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(f) On or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc. (“Guarantor”) to issue, in favor of PPA Seller, a guaranty of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (the “Guaranty”).
(g) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.
2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties hereto; (2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within thirty (30) days following the later of receipt of written notice by J. Aron and PPA Buyer; (3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron; or (4) delivery of a written notice by J. Aron if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller. (b) In the event of an early termination pursuant to Section 2(a), the Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall revert from J.
Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the early termination of the Assignment Period. (c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) J.
Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller Resolution No. 2026-006
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prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period. (d) The Assignment Period will automatically terminate upon any termination of the Guaranty. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties. PPA Buyer and PPA Seller each represents and warrants to J. Aron, with respect to itself only, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give PPA Buyer or PPA Seller the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the beginning of the Assignment Period have been fulfilled in all material respects. PPA Seller further represents to PPA Buyer and J. Aron that it has the full power, authority, and legal right to enter into this Assignment Agreement.
4. Notices. Any notice, demand, statement, invoice or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer agrees to notify J. Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:
J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]
5. Miscellaneous. Sections 12.1 (Representations and Warranties of Buyer), 14.11 (Entire Agreement; Amendments), 14.14 (Execution in Counterparts), 14.16 (Waiver; Available Remedies), 14.17 (Relationship of the Parties), 14.19 (Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability), 14.20 (Severability), 14.21 (Confidentiality), and
14.22 (Mobile-Sierra) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.
6. U.S. Resolution Stay Provisions.
(a) As between J. Aron and PPA Buyer, J. Aron and PPA Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), Resolution No. 2026-006
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the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Assignment Agreement, and for the purposes of such incorporation, (i) J. Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S.
Stay Protocol, the ISDA U.S. Stay Protocol will prevail. (b) As between J. Aron and PPA Seller:
(1) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States.
(2) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(3) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:
(i) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and (ii) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Resolution No. 2026-006
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Enhancement in violation of any law applicable to PPA Seller. (4) U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Stay Protocol, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b). (5) Definitions. For purposes of this Section 6(b):
(i) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and
(ii) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.
7. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” and that the Parties shall constitute “forward contract merchants” within the meaning of the United States Bankruptcy Code.
8. Costs and Expenses. The Parties will each pay their own costs and expenses (including legal fees) incurred in connection with this Agreement and as a result of the negotiation, preparation, and execution of this Agreement.
9. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.
All judicial proceedings arising out of or relating to this Assignment Agreement and only involving PPA Buyer and PPA Seller shall be brought exclusively in a state or federal court in the County of Los Angeles in the State of California, and each Party consents to such jurisdiction.
The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.
Resolution No. 2026-006
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(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.
[Remainder of Page Intentionally Blank]
Resolution No. 2026-006
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[Signature Page to Limited Assignment Agreement]
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Antelope DSR—Vernon) effective as of the date first set forth above.
ANTELOPE DSR 1, LLC
By:
Name:
Title:
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
Name:
Title:
J. ARON & COMPANY LLC
By:
Name:
Title:
Resolution No. 2026-006
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Appendix 1
Assigned Rights and Obligations
PPA: The Power Purchase Agreement dated July 16, 2015 by and between Southern California Public Power Authority and Antelope DSR 1, LLC, as amended from time to time.
APC Contract Price: [⚫]
Assigned Delivery Point: The Point of Delivery (as defined in the PPA). “Assignment Period” means the period beginning on [⚫] and extending until [⚫], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination.
Assigned Prepay Quantity: As set forth in Appendix 2; provided that (i) all Assigned Products shall be delivered pursuant to the Limited Assignment Agreement during the Assignment Period as provided in Appendix 1 and (ii) the Assigned Prepay Quantity is defined for the convenience of PPA Buyer and J. Aron and shall have no impact on the obligations of the Parties under the Limited Assignment Agreement.
“Assigned Products” includes (1) 50% of Facility Energy during the Assignment Period; and (2) Environmental Attributes associated with such 50% of Facility Energy transferred during the Assignment Period; provided, however, that the following are expressly excluded from the Assigned Products and any and all rights and obligations with respect to the following shall remain with PPA Buyer: (i) 50% of Facility Energy not subject to this Agreement during the Assignment Period, (ii) Environmental Attributes associated with such 50% of Facility Energy not subject to this Agreement during the Assignment Period, (iii) Capacity Rights and (iv) any other products, services and/or attributes (other than as provided in clauses (1) and (2) above) which are or can be produced by or associated with the Facility.
Further Information: PPA Seller shall continue to transfer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Facility Energy under the PPA pursuant to Section 8.4 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of both J. Aron and PPA Buyer upon twenty (20) Business Days’ notice, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such Assigned Products.
Resolution No. 2026-006
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Appendix 2
Assigned Prepay Quantity
Resolution No. 2026-006
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Appendix 3
Form of GSG Guaranty
DATE
NAME
ADDRESS
Attention:
Ladies and Gentlemen:
For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to Antelope DSR 1, LLC (the “Counterparty”) arising out of or under the Limited Assignment Agreement (Antelope DSR–Vernon) among the Company, the Counterparty and Southern California Public Power Authority dated as of [⚫], 2025. This Guaranty is one of payment and not of collection.
The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation or liability to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of any such obligation or liability, suit or the taking of other action by Counterparty against, and any other notice to, the Company, the Guarantor or others.
Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder:
(1) agree with the Company to make any change in the terms of any obligation or liability of the Company to Counterparty, (2) take or fail to take any action of any kind in respect of any security for any obligation or liability of the Company to Counterparty, (3) exercise or refrain from exercising any rights against the Company or others, or (4) compromise or subordinate any obligation or liability of the Company to Counterparty including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor.
This Guaranty shall continue in full force and effect until the opening of business on the fifth business day after Counterparty receives written notice of termination from the Guarantor. It is understood and agreed, however, that notwithstanding any such termination this Guaranty shall continue in full force and effect with respect to the obligations and liabilities set forth above which shall have been incurred prior to such termination.
The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported Resolution No. 2026-006
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assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS
LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.
In the event the Guarantor becomes subject to a proceeding under the Federal Deposit Insurance Act or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together, the "U.S. Special Resolution Regimes"), the transfer of this Guaranty, and any interest and obligation in or under, and any property securing, this Guaranty, from the Guarantor will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime if this Guaranty, and any interest and obligation in or under this Guaranty, were governed by the laws of the United States or a state of the United States. In the event the Company or the Guarantor, or any of their affiliates, becomes subject to a U.S. Special Resolution Regime, default rights against the Company or the Guarantor with respect to this Guaranty are permitted to be exercised to no greater extent than such default rights could be exercised under such U.S. Special Resolution Regime if this Guaranty was governed by the laws of the United States or a state of the United States.
Very truly yours,
THE GOLDMAN SACHS GROUP, INC.
By:
Authorized Officer
Resolution No. 2026-006
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FORM OF LIMITED ASSIGNMENT AGREEMENT
(ASTORIA—[COLTON][VERNON])
This Limited Assignment Agreement (Astoria—[Colton][Vernon]) (this “Assignment Agreement” or “Agreement”) is entered into as of [⚫], 2025, by and among Re Astoria 2 LLC, a Delaware limited liability company (“PPA Seller”), Southern California Public Power Authority, a joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of the Act and the Joint Powers Agreement (“PPA Buyer”), and J.
Aron & Company LLC, a New York limited liability company (“J. Aron”), and relates to that certain power purchase agreement (the “PPA”) between, among other parties, PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.
In consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and J. Aron (the “Parties” hereto; each is a “Party”) agree as follows:
1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described on Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer.
(b) PPA Buyer hereby delegates to J. Aron the obligation to pay for all Assigned Products that is actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof). To the extent J. Aron fails to pay for any Assigned Products by the due date for payment set forth in the PPA, PPA Buyer agrees that it will remain responsible for such payment and that it will be a Default pursuant to Section 13.1(a) of the PPA if PPA Buyer does not make such payment within thirty (30) days of receiving notice of such non-payment from PPA Seller.
(c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron hereby agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period to the extent expressly set forth in this Agreement.
EXHIBIT B
Resolution No. 2026-006
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(d) All scheduling of Assigned Products and other communications related to the PPA shall take place pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Products will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Products in accordance with the PPA; (ii) PPA Buyer and its designee as Scheduling Coordinator under the PPA are each hereby authorized by J. Aron to and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any Force Majeure Notice or notice of Default, or default, breach or other occurrence that, if not cured within the applicable grace period, could result in a Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to J.
Aron of forecasts provided pursuant to Section 7.3 of the PPA; (v) PPA Seller will provide copies to J. Aron of all invoices and supporting data provided to PPA Buyer pursuant to Section 11.2(a) of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a monthly invoice, including pursuant to Section 11.3, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (vi) PPA Buyer and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products. [Notwithstanding any other provision of this Assignment Agreement, PPA Buyer and its designee as Scheduling Coordinator under the PPA each shall be entitled to retain for its own account all amounts payable by CAISO to either of them associated with the delivery of the Assigned Products to CAISO.]
1 (e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to [the City of Colton][the City of Vernon], and (ii) in the event that [the City of Colton][the City of Vernon] fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by [the City of Colton][the City of Vernon] for such Assigned Products (“[City of Colton][City of Vernon] Receivables”) may be transferred to J. Aron. To the extent any such [City of Colton][City of Vernon] Receivables are transferred to J. Aron, J. Aron may transfer such [City of Colton] [City of Vernon] Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation.
Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such [City of Colton][City of Vernon] Receivables directly against[City of Colton][the City of Vernon] following the transfer of such [City of Colton][City of Vernon] Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or [the City of Colton][the City of Vernon], PPA Seller shall have no further claim for such amounts.
(f) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA. 1 NTD: This bracketed sentence is under review by J. Aron tax personnel.
Resolution No. 2026-006
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2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties;
(2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within thirty (30) days following the later of receipt of written notice by J. Aron and PPA Buyer;
(3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron; or (4) delivery of a written notice by J. Aron if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller. (b) The Assignment Period will end at the end of last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period
(c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) J.
Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties. PPA Seller and the PPA Buyer represent and warrant to J. Aron, each with respect to itself only, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the Assignment Period Start Date have been fulfilled in all material respects. PPA Seller further represents to PPA Buyer and J. Aron that it has secured all known consents to this Resolution No. 2026-006
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Assignment Agreement that may be required by the PPA, any agreement referenced therein or any assignment of its rights thereunder.
4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer agrees to notify J. Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:
J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]
5. Miscellaneous. Sections 12.1 (Representations, Warranties and Covenants of Buyers), 14.11 (Entire Agreement; Amendments), 14.14 (Execution in Counterparts), 14.17 (Relationship of the Parties), 14.19 (Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability), 14.20 (Severability), 14.21 (Confidentiality), and 14.22 (Mobile-Sierra) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.
6. U.S. Resolution Stay Provisions.
(a) As between J. Aron and PPA Buyer, J. Aron and PPA 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 Assignment Agreement, and for the purposes of such incorporation, (i) J.
Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail. (b) As between J. Aron and PPA Seller:
(i) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States. (ii) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Resolution No. 2026-006
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Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (iii) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:
(1) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and
(2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.
(iv) U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Stay Protocol, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b). (v) For purposes of this Section 6(b):
(1) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and
(2) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.
7. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by Resolution No. 2026-006
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federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.
All judicial proceedings arising out of or relating to this Assignment Agreement and only involving PPA Buyer and PPA Seller shall be brought exclusively in a state or federal court in the County of Los Angeles in the State of California, and each Party consents to such jurisdiction.
The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.
(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Astoria—[Colton][Vernon]) effective as of the date first set forth above.
RE ASTORIA 2 SOLAR LLC
By:
Name:
Title:
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
Name:
Title:
J. ARON & COMPANY LLC
By:
Name:
Title:
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Appendix 1
Assigned Rights and Obligations
“PPA” means that certain Power Purchase and Sale Agreement dated July 23, 2014, by and between Re Astoria 2 LLC, Southern California Public Power Authority, Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley, and City of Rancho Cucamonga, as amended from time to time.
2 “Assignment Period” means the period beginning on [⚫] and extending until [⚫], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination. “Assigned Products” includes (1) [9.3334%][39.9999%] of Facility Energy during the Assignment Period; and (2) Environmental Attributes associated with such [9.3334%][39.9999%] of Facility Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from the Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) [90.6666%][60.0001%] of Facility Energy not subject to this Agreement during the Assignment Period, (ii) Environmental Attributes associated with such [90.6666%][60.0001%] of Facility Energy not subject to this Agreement during the Assignment Period, (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes (other than as provided in clauses (1) and (2) above) which are or can be produced by or associated with the Facility.
Assigned Delivery Point: The Point of Delivery as defined in the PPA.
Assigned Prepay Quantity: As set forth in Appendix 2; provided that (i) all Assigned Products shall be delivered pursuant to the Limited Assignment Agreement during the Assignment Period as provided in Appendix 1 and (ii) the Assigned Prepay Quantity is defined for the convenience of PPA Buyer and J. Aron and shall have no impact on the obligations of the Parties under the Limited Assignment Agreement.
APC Contract Price: $[⚫]/MWh
Further Information: PPA Seller shall transfer the WREGIS Certificates pursuant to Section
8.4 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of J. Aron and PPA Buyer upon twenty (20) Business Days’ notice, which change shall be effective as of the first day of the next calendar month after such notice period has expired, unless otherwise agreed. All Assigned Products 2 NTD: This Assignment Agreement will require the prior written consent of all the other buyers under the PPA: PWR Pooling Authority, Lodi, Corona, Moreno Valley and Rancho Cucamonga.
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delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such AssignedProducts.
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Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
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LIMITED ASSIGNMENT AGREEMENT
(DAGGETT–VERNON)
This Limited Assignment Agreement (Daggett–Vernon) (this “Assignment Agreement” or “Agreement”) is entered into as of [⚫], 2026 by and among Daggett Solar Power 2 LLC, a Delaware limited liability company (“PPA Seller”), Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.) (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J.
Aron”), and relatesto that certain Power Purchase Agreement (the “PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.
In consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and J. Aron (the “Parties” hereto; each is a “Party”) agree as follows:
1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described on Appendix 1 (the “Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Product Rights”). All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer, including the right to receive any additional quantities of products beyond the limits set forth in Appendix 1.
