii) a change in law, the Project Participant may request that the Electricity Supplier sell such portion of the Assigned Electricity to (a) another Municipal Utility or (b) if necessary, another purchaser. If the Project Participant makes such a request, J. Aron has the right to terminate the Assignment Period applicable to such Assigned Quantities and remarket Market Quantities.

The Project Participant is not required to purchase and receive any Market Quantities under Clean Energy Purchase Contract No. 2 has no payment obligations with respect thereto, and CCCFA will cause all Market Quantities that would otherwise be delivered under Clean Energy Purchase Contract No. 2 to be remarketed.

CCCFA arranges for sales through the Electricity Supplier in accordance with the remarketing provisions and procedures set forth in the Master Power Supply Agreements. See “THE MASTER POWER SUPPLY AGREEMENTS – Electricity Remarketing” and “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENTS – J. Aron as Agent – Electricity Remarketing.” Force Majeure
Either party will be excused from the performance of its obligations under the Clean Energy Purchase Contracts to the extent such failure was caused by an event of Force Majeure (as defined in APPENDIX C) and the claiming party serves notice and details thereof, other than its obligation to make payments under the Clean Energy Purchase Contracts then due or becoming due with respect to performance prior to the Force Majeure. The declaration of Force Majeure by an APC Party under an Assigned PPA shall constitute Force Majeure under Clean Energy Purchase Contract No. 2. The declaration of Force Majeure by the Electricity Supplier under the Master Power Supply Agreements will constitute Force Majeure in respect of CCCFA to the extent the conditions of Force Majeure set forth in the Clean Energy Purchase Contracts have been satisfied with respect to the Electricity Supplier. To the extent that an Assignment Agreement is terminated early while Electricity deliveries are in effect under the Assigned Electricity Contracts, such termination will constitute Force Majeure with respect to CCCFA until the earlier of (a) the commencement of an Assignment Period under a replacement Assignment Agreement, (b) the commencement of a J. Aron EPS Energy Period, or (c) the end of the first month following the month in which such early termination of the Assignment Agreement occurs.

Defaults and Termination Events
Defaults. Each of the following is a default under the Clean Energy Purchase Contracts with respect to a party:
(a) Any representation or warranty made by such party in either Clean Energy Purchase Contract shall prove to have been incorrect in any material respect when made (which, with respect to such a default by the Project Participant, is not remedied within thirty (30) days following receipt of written notice thereof); and
(b) Such party fails to perform, observe or comply with any covenant, agreement or term contained in either Clean Energy Purchase Contract, and such failure continues for more than 30 days following receipt of written notice thereof. 65 In addition, each of the following is a default by the Project Participant under the Clean Energy Purchase Contracts:
(a) Failure by the Project Participant to pay when due any amounts owed to CCCFA under either Clean Energy Purchase Contract, subject to certain grace periods; (b) The insolvency or bankruptcy of the Project Participant; and (c) The Project Participant’s failure to perform, observe, or comply with any material covenant, agreement or term in either Clean Energy Purchase Contract, including any failure to establish, maintain, or collect rates or charges adequate to provide revenues sufficient to enable the Project Participant to pay all amounts due to CCCFA under either Clean Energy Purchase Contract, and any such failure continues for more than 30 days following receipt of written notice thereof.

Pioneer Community Energy Board of DirectorsMay 21, 2026

Pioneer Community Energy Board of Directors
May 21, 2026