(b) PPA Buyer hereby delegates to J. Aron the obligation to pay the APC Contract Price for all Assigned Products that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to the Assigned Products; and (ii) the Parties acknowledge and agree that (A) PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof) and (B) J. Aron and PPA Buyer’s respective payments during the Assignment Period shall be administered by a custodian who will transfer to PPA Seller on each payment due date the amounts paid by J. Aron and PPA Buyer with respect to each invoice (and it is anticipated that the custodian will consolidate the amounts received from J. Aron and PPA Buyer and make a single wire transfer to PPA Seller with respect to each invoice). To the extent J. Aron fails to pay the Delivered Product Payment Obligation by the due date for paymentset forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it shall have the
EXHIBIT C
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option to make such payment, and that it will be a Default pursuant to Section 13.1(a) of the PPA if PPA Buyer does not make such payment, within twenty (20) days of receiving notice of such non-payment from PPA Seller. Notwithstanding the administration of payment obligations by a custodian, PPA Buyer and Limited Assignee shall be liable for their respective payment obligations in accordance with the terms and conditions of the PPA and this Agreement, including for any failure to receive payment from such custodian by the applicable payment due date. 1 (c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. (d) All scheduling of Assigned Products and other communications related to the PPA shall take place pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Products will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Products in accordance with the PPA; (ii) PPA Buyer and its designee as Scheduling Coordinator under the PPA are each hereby authorized by J. Aron to and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any notice of a Force Majeure event or event of Default or default, breach or other occurrence that, if not cured within the applicable grace period, could result in an event of Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Buyer will provide copies to J. Aron of forecasts that PPA Buyer receives pursuant to Section 7.3 of the PPA; (v) PPA Seller will provide copies to J. Aron of all invoices and supporting data relating to the Assigned Products provided by PPA Seller pursuant to Section 11.3(a) of the PPA; provided that any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) Business Days prior to the payment due date for a monthly invoice, including pursuant to Section 11.4 of the PPA, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (vi) PPA Buyer will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products. Notwithstanding any other provision of this Assignment Agreement, PPA Buyer and its designee as Scheduling Coordinator under the PPA each shall be entitled to retain for its own account all amounts payable by CAISO to either of them associated with the delivery of the Assigned Products to CAISO.
(e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to the City of Vernon, and (ii) in the event that the City of Vernon fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by the City of Vernon for such Assigned Products (“City of Vernon Receivables”) may be transferred to J. Aron. To the extent any such City of Vernon Receivables are transferred to J. Aron, 1 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.
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J. Aron may transfer such City of Vernon Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation.
Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such City of Vernon Receivables directly against the City of Vernon following the transfer of such City of Vernon Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or the City of Vernon, PPA Seller shall have no further claim for such amounts. 2 (f) On or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc., a Delaware corporation (“Guarantor”), to issue, in favor of PPA Seller, a guaranty of J. Aron’s payment obligations under this Assignment Agreement, substantially in the form of Appendix 3 attached hereto (the “Guaranty”).
(g) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.
2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties; (2) delivery of a written notice oftermination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within twenty (20) days following the later of receipt of written notice by J.
Aron and PPA Buyer;
3 (3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron or Guarantor;
4 or
(4) delivery of a written notice by J. Aron if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller or PPA 2 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to revised to reflect that the City of Vernon, and not SCPPA itself, will ultimately receive the Assigned Products under the LAA and pay for such products pursuant to the prepay transaction.
3 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.
4 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.
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Buyer.
5 (b) The Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period. 6 (c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from J.
Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(d) The Assignment Period will automatically terminate upon delivery by Guarantor to PPA Seller of a notice of any termination of the Guaranty. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties. PPA Seller and PPA Buyer represent and warrant to J.
Aron, each with respect to itself only, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the date hereof have been fulfilled. PPA Seller further represents to PPA Buyer and J.
Aron that it has secured all known consents to this Assignment Agreement that may be required 5 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.
6 Note to Clearway: The added reversion language in this provision aligns with Sections 2(c) and 2(d).
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by the PPA, any agreement referenced therein or any assignment of its rights thereunder. 7 4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer agrees to notify J. Aron of any updates to such notice information. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:
J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]
5. Miscellaneous. Sections 12.1 (Representations and Warranties of Buyer), 14.11 (Entire Agreement; Amendments), 14.14 (Execution in Counterparts), 14.17 (Relationship of the Parties), 14.20 (Severability), 14.21 (Confidentiality), and 14.22 (Mobile-Sierra) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein. 8 6. U.S. Resolution Stay Provisions.9
(a) As between J. Aron and PPA Buyer, J. Aron and PPA 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 Assignment Agreement, and for the purposes of such incorporation, (i) J.
Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail. (b) As between J. Aron and PPA Seller:
(i) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States. 7 Note to Clearway: The representation regarding consent ensures that PPA Seller has obtained the necessary permissions to enter into this Agreement.
8 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.
9 Note to Clearway: J. Aron prefers to use the long-form U.S. Resolution Stay Provisions.
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(ii) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (iii) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:
(1) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and
(2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.
(iv) U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Stay Protocol, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b). (v) For purposes of this Section 6(b):
(1) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and
(2) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.
7. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” and that the Parties shall constitute “forward contract merchants” within the Resolution No. 2026-006
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meaning of the United States Bankruptcy Code.10
8. Costs and Expenses. The Parties will each pay their own costs and expenses (including legal fees) incurred in connection with this Agreement and as a result of the negotiation, preparation, and execution of this Agreement.11
9. Governing Law, Jurisdiction, Waiver of Jury Trial.
12 (a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.
All judicial proceedings arising out of or relating to this Assignment Agreement and only involving PPA Buyer and PPA Seller shall be brought exclusively in a state or federal court in the County of Los Angeles in the State of California, and each Party consents to such jurisdiction.
The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.
(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.
[Remainder of Page Intentionally Blank]
10 Note to Clearway: J. Aron prefers to keep this provision. 11 Note to Clearway: SCPPA prefers to keep this provision. 12 Note to Clearway: The deviations from Clearway precedent in this section are necessary to conform with the underlying PPA.
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Daggett–Vernon) effective as of the date first set forth above.
DAGGETT SOLAR POWER 2 LLC
By:
Name:
Title:
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
Name:
Title:
J. ARON & COMPANY LLC
By:
Name:
Title:
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Appendix 1
13 Assigned Rights and Obligations
PPA: The Power Purchase Agreement, dated June 24, 2022 by and between Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.), and Daggett Solar Power 2 LLC, a Delaware limited liability company as amended, amended and restated, supplemented or otherwise modified from time to time. “Assignment Period” means the period beginning on [⚫] and extending until [⚫], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination. “Assigned Products” includes (1) 92.31% of Delivered Energy during the Assignment Period, and (2) Environmental Attributes associated with such 92.31% of Delivered Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from the Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) 7.69% of Delivered Energy not subject to this Agreement during the Assignment Period, (ii) Environmental Attributes associated with such 7.69% of Delivered Energy not subject to this Agreement during the Assignment Period, (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes (other than as provided in clauses (1) and (2) above) which are or can be produced by or associated with the Facility.
Assigned Delivery Point: The Point of Delivery (as defined in the PPA).
APC Contract Price: $[⚫]/MWh
Assigned Prepay Quantity: As set forth in Appendix 2; provided that (i) all Assigned Products shall be delivered pursuant to the Assignment Agreement during the Assignment Period as provided in this Appendix 1, and (ii) the Assigned Prepay Quantity is defined for the convenience of PPA Buyer and J. Aron and shall have no impact on the obligations of the PPA Seller under the Assignment Agreement.
Further Information: PPA Seller shall continue to transfer to PPA Buyer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Delivered Energy under the PPA pursuant to Section 8.4 of the PPA. All Assigned Products delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such Assigned Products. 13 Note to Clearway: The deviations from Clearway precedent in this appendix are necessary to conform with the underlying PPA.
Resolution No. 2026-006
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Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
Resolution No. 2026-006
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Appendix 3
Form of GSG Guaranty
DATE
NAME
ADDRESS
Attention:
Ladies and Gentlemen:
For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to Daggett Solar Power 2 LLC (the “Counterparty”) arising out of or under the Limited Assignment Agreement (Daggett–Vernon), by and among the Company, the Counterparty and the Southern California Public Power Authority, dated as of ________ [⚫], 2025. This Guaranty is one of payment and not of collection.
The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation or liability to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of any such obligation or liability, suit or the taking of other action by Counterparty against, and any other notice to, the Company, the Guarantor or others.
Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder: (1) agree with the Company to make any change in the terms of any obligation or liability of the Company to Counterparty, (2) take or fail to take any action of any kind in respect of any security for any obligation or liability of the Company to Counterparty, (3) exercise or refrain from exercising any rights against the Company or others, or (4) compromise or subordinate any obligation or liability of the Company to Counterparty including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor.
This Guaranty shall continue in full force and effect until the opening of business on the fifth (5th) business day after Counterparty receives written notice of termination from the Guarantor. It is understood and agreed, however, that notwithstanding any such termination this Guaranty shall continue in full force and effect with respect to the obligations and liabilities set forth above which shall have been incurred prior to such termination.
The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Resolution No. 2026-006
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Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. GUARANTOR AGREES TO THE
EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK,
UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.
In the event the Guarantor becomes subject to a proceeding under the Federal Deposit Insurance Act or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together, the "U.S. Special Resolution Regimes"), the transfer of this Guaranty, and any interest and obligation in or under, and any property securing, this Guaranty, from the Guarantor will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime if this Guaranty, and any interest and obligation in or under this Guaranty, were governed by the laws of the United States or a state of the United States. In the event the Company or the Guarantor, or any of their affiliates, becomes subject to a U.S. Special Resolution Regime, default rights against the Company or the Guarantor with respect to this Guaranty are permitted to be exercised to no greater extent than such default rights could be exercised under such U.S. Special Resolution Regime if this Guaranty was governed by the laws of the United States or a state of the United States.
Very truly yours,
THE GOLDMAN SACHS GROUP, INC.
By:
Authorized Officer
Resolution No. 2026-006
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LIMITED ASSIGNMENT AGREEMENT
(DESERT HARVEST—[BURBANK][VERNON])
This Limited Assignment Agreement (Desert Harvest—[Burbank][Vernon]) (this “Assignment Agreement” or “Agreement”) is entered into as of [⚫], 2025, by and among Desert Harvest II LLC, a [⚫] (“PPA Seller”), Southern California Public Power Authority, a joint powers agency and a public entity organized under the laws of the State of California (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”), and relates to that certain power purchase agreement (the “PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.
In consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and J. Aron (the “Parties” hereto; each is a “Party”) agree as follows:
1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described in Appendix 1 (the “Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer.
(b) PPA Buyer hereby delegates to J. Aron the obligation to pay for all Assigned Products that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof). To the extent J. Aron fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it shall remain responsible for payment and performance of all of its obligations under the PPA during the Assignment Period, including in the event that J. Aron does not perform the Delivered Product Payment Obligation as described above and such failure by either PPA Buyer or J. Aron will be an Event of Default pursuant to have the option to make such payment and that it will be a Default under Section 13.1(a) of the PPA if PPA Buyer does not make such payment within thirty (30) days of receiving notice of such nonpayment of receiving notice of such non-payment from PPA Seller.
EXHIBIT D
Resolution No. 2026-006
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(c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron hereby agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period to the extent expressly set forth in this Agreement. (d) All scheduling of Assigned Products and other communications related to the PPA shall take place pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Product will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Product at the Point of Delivery in accordance with the PPA; (ii) PPA Buyer and its designee as Scheduling Coordinator under the PPA are each hereby authorized by J. Aron to and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any Force Majeure Notice or Default or default, breach or other occurrence that, if not cured within the applicable grace period, could result in a Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to J. Aron of the forecasts of available capacity and Facility Energy provided pursuant to Section 7.3(b) of the PPA; (iv) PPA Seller will provide copies to J.
Aron of all invoices and supporting data provided to PPA Buyer pursuant to Section
11.2(a) of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a monthly invoice, including pursuant to Section 11.3 of the PPA, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (v) PPA Buyer and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products.
(e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to [the City of Burbank][the City of Vernon], and (ii) in the event that [the City of Burbank] [the City of Vernon] fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by [the City of Burbank][the City of Vernon] for such Assigned Products (“[City of Burbank][City of Vernon Receivables]”) may be transferred to J. Aron. To the extent any such [City of Burbank][City of Vernon] Receivables are transferred to J. Aron, J. Aron may transfer such [City of Burbank][City of Vernon] Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such [City of Burbank][City of Vernon] Receivables directly against [the City of Burbank][the City of Vernon] following the transfer of such [City of Burbank][City of Vernon] Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or [the City of Burbank][the City of Vernon], PPA Seller shall have no further claim for such amounts.
(f) On or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc. (“Guarantor”) to issue, in favor of PPA Seller, a guaranty Resolution No. 2026-006
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of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (the “Guaranty”).
(g) Nothing in this Agreement modifies or amends any rights or obligations of PPA Buyer and PPA Seller under the PPA with respect to CAISO revenues and costs. For additional clarity and specifically and without limitation PPA Seller is entitled to retain all CAISO revenues in its account and provide PPA Buyer with corresponding credit offsets pursuant to Section 7.2 of the PPA.
(h) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.
2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties;
(2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within thirty (30) days following the later of receipt of written notice by J. Aron and PPA Buyer;
(3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron; (4) delivery of a written notice by J. Aron if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller; or (5) Guarantor disavows its obligations under the Guaranty or Guarantor fails to cause the Guaranty to be maintained in full force and effect and such disavowal or failure continues for thirty (30) days after receipt of written notice of such disavowal or failure and J. Aron has not delivered to PPA Seller another guaranty, bank bond or letter of credit in a form reasonably acceptable to PPA Seller to replace the Guaranty.
(b) The Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall immediately and automatically revert from J. Aron to PPA Buyer upon Resolution No. 2026-006
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the early termination of the Assignment Period, provided that, as between J. Aron and PPA Seller and without limiting PPA Seller’s obligations to PPA Buyer (including those described in Section 1(b) above), (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall immediately and automatically revert from J. Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that, as between J. Aron and PPA Seller and without limiting PPA Seller’s obligations to PPA Buyer (including those described in clause 1(b) above), (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(d) The Assignment Period will automatically terminate upon delivery by Guarantor of a notice of termination of the Guaranty. All Assigned Rights and Obligations shall immediately and automatically revert from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided that, as between J. Aron and PPA Seller and without limiting PPA Seller’s obligations to PPA Buyer (including those described in Section 1(b) above), (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties. PPA Seller and the PPA Buyer represent and warrant to J.
Aron, each with respect to itself only, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the Assignment Period Start Date have been fulfilled in all material respects. PPA Seller further represents to PPA Buyer and J. Aron that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein or any assignment of its rights thereunder.
4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer Resolution No. 2026-006
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agrees to notify J. Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:
J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]
5. Miscellaneous. Sections 12.1 (Representations and Warranties of Buyer), 14.11 (Entire Agreement; Amendments), 14.14 (Execution in Counterparts), 14.17 (Relationship of the Parties),
14.19 (Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability),
14.20 (Severability), 14.21 (Confidentiality), and 14.22 (Mobile-Sierra) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.
6. U.S. Resolution Stay Provisions. As between J. Aron and PPA Buyer, J. Aron and PPA 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) J. Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Agreement shall be deemed a Protocol Covered Agreement. As between J. Aron and PPA Buyer, in the event of any inconsistencies between this Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.
7. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.
All judicial proceedings arising out of or relating to this Assignment Agreement and only involving PPA Buyer and PPA Seller shall be brought exclusively in a state or federal court in the County of Los Angeles in the State of California, and each Party consents to such jurisdiction.
The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.
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(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.
8. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” and that the Parties shall constitute “forward contract merchants” within the meaning of the United States Bankruptcy Code.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Desert Harvest—[Burbank][Vernon]) effective as of the date first set forth above.
DESERT HARVEST II LLC
By:
Name:
Title:
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
Name:
Title:
J. ARON & COMPANY LLC
By:
Name:
Title:
Resolution No. 2026-006
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Appendix 1
Assigned Rights and Obligations
“PPA” means that certain Power Purchase Agreement dated February 26, 2018, by and between Desert Harvest II LLC and Southern California Public Power Authority, as amended from time to time.
“Assignment Period” means the period beginning on [⚫] and extending until [⚫], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of either the Delivery Term under the PPA or the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination.
“Assigned Product” includes (1) [31.42857%][17.14286%] of Facility Energy during the Assignment Period; and (2) Environmental Attributes associated with such [31.42857%][17.14286%] of Facility Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) [68.57143%][82.85714%] of Facility Energy not subject to this Agreement; (ii) Environmental Attributes associated with such [68.57143%][82.85714%] of Facility Energy not subject to this Agreement; (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes which are or can be produced by or associated with the Facility.
Further Information: PPA Seller shall continue to transfer of the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Facility Energy under the PPA pursuant to Section 8.4 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of both J. Aron and PPA Buyer upon twenty (20) Business Days’ notice, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Product delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling allsuch AssignedProduct.
Resolution No. 2026-006
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Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
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Appendix 3
Form of GSG Guaranty
DATE
NAME
ADDRESS
Attention:
Ladies and Gentlemen:
For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to Desert Harvest II LLC (the “Counterparty”) arising out of or under the Limited Assignment Agreement (Desert Harvest– [Burbank][Vernon]) among the Company, the Counterparty and Southern California Public Power Authority dated as of [⚫], 2025. This Guaranty is one of payment and not of collection.
The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation or liability to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of any such obligation or liability, suit or the taking of other action by Counterparty against, and any other notice to, the Company, the Guarantor or others.
Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder:
(1) agree with the Company to make any change in the terms of any obligation or liability of the Company to Counterparty, (2) take or fail to take any action of any kind in respect of any security for any obligation or liability of the Company to Counterparty, (3) exercise or refrain from exercising any rights against the Company or others, or (4) compromise or subordinate any obligation or liability of the Company to Counterparty including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor.
This Guaranty shall continue in full force and effect until the opening of business on the fifth business day after Counterparty receives written notice of termination from the Guarantor. It is understood and agreed, however, that notwithstanding any such termination this Guaranty shall continue in full force and effect with respect to the obligations and liabilities set forth above which shall have been incurred prior to such termination.
The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported Resolution No. 2026-006
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assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS
LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.
In the event the Guarantor becomes subject to a proceeding under the Federal Deposit Insurance Act or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together, the “U.S. Special Resolution Regimes”), the transfer of this Guaranty, and any interest and obligation in or under, and any property securing, this Guaranty, from the Guarantor will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime if this Guaranty, and any interest and obligation in or under this Guaranty, were governed by the laws of the United States or a state of the United States. In the event the Company or the Guarantor, or any of their affiliates, becomes subject to a U.S. Special Resolution Regime, default rights against the Company or the Guarantor with respect to this Guaranty are permitted to be exercised to no greater extent than such default rights could be exercised under such U.S. Special Resolution Regime if this Guaranty was governed by the laws of the United States or a state of the United States.
Very truly yours,
THE GOLDMAN SACHS GROUP, INC.
By:
Authorized Officer
Resolution No. 2026-006
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LIMITED ASSIGNMENT AGREEMENT
(BP ENERGY COMPANY—VERNON/SCPPA)
This Limited Assignment Agreement (BP ENERGY COMPANY—Vernon/SCPPA) (this “Assignment Agreement”) is entered into as of [⚫] by and among BP Eenrgy Company, a Delaware corporation (“PPA Seller”); The City of Vernon, a chartered California municipal corporation(“Vernon” or “PPA Buyer”); and the Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code section 6500, et seq.) (“SCPPA”). This Assignment Agreement relates to that certain confirmation letter (“Confirmation”) entered into by and between Vernon and PPA Seller on September 16, 2025, as amended from time to time, which supplements, forms a part of and is subject to that certain Western Systems Power Pool Agreement, dated October 31, 2024, by and between PPA Buyer and PPA Seller, as amended from time to time (“Master Agreement”) (the Confirmation and the Master Agreement, collectively the “PPA”), and to the Limited Assignment Agreement (BP Energy Company—SCPPA/J. Aron) of even date herewith (the “SCPPA Assignment Agreement”) among PPA Seller, SCPPA and J.
Aron & Company LLC, a New York limited liability company (“J. Aron”), further transferring the rights and obligations assigned, transferred, and conveyed hereby. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Assignment Agreement have the meanings set forth in the PPA.
In consideration of the mutual covenants and agreements herein set forth, PPA Seller, Vernon, and SCPPA (the “Parties” hereto; each is a “Party”) agree as follows:
1. Limited Assignment.
(a) Effective on the date on which this Assignment Agreement is fully executed by the Parties (“Effective Date”), Vernon hereby assigns, transfers, and conveys to SCPPA, and SCPPA hereby accepts and assumes, all of Vernon’s right, title and interest in and to its rights under the PPA to receive delivery of the products described in Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are further limited or described in the “Further Information/Limitations” section on Appendix 1 (the “Assigned Product Rights”) and subject to the following additional terms of this Section 1.
(b) Vernon hereby delegates to SCPPA the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of SCPPA or its assigns pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the CAISO Credit (as defined in the Confirmation) shall be deemed credited to Vernon for SCPPA’s payment of actually delivered Assigned Products, and provided further that the Parties acknowledge and agree that PPA Seller will be obligated to deliver a single, consolidated invoice to Vernon during the Assignment Period and shall simultaneously deliver copies thereof to J. Aron and SCPPA. Vernon expressly retains all of its other rights and obligations under the PPA.
Vernon agrees that it will remain responsible for all payments due to PPA Seller pursuant
EXHIBIT E
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to the Delivered Product Payment Obligation within two (2) Business Days (as defined in the Master Agreement) of receiving notice (as provided in Section 22.1(a) of the Master Agreement) of non-payment from PPA Seller.
(c) All scheduling of Assigned Products under the PPA shall continue to take place between Vernon and PPA Seller pursuant to the terms of the PPA; provided that (i) title to Assigned Products will pass from PPA Seller to SCPPA or its assigns upon PPA Seller’s delivery of Project Energy in accordance with the PPA; (ii) Vernon will provide copies to SCPPA and its assigns of any notice of an Uncontrollable Force (as defined in the PPA) event or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral assignee or promptly after receipt thereof from PPA Seller; (iii) PPA Seller will provide copies to SCPPA and its assigns of all invoices and supporting data that it provides to Vernon pursuant to Section 9 of the Master Agreement and Sections 15, 26, and 28 of the Confirmation, provided that any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) days prior to the payment due date for an invoice will be resolved solely between Vernon and PPA Seller, and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to SCPPA or its assigns; and (iv) Vernon and PPA Seller, as applicable, will provide copies to SCPPA and its assigns of any other information reasonably requested by SCPPA or its assigns relating to Assigned Products.
(d) PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above, and SCPPA accepts the same, subject to the terms and limitations of this Assignment Agreement. (e) The “Assigned Prepay Quantity” set forth in Appendix 2 relates to rights and obligations by and among J. Aron, SCPPA, and Vernon and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.
2. Assignment Early Termination.
(a) The Assignment Period shall terminate early upon the occurrence of any of the following:
(1) delivery of a written Notice of termination by either Vernon or SCPPA to each of the other Parties hereto;
(2) delivery of a written Notice of termination by PPA Seller to Vernon, SCPPA, and J. Aron following any failure to pay when due any amounts owed to PPA Seller pursuant to the Delivered Product Payment Obligation, and such failure continues for two (2) Business Days (as defined in the Master Agreement) following the receipt of notice from PPA Seller pursuant to Section 22.1(a) of the Master Agreement;
(3) delivery of a written Notice by PPA Seller or Vernon to each of the other Parties to this Agreement and J. Aron if any of the events described in Section 22.1(c) of Resolution No. 2026-006
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the Master Agreement occurs with respect to SCPPA or J. Aron as though SCPPA or J. Aron were a party to the PPA; or
(4) delivery of a written Notice by SCPPA or Vernon to each of the other Parties to this Agreement and J. Aron if any of the events described in Section 22.1(c) of the Master Agreement occurs with respect to PPA Seller. (b) In the event of an early termination pursuant to Section 2(a), the Assignment Period will end at the end of the last delivery hour on the date specified in the termination Notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such Notice is delivered if termination is pursuant to clause 2(a)(1) above. All Assigned Rights and Obligations shall immediately revert to Vernon, without further action by the Parties, upon the early termination of the Assignment Period, provided that (i) SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period. (c) The Assignment Period will automatically terminate upon (i) the early termination of the PPA or (ii) the termination of the SCPPA Assignment Agreement, and, in each case, all Assigned Rights and Obligations shall immediately revert to Vernon, without further action by the Parties, upon the early termination of the PPA or the SCPPA Assignment Agreement, as applicable, provided that (i) SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties. PPA Seller and Vernon represent and warrant to SCPPA and its assigns that (a) the PPA is in full force and effect; (b) no known event or circumstance presently exists that would give either PPA Seller or Vernon the right to terminate the PPA or suspend performance thereunder; and (c) all of their respective obligations under the PPA required to be performed on or before the date hereof have been fulfilled. PPA Seller further represents to Vernon, SCPPA, and its assigns that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein, or any assignment of its rights thereunder.
4. Miscellaneous. Sections 11 (Waivers), 21.1 (Liability and Damages), , 39 (Amendments) (provided that no consent or approval by SCPPA shall be required in order to amend the PPA), 40 (Execution by Counterparts) of the Master Agreement and Section 18 of the Confirmation (Governing Law) are incorporated by reference into this Assignment Agreement, mutatis mutandis, as if fully set forth herein. For the avoidance of doubt, J.Aron shall be a “SCPPA Resolution No. 2026-006
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assign” upon execution and delivery of the SCPPA Assignment Agreement for the duration of the Assignment Period.
5. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be in writing and shall either be sent by email transmission (to the extent the intended receiving Party has provided an email address for notices sent pursuant to this Section 5), courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses (including email addresses, if applicable) specified in this Section 5 for the receiving Party. Any such notice, demand, or request shall be deemed to be given (a) when actually received if delivered by email transmission or (b) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon ten (10) days’ prior written notice to the other Parties, to change its list of notice recipients and addresses set forth below.
If to SCPPA:
Southern California Public Power Authority
Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]
If to J. Aron:
J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]
If to Vernon:
[⚫]
If to PPA Seller:
[⚫]
6. Governing Law, Jurisdiction, and Waiver of Jury Trial. (a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement shall be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. The Parties agree that any litigation arising out of or relating to this Assignment Agreement shall be brought exclusively in a state or federal court located in the County of Orange in the State of California, and each Party consents to such Resolution No. 2026-006
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jurisdiction. The Parties irrevocably agree to submit to such exclusive jurisdiction and waive any defense of forum non conveniens.
(c) Waiver of Right to Jury Trial. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.
7. Further Assignments. Except as provided in the SCPPA Assignment Agreement, SCPPA and J. Aron are prohibited from further transferring to third parties the rights and obligations assigned, transferred, and conveyed hereby without first obtaining the express, written approval of Pasedena and PPA Seller.
[Remainder of Page Intentionally Blank]
Resolution No. 2026-006
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (BP Energy Company—Vernon/SCPPA) effective as of the date first set forth above.
BP ENERGY COMPANY
By:
Name:
Title:
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
Name:
Title:
THE CITY OF VERNON
By:
Name:
Title:
Resolution No. 2026-006
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APPENDIX 1
Assignment Schedule
APC Contract Price: Energy Price + REC Price.
Assignment Period: The period beginning on the Effective Date of this Assignment Agreement and extending through and until December 31, 2035, provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Assignment Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations, or responsibilities of the Parties arising prior to the termination.
Assigned Products: (1) Project Energy delivered during the Assignment Period; and (2) Green Attributes (including but not limited to Portfolio Content Category 1 RECs) associated with such Project Energy transferred during the Assignment Period.
Further Information/Limitations: PPA Seller shall continue to transfer WREGIS Certificates associated with all Green Attributes corresponding to all Project Energy under the PPA to Vernon, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with written instructions from Vernon (i) upon twenty (20) Business Days’ Notice and (ii) subject to the new transferee’s prior written consent, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to SCPPA and its assigns shall be a sale made at wholesale, with SCPPA and its assigns reselling all such Assigned Products.
Resolution No. 2026-006
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APPENDIX 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
Resolution No. 2026-006
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LIMITED ASSIGNMENT AGREEMENT
(BP ENERGY COMPANY—SCPPA/J. ARON)
This Limited Assignment Agreement (BP Energy Company—SCPPA/J. Aron) (this “Assignment Agreement”) is entered into as of [⚫] by and among BP Energy Company, a Delaware corporation (“PPA Seller”), the Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code section 6500, et seq.) (“SCPPA”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”). This Assignment Agreement relates to that certain confirmation letter (“Confirmation”) entered into by and between The City of Vernon, a chartered California municipal corporation (“Vernon” or “PPA Buyer”), and PPA Seller on September 16, 2025, as amended from time to time, which supplements, forms a part of and is subject to that certain Western Systems Power Pool Agreement, dated October 31, 2024, by and between PPA Buyer and PPA Seller, as amended from time to time (“Master Agreement”) (the Confirmation and the Master Agreement, collectively the “PPA”) and to the Limited Assignment Agreement (BP Energy Company—Vernon/SCPPA) of even date herewith (the “Vernon Assignment Agreement”) among PPA Seller, SCPPA and Vernon, transferring to SCPPA the rights and obligations assigned, transferred, and conveyed hereby. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Assignment Agreement have the meanings set forth in the PPA.
In consideration of the mutual covenants and agreements herein set forth, PPA Seller, SCPPA and J. Aron (the “Parties” hereto; each is a “Party”) agree as follows:
1. Limited Assignment.
(a) Effective on the date on which this Assignment Agreement is fully executed by the Parties, SCPPA hereby assigns, transfers and conveys to J. Aron, and J. Aron hereby accepts and assumes, all of SCPPA’s right, title and interest in and to its rights under the Vernon Assignment Agreement to receive delivery of the products described in Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are limited and further described in Section 1 of the Vernon Assignment Agreement and Appendix 1 to the Vernon Assignment (the “Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Assignment Agreement during the Assignment Period as defined in Appendix 1. All other rights of Vernon under the PPA are expressly reserved for Vernon as provided in the Vernon Assignment Agreement.
(b) SCPPA hereby delegates to J. Aron, and J. Aron assumes, the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the CAISO Credit (as defined in the Confirmation) shall be deemed credited to SCPPA for J. Aron’s payment of actually
EXHIBIT F
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delivered Assigned Products, and provided further that the Parties acknowledge and agree that PPA Seller will be obligated to deliver a single, consolidated invoice to Vernon during the Assignment Period and shall deliver simultaneously copies thereof to J. Aron and SCPPA. All other rights and obligations of Vernon under the PPA are expressly retained by Vernon as provided in the Vernon Assignment Agreement. The Parties acknowledge that, to the extent J. Aron fails to pay for any Assigned Products by the due date for payment set forth in the PPA, Vernon has agreed in the Vernon Assignment Agreement that it will remain responsible for all payments due to PPA Seller pursuant to the Delivered Product Payment Obligation within two (2) Business Days (as defined in the Master Agreement) of receiving notice (as provided in Section 22.1(a) of the Master Agreement) of non-payment from PPA Seller.
(c) All scheduling of Assigned Products under the PPA shall continue to take place between Vernon and PPA Seller pursuant to the terms of the PPA and the Vernon Assignment Agreement; provided that (i) title to Assigned Products will pass from PPA Seller to J.
Aron upon PPA Seller’s delivery of Project Energy in accordance with the PPA; (ii) Vernon will provide copies to J. Aron as SCPPA’s assignee of any notice of an Uncontrollable Force (as defined in the PPA) event or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral assignee or promptly after receipt thereof from PPA Seller; (iii) PPA Seller will provide copies to J.
Aron of all invoices and supporting data that it provides to Vernon pursuant to Section 9 of the Master Agreement and Sections 15, 26, and 28 of the Confirmation, provided that any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) days prior to the payment due date for an invoice will be resolved solely between Vernon and PPA Seller, and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (iv) Vernon and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products.
(d) PPA Seller acknowledges that (i) the Assigned Products will be re-delivered through one or more intermediaries, including SCPPA, to Vernon; and (ii) in the event that Vernon fails to pay SCPPA for any Assigned Products, the receivables owed by Vernon to SCPPA for such Assigned Products (“Vernon Receivables”) may be transferred to J.
Aron. To the extent any such Vernon Receivables are transferred to J. Aron, J. Aron may transfer such Vernon Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Thereafter, PPA Seller shall be entitled to pursue collection on such Vernon Receivables directly against Vernon.
Provided, however, that upon payment to PPA Seller of any such amounts by either J.
Aron, SCPPA or Vernon then PPA Seller shall no further claim for such amounts. (e) Each of SCPPA and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above, and J. Aron hereby accepts the same, subject to the terms and limitations of this Assignment Agreement.
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(f) The “Assigned Prepay Quantity” set forth in Appendix 2 relates to rights and obligations by and among J. Aron, SCPPA, and Vernon and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.
2. Assignment Early Termination.
(a) The Assignment Period shall terminate early upon the occurrence of any of the following:
(1) delivery of a written Notice of termination by either J. Aron or SCPPA to each of the other Parties hereto;
(2) delivery of a written Notice of termination by PPA Seller to J. Aron and SCPPA following any failure to pay when due any amounts owed to PPA Seller pursuant to the Delivered Product Payment Obligation, and such failure continues for two (2) Business Days (as defined in the Master Agreement) following the receipt of notice from PPA Seller pursuant to Section 22.1(a) of the Master Agreement; (3) delivery of a written Notice by PPA Seller or SCPPA to each of the other Parties to this Agreement if any of the events described in Section 22.1(c) of the Master Agreement occurs with respect to SCPPA, J. Aron as though SCPPA, J. Aron were a party to the PPA; or
(4) delivery of a written Notice by J. Aron or SCPPA to each of the other Parties to this Agreement if any of the events described in Section 22.1(c) of the Master Agreement occurs with respect to PPA Seller.
(b) In the event of an early termination pursuant to Section 2(a), the Assignment Period will end at the end of the last delivery hour on the date specified in the termination Notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such Notice is delivered if termination is pursuant to clause 2(a)(1) above. All Assigned Rights and Obligations shall immediately revert to Vernon, without further action by the Parties, upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period. (c) The Assignment Period will automatically terminate upon (i) the early termination of the PPA or (ii) the termination of the Vernon Assignment Agreement, and, in each case, all Assigned Rights and Obligations shall immediately revert to Vernon, without further action by the Parties, upon the early termination of the PPA or the SCPPA Assignment Agreement, as applicable, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J Aron by PPA Seller prior to the end of the Assignment Resolution No. 2026-006
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Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties. PPA Seller represents and warrants to J. Aron that (a) the PPA is in full force and effect; (b) no known event or circumstance presently exists that would give either PPA Seller or Vernon the right to terminate the PPA or suspend performance thereunder; and (c) all of its respective obligations under the PPA required to be performed on or before the date hereof have been fulfilled. PPA Seller further represents to SCPPA and J. Aron that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein, or any assignment of its rights thereunder.
4. Miscellaneous. Sections 11 (Waivers), 21.1 (Liability and Damages), 39 (Amendment) (provided that no consent or approval by SCPPA or J. Aron shall be required in order to amend the PPA), and 40 (Execution by Counterparts) of the Master Agreement and Section 18 of the Confirmation (Governing Law) are incorporated by reference into this Assignment Agreement, mutatis mutandis, as if fully set forth herein; provided that the incorporation of Section 21.1 (Liability and Damages) by reference into this Agreement shall not limit any Party’s right to recover damages under any express indemnity provisions set forth in this Agreement.
5. Limited Obligation. Notwithstanding anything to the contrary herein, all obligations of SCPPA under this Assignment Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of SCPPA, payable solely from the Trust Estate (as such term is defined in the Trust Indenture, dated as of [⚫], between SCPPA and U.S.
Bank Trust Company, National Association, as trustee) as and to the extent provided in such Trust Indenture, including with respect to Operating Expenses (as such term is defined in such Trust Indenture). SCPPA shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in such Trust Indenture) and other assets pledged under such Trust Indenture for any of the purposes in this Assignment Agreement or the PPA. Neither the faith and credit of SCPPA nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Assignment Agreement or the PPA.
SCPPA 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 Assignment Agreement or the PPA, except solely to the extent Revenues (as such term is defined in such Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of such Trust Indenture.
6. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be in writing and shall either be sent by email transmission (to the extent the intended receiving Party has provided an email address for notices sent pursuant to this Section 5), courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses (including email addresses, if applicable) specified in this Section 5 for the receiving Party. Any such notice, demand, or request shall be deemed to be given (a) when actually received if delivered by email transmission or (b) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon ten (10) days’ prior written notice to the other Party, to change its Resolution No. 2026-006
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list of notice recipients and addresses set forth below. Notwithstanding the foregoing, any Party may at any time notify the other Parties that any notice, demand 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
If to PPA Seller:
[⚫]
If to SCPPA:
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]
If to J. Aron:
J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]
7. U.S. Resolution Stay Provisions.
(a) As between J. Aron and SCPPA, J. Aron and SCPPA 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 Assignment Agreement, and for the purposes of such incorporation, (i) J. Aron shall be deemed to be a Regulated Entity, (ii) SCPPA shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S.
Stay Protocol, the ISDA U.S. Stay Protocol will prevail. (b) As between J. Aron and PPA Seller:
(i) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”), the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States. (ii) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised Resolution No. 2026-006
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against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (iii) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:
(1) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and (2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.
(iv) U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Protocol after the date of this Agreement, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b).
(v) For purposes of this Section 6(b):
(1) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and
(2) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.
7. Governing Law, Jurisdiction; Waiver of Jury Trial; Limited Obligation. (a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement shall be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Orange in the State of California to the maximum extent permitted by federal Resolution No. 2026-006
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jurisdiction and otherwise in any court within the County of Orange with jurisdiction over the matter, and each Party consents to such jurisdiction.
All judicial proceedings arising out of or relating to this Assignment Agreement and only involving SCPPA and PPA Seller shall be brought in the Superior Court for the county of Orange, California.
The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens. (c) Waiver of Right to Jury Trial. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.
9. Further Assignments. Except as provided in this Assignment Agreement, SCPPA and J. Aron are prohibited from further transferring to third parties the rights and obligations assigned, transferred, and conveyed hereby without first obtaining the express, written approval of Vernon and PPA Seller.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (BP Energy Company—SCPPA/J. Aron) effective as of the date first set forth above.
BP ENERGY COMPANY
By:
Name:
Title:
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
Name:
Title:
J. ARON & COMPANY LLC
By:
Name:
Title:
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APPENDIX 1
Assignment Schedule
APC Contract Price: Energy Price + REC Price.
Assignment Period: The period beginning on the Effective Date of this Assignment Agreement] and extending through and until December 31, 2035, provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Assignment Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations, or responsibilities of the Parties arising prior to the termination.
Assigned Products: (1) Project Energy delivered during the Assignment Period; and (2) Green Attributes (including but not limited to Portfolio Content Category 1 RECs) associated with such Project Energy transferred during the Assignment Period.
Further Information/Limitations: PPA Seller shall continue to transfer WREGIS Certificates associated with all Green Attributes corresponding to all Project Energy under the PPA to Vernon, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with written instructions from Vernon (i) upon twenty (20) Business Days’ Notice and (ii) subject to the new transferee’s prior written consent, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to SCPPA and its assigns shall be a sale made at wholesale, with SCPPA and its assigns reselling all such Assigned Products.
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APPENDIX 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
Resolution No. 2026-006
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SM Draft 26 January 2026
CLEAN ENERGY PURCHASE CONTRACT1
between
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
and
[____]
Dated as of [_____], 2026
1 NTD: To streamline negotiations, we have created a generic form for review and comment by the working group. Once agreed upon, we will replicate this for each of the four Project Participants.
EXHIBIT G
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-iTABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ........................................................................................................2 Section 1.1 Defined Terms ................................................................................................2 Section 1.2 Definitions; Interpretation.............................................................................13 ARTICLE II. DELIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT II; CONDITION PRECEDENT...................................................................13 Section 2.1 Delivery Period .............................................................................................13 Section 2.2 Condition Precedent......................................................................................14 Section 2.3 Pledge of this Agreement..............................................................................14 ARTICLE III. SALE AND PURCHASE; PRICING...............................................................14 Section 3.1 Sale and Purchase of Product........................................................................14 Section 3.2 Purchaser Payments......................................................................................14 Section 3.3 Annual Refund..............................................................................................15 Section 3.4 Reset Period Remarketing.............................................................................16 Section 3.5 Limited Obligation to Take Base Quantities ................................................17 Section 3.6 Partial Suspension of Issuer Assigned PPA PSAs........................................17 ARTICLE IV. FAILURE TO SCHEDULE PRODUCT .........................................................17 Section 4.1 Issuer’s Failure to Schedule Base Quantity (Not Due to Force Majeure)........................................................................................................17 Section 4.2 Purchaser’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure)..................................................................................18 Section 4.3 Assigned Product ..........................................................................................18 Section 4.4 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 Communications Protocol.............................................................................19 Section 5.5 Deliveries within CAISO or another Balancing Authority...........................20 Resolution No. 2026-006
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-iiSection 5.6 Assigned Products.........................................................................................20 ARTICLE VI. ASSIGNMENT OF POWER PURCHASE AGREEMENTS........................20 Section 6.1 Assignments Generally .................................................................................20 Section 6.2 Failure to Obtain EPS Compliant Energy.....................................................22 Section 6.3 Early Termination of Assignment Periods and Updates to Exhibits ............22 Section 6.4 J. Aron Non-Payment to APC Party .............................................................23 ARTICLE VII. USE OF PRODUCT .........................................................................................24 Section 7.1 Tax Exempt Status of the Bonds...................................................................24 Section 7.2 Priority Products ...........................................................................................24 Section 7.3 Assistance with Sales to Third Parties..........................................................24 Section 7.4 Qualifying Use ..............................................................................................25 Section 7.5 Remediation ..................................................................................................25 Section 7.6 Remediation; Ledger Entries; Redemption...................................................26 ARTICLE VIII. REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS ................................................................................................27 Section 8.1 Representations and Warranties....................................................................27 Section 8.2 Warranty of Title...........................................................................................28 Section 8.3 Disclaimer of Warranties..............................................................................28 Section 8.4 Continuing Disclosure ..................................................................................28 ARTICLE IX. TAXES.................................................................................................................28 ARTICLE X. JURISDICTION ..................................................................................................29 ARTICLE XI. FORCE MAJEURE...........................................................................................29 Section 11.1 Applicability of Force Majeure.....................................................................29 Section 11.2 Settlement of Labor Disputes........................................................................30 ARTICLE XII. GOVERNMENTAL RULES AND REGULATIONS...................................30 Section 12.1 Compliance with Laws .................................................................................30 Section 12.2 Contests.........................................................................................................30 Section 12.3 Defense of Agreement ..................................................................................30 Resolution No. 2026-006
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-iiiARTICLE XIII. ASSIGNMENT................................................................................................30 ARTICLE XIV. PAYMENTS.....................................................................................................31 Section 14.1 Monthly Statements......................................................................................31 Section 14.2 Payments.......................................................................................................32 Section 14.3 Payment of Disputed Amounts.....................................................................33 Section 14.4 Late Payment ................................................................................................33 Section 14.5 Audit; Adjustments.......................................................................................33 Section 14.6 Netting; No Set-Off.......................................................................................34 Section 14.7 Source of Purchaser’s Payments...................................................................34 Section 14.8 Rate Covenant...............................................................................................34 Section 14.9 Pledge of Utility Revenues ...........................................................................35 Section 14.10 Financial Responsibility................................................................................35 ARTICLE XV. [RESERVED]....................................................................................................35 ARTICLE XVI. NOTICES.........................................................................................................35 ARTICLE XVII. DEFAULT; REMEDIES; TERMINATION...............................................36 Section 17.1 Issuer Default................................................................................................36 Section 17.2 Purchaser Default..........................................................................................36 Section 17.3 Remedies Upon Default................................................................................37 Section 17.4 Termination of Master Power Supply Agreement; Failed Bond Remarketing..................................................................................................38 Section 17.5 Limitation on Damages.................................................................................38 ARTICLE XVIII. MISCELLANEOUS.....................................................................................39 Section 18.1 Indemnification Procedure............................................................................39 Section 18.2 Deliveries......................................................................................................39 Section 18.3 Entirety; Amendments..................................................................................40 Section 18.4 Governing Law .............................................................................................40 Section 18.5 Non-Waiver...................................................................................................40 Section 18.6 Severability ...................................................................................................40 Section 18.7 Exhibits.........................................................................................................40 Section 18.8 Winding Up Arrangements...........................................................................40 Section 18.9 Relationship of Parties..................................................................................41 Resolution No. 2026-006
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-ivSection 18.10 Immunity.......................................................................................................41 Section 18.11 Rates and Indices ..........................................................................................41 Section 18.12 Limitation of Liability...................................................................................41 Section 18.13 Counterparts..................................................................................................41 Section 18.14 Third Party Beneficiaries; Rights of Trustee ................................................41 Section 18.15 Waiver of Defenses.......................................................................................42 Section 18.16 Rate Changes ................................................................................................42 Exhibit A-1 — Base Quantities; Base Delivery Points; Commodity Reference Prices Exhibit A-2 — Assigned Rights and Obligations
Exhibit B — Notices
Exhibit C — Remarketing Election Notice
Exhibit D — Form of Federal Tax Certificate
Exhibit E — Purchaser’s Opinion of Counsel
Exhibit F — Forms of Issuer Assignment Agreement and Purchaser Assignment Agreement Exhibit G — Communications Protocol
Exhibit H — Pricing and Other Terms
Exhibit I — Form of Remediation Certificate
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CLEAN ENERGY PURCHASE CONTRACT
This Clean Energy Purchase Contract (this “Agreement”) is made and entered into as of [_____], 2026 (the “Execution Date”), by and between Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”) and [____], [___________] (“Purchaser”).
W I T N E S S E T H:
WHEREAS, Issuer has planned and developed a project (the “Clean Energy Project II”) to acquire long-term supplies of Product from Aron Energy Prepay 51 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Prepay LLC”) and a wholly-owned subsidiary of The Goldman Sachs Group, Inc., pursuant to a Master Power Supply Agreement, dated as of [_____], 2026 (the “Master Power Supply Agreement”), to meet a portion of the Product supply requirements of Purchaser;
WHEREAS, Purchaser desires to enter into an agreement with Issuer for the purchase of Product acquired by the Issuer under the Clean Energy Project II; WHEREAS, Issuer will finance its payment for Product under, and the other costs of, the Clean Energy Project II by issuing Bonds;
WHEREAS, Purchaser owns and operates an electric utility under authority of the laws of the State of California for the transmission, distribution, sale, and delivery of Product to retail electric consumers within its service area;
WHEREAS, Purchaser is agreeable to purchasing a portion of its Product requirements from Issuer under the terms and conditions set forth in this Agreement, and Issuer is agreeable to selling to Purchaser such supplies of Product under the terms and conditions set forth in this Agreement;
WHEREAS, in connection herewith and subject to the terms hereof, Issuer at the request of Purchaser is assigning and in the future may assign to J. Aron (as defined below) certain Assigned Rights and Obligations (as defined below), including the right to receive Assigned Product (as defined below), which Assigned Product will be resold to Prepay LLC under the Electricity Sale and Service Agreement, then resold to Issuer under the Master Power Supply Agreement, and then resold to Purchaser hereunder; and
WHEREAS, as a condition precedent to the effectiveness of the Parties’ obligations under this Agreement, Issuer shall have entered into the Master Power Supply Agreement and shall have issued the Bonds.
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NOW, THEREFORE, in consideration of the premises above and the mutual covenants and agreements herein set forth, Issuer and Purchaser (the “Parties” hereto; each is a “Party”) 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:
“Administrative Fee” means the amount per MWh specified as such in Exhibit H. “Affiliate” means, with respect to Issuer, any entity which is a direct or indirect parent or subsidiary of such Party or which directly or indirectly (i) owns or controls Issuer, (ii) is owned or controlled by Issuer, or (iii) is under common ownership or control with Issuer. 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). “Annual Refund” means the annual refund, if any, to be provided to the Purchaser and calculated pursuant to the procedures specified in Section 3.3. “APC Contract Price” for Assigned Prepay Quantities to be delivered under any Assigned PPA means (i) the fixed prices specified in Exhibit A-2 as of the date hereof with respect to such Assigned PPA for the Initial Assignment Period therefor and (ii) the Day-Ahead Average Price if the Assignment Period for such Assigned PPA is not an Initial Assignment Period. “APC Party” means, for any Assigned Product, the seller of such Assigned Product under an Assigned PPA.
“Assignable Power Contract” has the meaning specified in Section 6.1. “Assigned Delivery Point” means, with respect to any Assigned Energy, the Assigned Delivery Point as set forth in the relevant Assignment Agreement. “Assigned Energy” means any Energy, including Energy associated with PCC1 Product and Long-Term PCC1 Product, to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
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“Assigned PAYGO Product” means, for any Month with respect to an Assigned PPA, the amount, if any, by which the total quantity of Assigned Product delivered under such Assigned PPA in such Month exceeds the Assigned Prepay Quantity for such Assigned PPA for such Month. For further clarity, any Assigned Products delivered during an Assignment Period that are associated with Energy delivered under the applicable Assigned PPA prior to the Assignment Period shall constitute Assigned PAYGO Product. “Assigned PPA” means any power purchase agreement (or the limited interests thereunder) that is assigned by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, if only a portion of Issuer’s right and obligation to purchase Product under a power purchase agreement is assigned to J. Aron pursuant to an Issuer Assignment Agreement, “Assigned PPA” means only the portion of such rights and obligations so assigned.
“Assigned Prepay Quantity” means, for any Month and any Assigned PPA, the quantity of Product prepaid for such Assigned PPA for such Month as set forth in Exhibit A-2 (which Exhibit A-2 is subject to adjustment under the circumstances specified in Section 6.3 and Section 7.5(c), as applicable). For the avoidance of doubt, the Parties may mutually agree in writing to modify the Assigned Prepay Quantity for an Assigned PPA for purposes of this Agreement, the Master Power Supply Agreement and the Electricity Sale and Service Agreement, (x) with the written agreement of the parties to the Master Power Supply Agreement and the Electricity Sale and Service Agreement and (y) without the agreement of the relevant APC Party and without any amendment to the related Issuer Assignment Agreement or Purchaser Assignment Agreement, as applicable.
“Assigned Product” means, as applicable, PCC1 Product, Long-Term PCC1 Product, Assigned Energy, Assigned RECs and any other Product included in an Assignment Agreement, provided that Assigned Products may not in any case include capacity. “Assigned Quantity” means, with respect to each Assigned PPA and each Month during the Assignment Period therefor, the quantity of Assigned Energy delivered pursuant to such Assigned PPA consistent with the terms of the applicable Assigned Rights and Obligations in connection with the Assigned Product during such Month. “Assigned RECs” means any RECs associated with PCC1 Product or Long-Term PCC1 Product to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Assigned Rights and Obligations” has the meaning specified in Section 6.1. “Assignment Period” for any Assigned Rights and Obligations and Assigned PPA has the meaning specified in the applicable Issuer Assignment Agreement. “Available Discount Percentage” has the meaning specified in the Re-Pricing Agreement. For the avoidance of doubt, the “Available Discount Percentage” under the Re-Pricing Resolution No. 2026-006
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Agreement includes the Monthly Discount Percentage, as well as additional discounting expected to be made available through the Annual Refund.
“Balancing Authority” has the meaning specified in the CAISO Tariff. “Base Delivery Point” means (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 Issuer and Prepay LLC under the terms of the Master Power Sale Agreement and by Purchaser hereunder.
“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 total of the Base Quantity Reductions for such Delivery Hour, each as set forth on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI; provided that, for the avoidance of doubt, there shall be no Base Quantities under this Agreement following the end of the Delivery Period. “Base Quantity Reduction” attributable to an Assigned PPA means, with respect to each Delivery Hour during the Delivery Period, the “Base Quantity Reduction” of Base Product (in MWh) for such Assigned PPA set forth for such Delivery Hour on Exhibit A-1, as Exhibit A1 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” (in MWh) set forth for such Delivery Hour on Exhibit A-1.
“Bond Closing Date” means the date on which Bonds are first issued pursuant to the Bond Indenture.
“Bond Indenture” means (i) the Trust Indenture to be entered into prior to the commencement of the Delivery Period between Issuer 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 Issuer 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. “Bonds” means the bonds issued pursuant to the Bond 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 “Business Day” as therein defined, pursuant to the Bond Indenture. “CAISO” means California Independent System Operator or its successor.
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“CAISO Tariff” means CAISO’s FERC-approved tariff, as modified, amended or supplemented from time to time.
“Calculation Agent” has the meaning specified in the Re-Pricing Agreement. “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), as may be modified by subsequent decision of the California Energy 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. “Claiming Party” has the meaning specified in Section 11.1. “Claims” means all claims or actions, threatened or filed, that directly or indirectly relate to 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 II” has the meaning specified in the recitals. “Code” means the Internal Revenue Code of 1986, as amended. “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” means (i) with respect to the Base Product and any Delivery Hour, (A) the Day-Ahead Market Price for such Delivery Hour at the Base Delivery Point less (B) the product of the Fixed Price for Base Quantities multiplied by the Monthly Discount Percentage; (ii) with respect to Assigned Prepay Quantities during the Initial Assignment Periods, (A) the applicable APC Contract Price(s) multiplied by (B) the result of 100% less the Monthly Discount Percentage, (iii) with respect to Assigned Prepay Quantities outside of the Initial Assignment Periods, (A) the APC Contract Price less (B) the product of the (x) the difference between (I) the Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods and (II) Resolution No. 2026-006
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$[____]/MWh2, multiplied by (y) the Monthly Discount Percentage; and (iii) with respect to Assigned PAYGO Product delivered pursuant to an Assigned PPA, the applicable contract price(s) then in effect under the applicable Assigned PPA(s) with respect to Energy. “Day” means each period of 24 consecutive Hours commencing at the Hour ending at 01:00 (LPT) through the Hour ending at 24:00 (LPT).
“Day-Ahead Average Price” means, for any Assigned Products after the Initial Assignment Periods, 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 each Delivery Point.
“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) two percent per annum, or (b) if a lower maximum rate is imposed by applicable Law, such maximum lawful rate.
“Delivery Hour” has the meaning specified in Exhibit A-1. “Delivery Period” has the meaning specified in Exhibit H. “Delivery Point” means the Base Delivery Point or an Assigned Delivery Point, as applicable.
“Disqualified Sale Proceeds” has the meaning specified in Section 7.6. “Disqualified Sale Units” has the meaning specified in Section 7.6. “Electricity Sale and Service Agreement” has the meaning specified in the Master Power Supply Agreement.
“Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12 as such code provision is amended or supplemented from time to time.
2 NTD: This will be a $/MWh amount that adjusts for swap fees incurred as a result of activation of the swaps.
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“Energy” means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours.
“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” means Energy that Purchaser can contract for and purchase in compliance with EPS requirements that are applicable to Purchaser. “EPS Energy Period” means any Assignment Period or J. Aron EPS Energy Period. “Execution Date” has the meaning specified in the preamble. “Federal Tax Certificate” means the executed Federal Tax Certificate delivered by Purchaser in the form attached as Exhibit D.
“FERC” means the Federal Energy Regulatory Commission or any successor thereto.
“Firm (LD)” means, with respect to a Party’s obligation to sell and deliver or purchase and receive, 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 deliver/receive an amount determined pursuant to Article IV.
“Fixed Price” means $[____]/MWh with respect to Base Quantities and $[____]/MWh with respect to Assigned Prepay Quantities attributable to an Assigned PPA outside of the Initial Assignment Period therefor, which are the fixed prices under the Buyer Swap (as defined in the Master Power Supply Agreement) for such Product. “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under this Agreement, which event or circumstance was not anticipated as of the date this Agreement was executed, 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; provided that, for the avoidance of doubt, (x) the declaration of “Force Majeure” by an APC Party under an Assigned PPA or (y) an APC Party otherwise being unable to deliver any portion of the Assigned Prepay Quantity in respect of its Assigned PPA due to an event that would be considered Force Majeure under this Agreement if it affected Issuer directly, in each case, shall constitute Force Majeure hereunder. Force Majeure shall include, provided the criteria in the first sentence are met, riot, insurrection, war, labor dispute, natural disaster, epidemic, vandalism, terrorism, sabotage. Force Majeure shall not be based on (i) the loss of Purchaser’s markets; (ii) Purchaser’s inability economically to use or resell the Product purchased hereunder; or (iii) the delay, loss or failure of Issuer’s supply other than due to force majeure declared under the Master Power Supply Resolution No. 2026-006
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Agreement or as provided in (x) or (y) above; or (iv) Issuer’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 a 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 a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. Force Majeure invoked by Prepay LLC under the Master Power Supply Agreement shall constitute Force Majeure hereunder in respect of Issuer to the extent the conditions set forth above have been satisfied with respect to Prepay LLC. To the extent that an Issuer Assignment Agreement is terminated early, such termination shall constitute Force Majeure with respect to Issuer hereunder until the effectiveness of the updates to Exhibit A-1 or Exhibit A-2, as applicable, pursuant to Section 6.2.
“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 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. The Term “Hourly” shall be construed accordingly. “Initial Assigned Rights and Obligations” means the Assigned Rights and Obligations set forth in Exhibit A-2 hereto that have been assigned by Issuer to J. Aron in connection with the execution of this Agreement.
“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. “Initial Reset Period” has the meaning specified in Exhibit H. “Interest Rate Period” has the meaning specified in the Bond Indenture. “Issuer” has the meaning specified in the preamble.
“Issuer Assigned PPA” means a power purchase agreement (x) pursuant to which Issuer is the APC Party’s contractual counterparty and is purchasing EPS Compliant Energy for Resolution No. 2026-006
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redelivery to Purchaser and (y) that is assigned by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. “Issuer Assigned PPA PSA” means any power sales agreement by and between Issuer and Purchaser that relates to an Issuer Assigned PPA. “Issuer Assignment Agreement” means, for any Assigned Rights and Obligations, an agreement among Issuer, J. Aron and the APC Party, in the form attached hereto as Exhibit F1 (with such changes thereto as may be mutually agreed upon by J. Aron, the APC Party, and Issuer, each in its sole discretion).
“Issuer Default” has the meaning specified in Section 17.1. “Issuer PPA Custodial Agreement” means that certain Custodial Agreement, dated as of [____], by and among Issuer, J. Aron, and the PPA Custodian. “ISTs” has the meaning specified in Section 5.1(a).
“J. Aron” means J. Aron & Company LLC, a New York limited liability company, and its permitted successors and assigns under an Issuer Assignment Agreement. “J. Aron EPS Energy Period” has the meaning specified in Section 6.1(c). “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. “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. “Master Power Supply Agreement” has the meaning specified in the recitals. “Minimum Discount Percentage” has the meaning specified in Exhibit H. “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. “Monthly Discount Percentage” has the meaning specified in Exhibit H. “Municipal Utility” means any Person that (i) is a “governmental person” as defined in the implementing regulations under Section 141 of the Code and any successor provision, (ii) owns either or both a gas distribution utility or an electric distribution utility (or Resolution No. 2026-006
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provides natural gas or electricity at wholesale to, or that is sold to entities that provide natural gas or electricity at wholesale to, governmental Persons that own such utilities), and (iii) agrees in writing to use the gas or electricity purchased by it (or cause such gas or electricity to be used) for a qualifying use as defined in U.S. Treas. Reg. § 1.148-1(e)(2)(iii). “MWh” means megawatt-hour.
“Non-Priority Products” means any Products that are not Priority Products. “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, 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 the California Code of Regulations, Title 20, Section 3203, as may be amended from time to time or as further defined or supplemented by Law. “Potential Remarketing Event” has the meaning specified in Section 3.4(b). “PPA Custodial Agreements” means each of the Issuer PPA Custodial Agreement and the Purchaser PPA Custodial Agreement.
“PPA Custodian” means [_______].
[“PPA Gross Payment” means a Participant Gross Payment as defined in the Purchaser PPA Custodial Agreement.]
“Primary Delivery Point” has the meaning specified in Section 5.1(a). “Prepay LLC” has the meaning stated in the recitals.
“Priority Products” means the Base Quantity and Assigned Products to be purchased by Purchaser under this Agreement, together with Products that (i) Purchaser is obligated to take under a long-term agreement, which Products either have been purchased by Purchaser or a joint action agency pursuant to a long-term prepaid power purchase agreement using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes, or (ii) with respect to Energy, Energy that is generated using capacity that was constructed using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes (provided that, for the avoidance of doubt, Priority Products shall not include Energy that is generated using capacity that Resolution No. 2026-006
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was wholly or partially financed through the monetization of renewable tax credits, whether such monetization is accomplished through a tax equity investment or otherwise). “Product” means Energy and, to the extent specified as an Assigned Product in Assignment Agreement, associated RECs or other products related to the foregoing. “Project Agreement” means the Project Coordination and Governance Agreement (SCPPA Clean Energy II Project), dated as [____], 2026, by and among Seller, Purchaser and the other Project Participants, providing for joint governance of the Clean Energy Project II and related matters.
“Purchaser” has the meaning specified in the preamble.
“Purchaser Assigned PPA” means a power purchase agreement (x) pursuant to which Purchaser is the APC Party’s contractual counterparty and is purchasing EPS Compliant Energy and (y) that is assigned (I) by Purchaser to Issuer pursuant to a Purchaser Assignment Agreement in accordance with the terms of this Agreement and (II) by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. “Purchaser Assignment Agreement” means, for any Assigned Rights and Obligations arising under an Assigned PPA to which Purchaser is a party, an agreement among Issuer, Purchaser and the APC Party, in the form attached hereto as Exhibit F-2 (with such changes thereto as may be mutually agreed upon by Purchaser, the APC Party, and Issuer, each in its sole discretion).
“Purchaser Default” has the meaning specified in Section 17.2. [“Purchaser PPA Custodial Agreement” means that certain Custodial Agreement, dated as of [____], by and among Purchaser, J. Aron, and the PPA Custodian.] “Qualifying Use Requirements” means, with respect to any Product delivered under this Agreement, such Product is used (i) for a “qualifying use” as defined in U.S. Treas.
Reg. § 1.148-1(e)(2)(iii), (ii) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Code, and (iii) in a manner that is consistent with the Federal Tax Certificate attached as Exhibit D.
“Re-Pricing Agreement” means the Re-Pricing Agreement, dated as of the Bond Closing Date (as defined in the Bond Indenture), by and between Prepay LLC and Issuer. “Real-Time Market Price” has the meaning specified on Exhibit A-1 for each Delivery Point.
“Remarketing Election Deadline” means, for any Reset Period, the last date and time by which the Purchaser may provide a Remarketing Election Notice as set forth in the applicable Reset Period Notice.
“Remarketing Election Notice” has the meaning specified in Section 3.4(b).
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“Renewable Energy Credit” or “REC” means a certificate of proof associated with the generation of electricity from an eligible renewable energy resource, which certificate is issued through the accounting system established by the CEC pursuant to RPS Law, evidencing that one (1) MWh of energy was generated and delivered from such eligible renewable energy resource and the “bucket” to which such energy pertains. Such certificate is a tradable environmental commodity (also known as a “green tag”) with which the owner of the REC can prove that it has purchased renewable energy.
“Replacement Assigned Rights and Obligations” means any Assigned Rights and Obligations other than the Initial Assigned Rights and Obligations. “Replacement Price” means, with respect to any Shortfall Quantity of Base Quantities and Delivery Hour and Delivery Point, the price at which Purchaser, acting in a Commercially Reasonable manner, purchases at the applicable Delivery Point Replacement Product for such Shortfall Quantity, plus (i) costs reasonably incurred by Purchaser in purchasing Replacement Product, and (ii) additional transmission charges, if any, reasonably incurred by Purchaser to the applicable Delivery Point, or at Purchaser’s option, the market price at the Delivery Point for such Product not delivered as determined by Purchaser in a Commercially Reasonable manner. The Replacement Price for any Shortfall Quantity shall not include any administrative or other internal costs incurred by Purchaser 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 Purchaser be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Issuer’s liability.
“Replacement Product” means any Energy purchased by Purchaser 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.
“Reset Period” means each “Reset Period” under the Re-Pricing Agreement. “Reset Period Notice” has the meaning specified in Section 3.4(a). “RPS Law” means the California Renewable Energy Resources Act, as implemented and amended from time to time, and any successor Law. “Schedule”, “Scheduled” or “Scheduling” means the actions of Issuer, Purchaser 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. “Shortfall Quantity” has the meaning specified in Section 4.1(a). “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Issuer or Purchaser to or from the Delivery Point.
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“Trustee” means [______], and its successors as trustee under the Bond Indenture. “Utility Revenues” means all charges received for, and all other income and receipts derived by Purchaser from, the operation of Purchaser’s electric utility system, or arising from Purchaser’s electric utility system, including income derived from the sale or use of electric energy generated, transmitted, or distributed by any facilities of Purchaser’s electric utility system, together with any receipts derived from the sale of any property pertaining to Purchaser’s electric utility system or incidental to the operation of Purchaser’s electric utility system or from any services performed by Purchaser in connection with or incidental to Purchaser’s electric utility system, or from any other source whatsoever directly or indirectly derived from Purchaser’s electric utility system, but exclusive in every case of any moneys derived from the levy or collection of taxes upon any taxable property within the jurisdictional boundaries of Purchaser. “Voided Remarketing Election Notice” has the meaning specified in Section 3.4(b). “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.
DELIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT II; CONDITION
PRECEDENT
Section 2.1 Delivery Period. Subject to Section 2.2, delivery of Product by Issuer to Purchaser shall commence at the beginning of the Delivery Period and, except for any Reset Period Resolution No. 2026-006
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for which a Remarketing Election Notice is in effect as provided in Section 3.4(b), shall continue throughout the Delivery Period.
Section 2.2 Condition Precedent. Notwithstanding anything to the contrary herein, commencement of deliveries and the rights and obligations of Issuer and Purchaser hereunder are subject to the condition precedent that Issuer shall have entered into the Master Power Supply Agreement and shall have issued the Bonds.
Section 2.3 Pledge of this Agreement. Purchaser acknowledges and agrees that Issuer will pledge its right, title and interest under this Agreement during the Delivery Period and the revenues to be received under this Agreement during the Delivery Period to secure Issuer’s obligations under the Bond Indenture.
ARTICLE III.
SALE AND PURCHASE; PRICING
Section 3.1 Sale and Purchase of Product. Issuer shall sell and deliver or cause to be delivered to Purchaser, and Purchaser shall purchase and receive from Issuer, the applicable Product in the quantities, at the times and places, subject to the terms and conditions set forth in this Agreement. The quantities of Product to be sold and delivered and purchased 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 Products delivered in each Month of the Delivery Period to or for the account of J. Aron pursuant to an Issuer Assignment Agreement. The Base Quantity shall be delivered and received at the Base Delivery Point, and the Assigned Quantity to be delivered in accordance with each Issuer Assignment Agreement shall be delivered and received at the Assigned Delivery Point specified in such Issuer Assignment Agreement.
Section 3.2 Purchaser Payments.
(a) For each Month for which an EPS Energy Period is in effect during the Delivery Period:
(i) Purchaser shall pay Issuer the sum, for all Assigned PPAs, of the product of the Assigned Prepay Quantities set forth in Exhibit A-2 hereto for each Month and the applicable Contract Price therefor, provided that Issuer shall owe a payment to Purchaser to the extent that the Contract Price for Assigned Prepay Quantities is negative;
(ii) Purchaser shall pay Issuer the product, for each Assigned PPA, of (A) the Assigned PAYGO Product delivered pursuant to such Assigned PPA and received by Purchaser in such Month and (B) the Contract Price for such Assigned PAYGO Product; provided that, solely with respect to Assigned PAYGO Product delivered pursuant to Purchaser Assigned PPAs, Purchaser shall owe a separate PPA Gross Payment for Resolution No. 2026-006
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each Purchaser Assigned PPA consistent with the terms of the Purchaser PPA Custodial Agreement, and, upon satisfying its obligations under the Purchaser PPA Custodial Agreement in respect of such amount (after taking into consideration any [PPA Seller Payment Obligation (as such term is defined in the PPA Custodial Agreement)] credited to Purchaser in respect thereof)], any portion of such amount attributable to Assigned PAYGO Product shall be deemed to be paid by Purchaser to the applicable APC Party on behalf of J. Aron and shall satisfy the obligations of the respective parties under each of the Electricity Sale and Service Agreement, the Master Power Supply Agreement, and this Agreement to pay for such Assigned PAYGO Product; and
(iii) to the extent that Base Quantities are delivered hereunder in any Delivery Hour in any Month during the Delivery Period, Purchaser shall pay Issuer the applicable Contract Price therefor multiplied by the Base Quantities actually delivered.
(b) The Contract Price for Assigned Energy is inclusive of any amounts due in respect of other Assigned Products; provided that, to the extent an Assigned PPA provides for the separate settlement of amounts due thereunder for (i) Assigned Energy and (ii) other Assigned Products under such Assigned PPA, such amounts will be separately settled under this Agreement and the PPA Custodial Agreements consistent with the settlement terms of the applicable Assigned PPA. For example, if (A) an Assigned PPA provides that (I) the portion of the APC Contract Price attributable to Assigned Energy is payable in the Month following delivery of such Assigned Energy and (II) the portion of the APC Contract Price attributable to Assigned RECs is payable in the Month following the delivery of the certificates that are associated with the Assigned RECs, and (B) such Assigned RECs and their associated certificates are delivered one or more Months after delivery of the associated Assigned Energy, then separate payments for such Assigned Energy and the associated Assigned RECs shall be made under this Agreement and the PPA Custodial Agreements in the respective Months following the delivery of the Assigned Energy and the associated Assigned RECs.
Section 3.3 Annual Refund. In addition to any Monthly Discount Percentage applied to Energy Scheduled hereunder, Issuer shall credit such Annual Refund to Purchaser as may be available for distribution by Issuer pursuant to Section 5.12(b) of the Bond Indenture during the Delivery Period, subject to the provisions of this Section 3.3 and in accordance with the Project Agreement. Such Annual Refund, if any, shall be credited to the next amount due from Purchaser following the release of funds for such purpose to Issuer under the terms of the Bond Indenture.
In determining the amount of such Annual Refund, if any, to be credited to Purchaser, Issuer may reserve such funds (i) as may be required under the terms of the Bond Indenture or (ii) as it deems reasonably necessary and appropriate, including but not limited to amounts required (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, including future sinking fund or other principal amortization of the Bonds, or (d) for other costs of the Clean Energy Project II.
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Section 3.4 Reset Period Remarketing.
(a) Reset Period Notice. For each Reset Period, Issuer shall provide to Purchaser, at least ten (10) days prior to the Remarketing Election Deadline, written notice (a “Reset Period Notice”) setting forth (i) the duration of such Reset Period, (ii) the estimated Available Discount Percentage for such Reset Period, and (iii) the applicable Remarketing Election Deadline. Issuer may thereafter update such notice at any time prior to the Remarketing Election Deadline and in any such update may extend the Remarketing Election Deadline in its sole discretion.
(b) Remarketing Election. If the Reset Period Notice (or any update thereto) for any Reset Period indicates that the estimated Available Discount Percentage specified in such notice is not at least equal to the Minimum Discount Percentage for such Reset Period, then: (i) a “Potential Remarketing Event” shall be deemed to exist, and (ii) Purchaser may, not later than the Remarketing Election Deadline, issue a written notice in the form attached hereto as Exhibit C (a “Remarketing Election Notice”) to Issuer, Prepay LLC and the Trustee electing for all Base Quantities with respect to such Reset Period to be remarketed; provided, however, if the actual Available Discount Percentage, as finally determined under the Re-Pricing Agreement, is equal to or greater than the Minimum Discount Percentage, then Issuer may, in its sole discretion, elect by written notice (a “Voided Remarketing Election Notice”) to Purchaser to treat such Remarketing Election Notice as void. If Purchaser issues a valid Remarketing Election Notice (other than a Voided Remarketing Election Notice) in accordance with this Section 3.4(b) for any Reset Period, then (x) Purchaser shall have no rights or obligations to pay for or receive any Product hereunder during such Reset Period or to receive any Annual Refund attributable to such Reset Period and (y) Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable, effective as of the end of the Month immediately preceding any Reset Period for which Purchaser has issued a valid Remarketing Election Notice. (c) Final Determination of Available Discount Percentage. The Parties acknowledge and agree that the final Available Discount Percentage for any Reset Period following the Initial Reset Period will be determined on the Re-pricing Date (as defined in the RePricing Agreement) for such Reset Period, and that such Available Discount Percentage may differ from the estimate or estimates of such Available Discount Percentage last provided to Purchaser prior to the Remarketing Election Deadline for such Reset Period; provided that the Available Discount Percentage for any Reset Period will not be less than the lower of (i) the last estimated Available Discount Percentage set forth in the Reset Period Notice for such Reset Period (or any update thereof) sent to Purchaser by Issuer and (ii) the Minimum Discount Percentage for Reset Period.
(d) Obligations Following a Remarketing Election. Notwithstanding the issuance of any Remarketing Election Notice for a Reset Period, (i) Purchaser will remain obligated to purchase the Base Quantities (and any Assigned Products assigned pursuant to Issuer Assignment Agreements) hereunder for each subsequent Reset Period, unless Purchaser issues a new valid Remarketing Election Notice (other than a Voided Remarketing Election Notice) for such subsequent Reset Period in accordance with this Section 3.4; and (ii) Purchaser shall not make any new commitment to purchase Priority Products during such Reset Period if Purchaser Resolution No. 2026-006
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reasonably expects such commitment to cause, during any portion of the Delivery Period after such Reset Period, Purchaser’s aggregate obligations to purchase Priority Products (including its obligation to purchase Priority Products hereunder) to exceed Purchaser’s expected aggregate requirements for Products that will be used (A) for a “qualifying use” as defined in U.S. Treas.
Reg. § 1.148-1(e)(2)(iii) and (B) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Code. Unless Purchaser issues a new Remarketing Election Notice (other than a Voided Remarketing Election Notice) for any subsequent Reset Period in accordance with this Section 3.4, Purchaser will cooperate with J. Aron in good faith and exercise Commercially Reasonable Efforts, in each case pursuant to Section 6.1 hereof, to locate EPS Compliant Energy for redelivery hereunder in any such Reset Period.
Section 3.5 Limited Obligation to Take Base Quantities. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be required to purchase and receive any Base Quantities hereunder, and, unless otherwise mutually agreed upon by the Parties in writing, Issuer, with respect to any Base Quantities that otherwise would be delivered hereunder, shall cause Prepay LLC to remarket such Base Quantities pursuant to the provisions of Exhibit C to the Master Power Supply Agreement.
Section 3.6 Partial Suspension of Issuer Assigned PPA PSAs. The Parties hereby acknowledge and agree that any Issuer Assigned PPA PSAs shall remain in full force and effect during the Assignment Period for each relevant Assigned PPA, provided that the portion of their rights and obligations thereunder that constitute Assigned Rights and Obligations shall be suspended and replaced by the Parties’ corresponding rights and obligations under this Agreement during the Assignment Period for each Relevant Assigned PPA.
ARTICLE IV.
FAILURE TO SCHEDULE PRODUCT
Section 4.1 Issuer’s Failure to Schedule Base Quantity (Not Due to Force Majeure). (a) Shortfall Quantity. If, for any Delivery Hour during the Delivery Period, Issuer breaches its obligation to Schedule or deliver all or any portion of the Base Quantity, after giving effect to reductions for Assigned Energy in accordance with Article VI, at any Delivery Point pursuant to the terms of this Agreement and such breach is not excused by the provisions of Article XI, then the portion of the Base Quantity that Issuer failed to Schedule or deliver shall be a “Shortfall Quantity”.
(b) Issuer Cover Damage Payments. Issuer shall pay to Purchaser, for each Shortfall Quantity that Issuer fails to Schedule or deliver in a Delivery Hour at the applicable Delivery Point, the result determined by the following formula:
P = Q x (RP - CP + AF)
Where:
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P = The amount payable by Issuer under this Section 4.1(b) for such Shortfall Quantity, Delivery Hour and Delivery Point;
Q = Such Shortfall Quantity and Delivery Point for such Delivery Hour;
RP = The Replacement Price for such Shortfall Quantity, Delivery Hour and Delivery Point;
CP = The Contract Price for the Shortfall Quantity of Base Product and such Delivery Hour and Delivery Point; and
AF = The Administrative Fee.
(c) Purchaser Obligation to Mitigate. Purchaser shall exercise Commercially Reasonable Efforts to mitigate Issuer’s damages paid by Issuer hereunder.
Section 4.2 Purchaser’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure). If, for any Delivery Hour during the Delivery Period, Purchaser breaches its obligation to Schedule or receive all or any portion of the Base Quantity at any Delivery Point pursuant to the terms of this Agreement and such breach is not excused by the provisions of Article XI, then Purchaser shall remain obligated to pay Issuer the Contract Price for such Base Quantity.
Issuer shall credit to Purchaser’s account any net revenues Issuer receives from Prepay LLC under the Master Power Supply Agreement in connection with the ultimate sale of any such Product by Prepay LLC to other Municipal Utilities, up to the Contract Price.
Section 4.3 Assigned Product. Except as otherwise set forth herein, neither Purchaser nor Issuer shall have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Product.
Section 4.4 Sole Remedies. Except with respect to termination of this Agreement pursuant to Article XVII, the remedies set forth in this Article IV shall be each Party’s sole and exclusive remedies against the other Party 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.
(a) Base Delivery Points. All Base Product delivered under this Agreement shall be Scheduled for delivery and receipt at (i) the Delivery Point set forth in Exhibit A-1 (the “Primary Delivery Point”) or (ii) any other point (an “Alternate Delivery Point”) that has been mutually agreed by Issuer, Purchaser and Prepay LLC (the Primary Delivery Point or, to the extent specified, any Alternate Delivery Point being the “Base Delivery Point”). Delivery of Energy to Resolution No. 2026-006
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Purchaser at the Primary Delivery Point shall be facilitated through submission of Inter-SC Trades, as defined in the CAISO Tariff (“ISTs”). Purchaser 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 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 under this Agreement shall be Scheduled for delivery and receipt at the applicable Assigned Delivery Point specified in the applicable Assigned PPA. All other Assigned Product shall be delivered consistent with the terms of the applicable Issuer Assignment Agreement.
Section 5.2 Transmission and Scheduling. Issuer 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. Purchaser shall Schedule or arrange for Scheduling services with CAISO in accordance with CAISO Tariff, to receive the Base Product at the Base Delivery Point.
If Prepay LLC Schedules or arranges for Scheduling services, to deliver Base Product to the Base Delivery Point, then Issuer’s obligations under this Section shall be relieved pro tanto. Scheduling of Assigned Energy shall be in accordance with the applicable Assignment Agreement.
Section 5.3 Title and Risk of Loss. Title to and risk of loss of the Product delivered under this Agreement shall pass from Issuer to Purchaser at the applicable Delivery Point. The transfer of title and risk of loss for all Assigned Product shall be in accordance with the applicable Issuer Assignment Agreement and Purchaser Assignment Agreement, if any; provided that all Issuer Assignment Agreements and Purchaser Assignment Agreements shall provide for the transfer of Renewable Energy Credits in accordance with WREGIS. 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 Product delivered hereunder 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; provided that, notwithstanding the foregoing, (a) Issuer shall have no obligation to indemnify, defend or hold harmless Purchaser for any such Claims relating to replacement costs, cover damages or similar liabilities that are payable to any Person because of Purchaser’s failure to deliver any Product to such Person 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 obligation to indemnify, defend or hold harmless the other Party in respect of any Claims relating to any Assigned Product.
Section 5.4 Communications Protocol. With respect to the Scheduling and delivery of Base Quantities, Issuer and Purchaser shall comply with the communications protocol set forth in Exhibit G. Scheduling and transmission of Assigned Energy shall be in accordance with the applicable Issuer Assignment Agreement and Purchaser Assignment Agreement, if any, pursuant Resolution No. 2026-006
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to which (x) Issuer or its designee shall act as the scheduling coordinator with respect to any Issuer Assigned PPA and (y) Purchaser or its designee shall act as the scheduling coordinator with respect to any Purchaser Assigned PPA.
Section 5.5 Deliveries within CAISO or another Balancing Authority. The Parties acknowledge that Energy delivered by Issuer 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 Purchaser hereunder, provided that any associated Renewable Energy Credits and other Assigned Product are also delivered to Purchaser.
Section 5.6 Assigned Products. Notwithstanding anything to the contrary herein, except as provided in Section 5.3, Issuer 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.
(a) Initial Assigned Rights and Obligations. Concurrently with the execution of this Agreement, Issuer has assigned the Initial Assigned Rights and Obligations to J. Aron.
(b) Assignments of Replacement Assigned Rights and Obligations. (i) Commencing one year prior to the expiration of any EPS Energy Period or otherwise immediately upon the early termination or anticipated early termination of an EPS Energy Period, Issuer and Purchaser shall exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign to J. Aron all or a portion of Issuer’s or Purchaser’s, as applicable, rights and obligations (together with the Initial Assigned Rights and Obligations, the “Assigned Rights and Obligations”) under (x) one or more Issuer Assigned PPAs or (y) one or more Purchaser Assigned PPAs (any such power purchase agreement under clause (x) or (y), an “Assignable Power Contract”). For added clarity, the Parties acknowledge and agree that (I) only an Issuer Assignment Agreement shall be required for an Issuer Assigned PPA described in clause (x) of the preceding sentence and no Purchaser Assignment Agreement shall be required with respect thereto; (II) both an Issuer Assignment Agreement and a Purchaser Assignment Agreement shall be required with respect to a Purchaser Assigned PPA described in clause (y) of the preceding sentence; and (III) Purchaser’s prior written consent shall be required for the Issuer’s entry into Resolution No. 2026-006
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an Issuer Assignment Agreement for the redelivery of Assigned Rights and Obligations under this Agreement.
(ii) The Parties recognize that, in the case of such an assignment, J. Aron will be obligated to sell and deliver Assigned Product it receives under all Assigned Rights and Obligations to Prepay LLC under the terms of the Electricity Sale and Service Agreement, and Prepay LLC will be obligated to deliver such Product to Issuer under the terms of the Master Power Supply Agreement. To be effective hereunder, any assignment of Replacement Assigned Rights and Obligations must be agreed and consented to by J. Aron. For all Assignment Periods following the Initial Assignment Periods, the APC Contract Price under each Issuer Assignment Agreement shall be the Day-Ahead Average Price, unless Issuer, Purchaser, Prepay LLC and J. Aron agree to appropriate amendments to the relevant documents to accommodate a different price.
(c) J. Aron Procurement of EPS Compliant Energy. Under certain circumstances specified in Section 6.1(c) of the Electricity Sale and Service Agreement, J. Aron is obligated to exercise Commercially Reasonable Efforts to obtain EPS Compliant Energy for ultimate redelivery to Purchaser hereunder, and, in such case, Purchaser shall cooperate in good faith with J. Aron in connection therewith, provided that:
(i) J. Aron’s procurement of any such EPS Compliant Energy for ultimate redelivery hereunder shall be subject to Purchaser’s prior written consent, with such consent not to be unreasonably withheld, provided, for the avoidance of doubt, that it shall be reasonable for Purchaser to withhold its consent based on (x) the requirements of the EPS or other regulatory requirements or (y) proposed pricing terms; (ii) Issuer and Purchaser may agree upon appropriate
amendments to this Agreement to facilitate the delivery of such EPS Compliant Energy, including with respect to the Delivery Point, consequences of failing to deliver or receive and scheduling matters; (iii) the period of delivery for any such EPS Compliant Energy (any such period, a “J. Aron EPS Energy Period”) shall not exceed the length, as applicable, of (A) the then-current Reset Period if such EPS Compliant Energy is obtained for delivery for the remainder of a Reset Period and (B) the length of the next succeeding Reset Period if such EPS Compliant Energy is obtained for delivery commencing in such succeeding Reset Period; and
(iv) during a J. Aron EPS Energy Period, if requested by J. Aron, Issuer and Purchaser shall continue to exercise Commercially Reasonable Resolution No. 2026-006
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Efforts and cooperate with J. Aron in good faith to assign Assigned Rights and Obligations to J. Aron under an Assignable Power Contract. (d) Amendments. Purchaser and Issuer agree to seek the written consent of J. Aron prior to any amendment to this Article VI or Exhibit F hereto. (e) Present Assignment of Assigned PPA Damages to Purchaser. The Parties hereto acknowledge that the terms of the Issuer Assignment Agreements shall not entitle J. Aron to damages from an APC Party under an Assigned PPA for any reason whatsoever (any such damages, “Assigned PPA Damages”).
Nonetheless, (i) the Parties acknowledge that, pursuant to the Electricity Sale and Service Agreement, J. Aron has presently assigned and transferred to Prepay LLC all right, title and interest in and to any Assigned PPA Damages that J. Aron may become entitled to receive, and pursuant to the Master Power Supply Agreement, Prepay LLC has presently assigned and transferred to Issuer all right, title and interest in and to any Assigned PPA Damages that Prepay LLC may become entitled to receive; and (ii) Issuer hereby presently transfers and assigns to Purchaser all of Issuer’s right, title and interest in and to any Assigned PPA Damages that Issuer may become entitled to receive.
Section 6.2 Failure to Obtain EPS Compliant Energy. To the extent an EPS Energy Period terminates or expires and Purchaser and J. Aron have been unable to obtain EPS Compliant Energy for delivery hereunder pursuant to the provisions of Section 6.1, then, until EPS Compliant Energy is obtained for delivery hereunder, the Parties acknowledge that Prepay LLC shall remarket Purchaser’s Base Quantities pursuant to the provisions of Exhibit C to the Master Power Supply Agreement, subject to the following:
(a) the requirements set forth in Section 6.1 shall continue to apply; and (b) Purchaser shall not make any new commitment to purchase Priority Products during such a remarketing.
Section 6.3 Early Termination of Assignment Periods and Updates to Exhibits. (a) The reduction in Base Quantity for each Delivery Hour during an Assignment Period after giving effect to an Issuer Assignment Agreement (each, a “Base Quantity Reduction”) shall be calculated in accordance with this Section
6.3(a). For the Initial Assignment Periods, the Base Quantity Reductions have been calculated as follows: the Base Quantity Reduction for each Delivery Hour of the Initial Assignment Periods equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month), multiplied by (ii) the result of (A) the APC Contract Price applicable for such Hour, divided by (B) [NOTE: To list the result of the following formula as determined at pricing: Front End Fixed Price for Base Quantities + (Active Swap Fee – Standby Swap Fee).]. For any Assignment Period other than the Initial Assignment Resolution No. 2026-006
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Periods, the Base Quantity Reduction for each Delivery Hour of the relevant Assignment Period shall equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month), multiplied by (ii) the result of (A) Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods divided by (B) the Fixed Price for Base Quantities; provided that if the Base Quantity Reduction for any Delivery Hour would result in a Base Quantity of less than zero, then the Assigned Prepay Quantity for such Delivery Hour will be reduced to the closest whole MWh such that the Base Quantity is not reduced below zero.
(b) Effective upon the first day of the second Month following the early termination of an Assignment Period for any reason, Issuer shall revise Exhibits A1 and A-2 to (i) reverse the Base Quantity Reductions associated with the Assignment Period that terminated for all remaining Hours in the Delivery Period and (ii) update the Base Quantity Reductions with the applicable formula set forth in Section 6.3(a). In the case of any other commencement of a subsequent Assignment Period, Issuer shall revise (A) the Base Quantity in Exhibit A-1 with the applicable formula set forth in Section 6.3(a) and (B) Exhibit A-2 to reflect the details for such Assignment Period. In making any revisions to Exhibit A-1 and Exhibit A-2 as contemplated by this Section 6.3, all such revisions shall be made in the same amount and in the same direction as, and at the same time as, any corresponding adjustments under the Master Power Supply Agreement, so that any adjustment to exhibits under the Prepaid Agreement remain fully aligned with adjustments made under this Agreement.
Section 6.4 J. Aron Non-Payment to APC Party.
(a) To the extent that (a) J. Aron fails to pay when due any [J. Aron Prepay Payment] (as defined in the PPA Custodial Agreements) and (b) Purchaser makes a payment for such amount to the applicable APC Party, Purchaser shall provide notice thereof to Issuer and Issuer shall make a payment to Purchaser in the amount of such non-payment from and to the extent of funds available for such purpose under the Indenture.
(b) The Parties acknowledge that Issuer has the right to appoint a director (the “Issuer-Appointed Director”) to the board of directors of Prepay LLC, and the Issuer-Appointed Director, pursuant to the terms of Prepay LLC’s Second Amended & Restated Limited Liability Company Agreement, dated [____], shall have sole decision-making authority with respect to enforcement by Prepay LLC of the GSG Guaranty (as defined in the Electricity Sale and Service Agreement) of J. Aron’s obligations under the Electricity Sale and Service Agreement. Issuer agrees that it shall instruct the Issuer-Appointed Director to exercise such voting rights in favor of Prepay LLC promptly enforcing its right to payment of any amounts that are due from but unpaid by J. Aron under [Section 6.4] of the Electricity Sale and Service Agreement.
Resolution No. 2026-006
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ARTICLE VII.
USE OF PRODUCT
Section 7.1 Tax Exempt Status of the Bonds. Purchaser acknowledges that the Bonds will be issued with the intention that the interest thereon will be exempt from federal taxes under Section 103 of the Code. Accordingly, Purchaser agrees that it will (a) provide such information with respect to its utility system as may be requested by Issuer in order to establish the tax-exempt status of the Bonds, and (b) act in accordance with such written instructions as Issuer may provide from time to time in order to maintain the tax-exempt status of the Bonds. Purchaser further agrees that it will not at any time take any action, or fail to take any action, that, if taken or omitted, respectively, would adversely affect the tax-exempt status of the Bonds. The Parties further acknowledge that, effective as of the commencement date of any Reset Period, the Base Quantity and Assigned Quantity may be reduced upon written notice of Issuer to Purchaser to a level (including to zero aggregate Base Quantity and Assigned Quantity for such Reset Period) that enables Special Tax Counsel, in its sole discretion, to deliver any opinion required from Special Tax Counsel to remarket the Bonds or issue refunding bonds as obligations the interest on which is excluded from gross income under Section 103 of the Code; provided furthermore that, in the case of a reduction of the aggregate Base Quantity and Assigned Quantity for a Reset Period to zero, the Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable, as of the end of the immediately preceding Reset Period.
Section 7.2 Priority Products. Purchaser agrees to purchase and receive the Base Quantities and Assigned Quantities to be delivered under this Agreement (a) in priority over and in preference to all other Products available to Purchaser that are not Priority Products; and (b) on at least a pari passu and non-discriminatory basis with other Priority Products.
Section 7.3 Assistance with Sales to Third Parties. If (a) (i) a quantity of Assigned Product less than the Assigned Prepay Quantity under an Assigned PPA is delivered in any Month during an Assignment Period for any reason other than Force Majeure or (ii) an Assigned PPA FM Remarketing Event has occurred and is in effect (as defined in Exhibit F to the Master Power Supply Agreement) (in which case such Purchaser will be deemed to have been unable to receive such Product), (b) Issuer is required under Section 3.5 to cause Base Quantities that otherwise would be delivered hereunder to be remarketed or (c) notwithstanding Purchaser’s compliance with Section 7.1, Purchaser does not require all or any portion of the Assigned Prepay Quantities to meet its requirements for Energy for any Hour or Month that it is obligated to purchase under this Agreement as a result of (i) insufficient demand by Purchaser’s retail customers or (ii) a change in Law, Purchaser may, with reasonable notice issued in a remarketing notice similar in form to Attachment 2 to Exhibit G, request (and, in the case of clauses (a) and (b), shall be deemed to request) that Prepay LLC, as permitted by the Master Power Supply Agreement, sell such portion of such Base Quantities or Assigned Energy (A) to another Municipal Utility, or (B) if necessary, to another purchaser. Any remarketing notice issued under clause (c)(ii) above shall constitute a Structural Remarketing Notice (as defined in the Master Power Supply Agreement) and shall be subject to the requirements set forth in the Master Power Supply Agreement. If Prepay LLC makes Resolution No. 2026-006
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such a sale under Exhibit C to the Master Power Supply Agreement, Issuer shall credit against the amount owed by Purchaser to Issuer hereunder the amount received by Issuer from Prepay LLC for such sales less all costs and expenses directly incurred by Issuer, including but not limited to remarketing administrative charges paid by it to Prepay LLC under the Master Power Supply Agreement, but in no event shall the amount of such credit be more than the Contract Price for the Energy so sold.
Section 7.4 Qualifying Use. Without limiting Purchaser’s other obligations under this Article VII, Purchaser agrees that, subject to Section 7.5, it will use all of the Product purchased under this Agreement in compliance with the Qualifying Use Requirements. Purchaser agrees that it will provide such additional information, records and certificates as Issuer may reasonably request to confirm Purchaser’s compliance with this Section 7.4.
Section 7.5 Remediation.
(a) The Parties acknowledge that Purchaser may at times inadvertently remarket Products received hereunder in a manner that does not comply with Qualifying Use Requirements due to daily and Hourly fluctuations in Purchaser’s Product needs. To the extent Purchaser does so, Purchaser shall (a) exercise Commercially Reasonable Efforts to use any Disqualified Sale Proceeds of such remarketing to purchase Products (other than Priority Products) that Purchaser then uses in compliance with the Qualifying Use Requirements and (b) reserve funds in an amount equal to any Disqualified Sale Proceeds until such Disqualified Sale Proceeds are remediated or transferred to the Trustee pursuant to Section 7.6(b) below.
(b) To the extent that all or a portion of any Base Quantities or Assigned Prepay Quantities are remarketed under Section 7.3 and any such remarketing results in a Ledger Entry (as defined in the Master Power Supply Agreement), Purchaser agrees that it shall (i) exercise Commercially Reasonable Efforts to use an amount equivalent to the remarketing proceeds associated with any such Ledger Entry to purchase Non-Priority Products and use such Non-Priority Products in compliance with the Qualifying Use Requirements in order to remediate such Ledger Entries; and (ii) apply its purchases of Non-Priority Products to remediate any such proceeds under the Master Power Supply Agreement prior to remediating such proceeds under any other contract that provides for the purchase of Priority Energy. To track compliance with Purchaser’s obligations under this Section
7.5(b), Purchaser shall deliver a remediation certificate in the form of Exhibit I to Issuer and Prepay LLC by the twentieth day of the Month subsequent to any relevant Non-Priority Products purchases (which may include purchases of Energy from CAISO to the extent such Energy is used in compliance with the Qualifying Use Requirements); provided that the Parties acknowledge and agree that any purchases of Assigned PAYGO Products (commencing with purchases of Assigned PAYGO Products in the Month in which any such Ledger Entry occurs) shall be applied to remediate any such Ledger Entries. For Ledger Entries remediated under this Section 7.5(b) that have not otherwise been remediated by Prepay LLC Resolution No. 2026-006
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pursuant to the remarketing provisions of the Master Power Supply Agreement, Issuer shall pay Purchaser any portion of the Monthly Discount Percentage associated with such Ledger Entries that is available under the Bond Indenture on or before the last Business Day of the Month in which Purchaser provides a certificate under this Section 7.5(b) evidencing such remediation. (c) To the extent that Issuer effects a partial redemption of the Bonds in order to avoid a Ledger Event under and as defined in the Master Power Supply Agreement, Issuer may reduce the quantities of Product to be delivered hereunder by written notice to Purchaser; provided that such reduced quantities of Product will be reflected in an amendment to Exhibits A-1 and A-2 to this Agreement; provided furthermore that, in the case of a reduction of the aggregate Base Quantity and Assigned Quantity under this Agreement to zero, the Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable.
Section 7.6 Remediation; Ledger Entries; Redemption.
(a) Remediation. To track compliance with the requirements of Section 7.5(a), Purchaser will provide a quarterly report to Issuer (delivered not later than the 25th day of each April, July, October and January until the end of the Delivery Period) showing the following: the total quantity of proceeds from sales of Products received hereunder that (i) were sold by Purchaser to any Person in a transaction that does not comply with the Qualifying Use Requirements and (ii) have not been remediated by Purchaser by applying such proceeds to purchase Products that are used in compliance with the Qualifying Use Requirements (the quantities of Product producing such proceeds, “Disqualified Sale Units” and such proceeds received, “Disqualified Sale Proceeds”).
(b) Ledger Entries. Issuer shall report such unremediated Disqualified Sale Proceeds and the associated Disqualified Sale Units to Prepay LLC for addition to the remarketing ledgers maintained by Prepay LLC under the Master Power Supply Agreement, with the ledger entries to be dated as of the end of the first month of the relevant quarter. (c) Transfers to Trustee. Purchaser shall transfer (to the extent such unremediated Disqualified Sales Proceeds and associated Disqualified Sale Units remain reflected on the remarketing ledger described under Section 7.6(b) at the time such transfer is required by this Section 7.6(c)) any such unremediated Disqualified Sale Proceeds and any other required funds (i.e., all additional funds necessary for redemption of the Bonds referred to in this Section 7.6(c)) to the Trustee at least 95 days prior to the second anniversary of the date on which such unremediated Disqualified Sale Proceeds and the associated Disqualified Sale Units were first reflected on the remarketing ledgers in accordance with Section 7.6(b), with such funds to be deposited in the Debt Service Account (as defined in the Bond Indenture) and applied to the redemption of Bonds as directed by Issuer and approved by Special Tax Counsel (as defined in the Bond Indenture) as preserving the tax-exempt status of the Bonds.
Resolution No. 2026-006
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ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS
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) in the case of Issuer as the representing Party, Issuer is a joint powers authority, duly organized and validly existing under the Laws of the State of California, (b) in the case of Purchaser as the representing Party, Purchaser is a public agency of the State of California, duly organized and validly existing under the Laws of 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 its governing body 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 enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity and except possibly for Sections 12.2 and 12.3;
(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 Resolution No. 2026-006
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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, ordinance, rule or regulation 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 Issuer, the lien of the Bond Indenture; (i) 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, arms-length transaction involving the mutual exchange of consideration and, once executed by both Parties, considers this Agreement a legally enforceable contract.
Section 8.2 Warranty of Title. Issuer warrants that it will deliver to Purchaser (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 Issuer’s or Prepay LLC’s actions.
Section 8.3 Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY MADE BY ISSUER IN THIS Article VIII, ISSUER HEREBY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Section 8.4 Continuing Disclosure. Purchaser agrees to provide to Issuer: (a) such financial and operating information as may be requested by Issuer, including Purchaser’s most recent audited financial statements, for use in Issuer’s offering documents for the Bonds; and (b) annual updates to such information and statements to enable Issuer to comply with its undertakings to enable the underwriters of the offerings of the Bonds to comply with the continuing disclosure provisions of Rule 15c2-12 of the United States Securities and Exchange Commission. Failure by Purchaser to comply with its agreement to provide such annual updates shall not be a default under this Agreement, but any such failure shall entitle Issuer or an owner of the Bonds to take such actions and to initiate such proceedings as may be necessary and appropriate to cause Purchaser to comply with such agreement, including without limitation the remedies of mandamus and specific performance.
ARTICLE IX.
TAXES
Resolution No. 2026-006
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As between Issuer and Purchaser, Issuer 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 pursuant to this Agreement arising prior to the applicable Delivery Point and (ii) indemnify Purchaser for any such taxes paid by Purchaser, in each case to the extent Issuer is reimbursed or indemnified for such taxes by Prepay LLC. As between Issuer and Purchaser, Purchaser shall (i) be responsible for all taxes with respect to Product received pursuant to this Agreement assessed at or from the applicable Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of Product other than Assigned Energy and, therefore, the responsibility of Issuer) and all ad valorem, excise, severance, production and other taxes assessed with respect to Product delivered pursuant to this Agreement assessed against Issuer and not reimbursed or indemnified by Prepay LLC, and (ii) indemnify Issuer and its Affiliates for any such taxes paid by Issuer 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
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST EITHER PARTY ARISING
OUT OF OR RELATING HERETO SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS
OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES OF AMERICA, IN EITHER CASE LOCATED IN LOS ANGELES COUNTY, CALIFORNIA. BY EXECUTING AND
DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY ACCEPTS GENERALLY AND
UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; 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.
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). 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 Resolution No. 2026-006
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to perform or resume performance 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 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
The terms and provisions of this Agreement shall extend to and be binding upon the Parties and their respective successors, assigns, and legal representatives; provided, however, that, subject to Section 18.14, neither Party may assign this Agreement or its rights and interests, in whole or in part, under this Agreement without the prior written consent of the other Party; provided furthermore that, for the avoidance of doubt, Issuer agrees that it shall terminate any Resolution No. 2026-006
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applicable Issuer Assignment Agreements and Purchaser Assignment Agreements concurrently with the assignment of this Agreement. Prior to assigning this Agreement, Purchaser shall deliver to Issuer written confirmation from each Rating Agency (as defined in the Bond Indenture), provided that such agency has rated and continues to rate the Bonds, that the assignment will not result in a reduction, qualification, or withdrawal of the then-current ratings assigned by such Rating Agency to the Bonds. Whenever an assignment or a transfer of a Party’s interest in this Agreement is requested to be made with the written consent of the other Party, the assigning or transferring Party’s assignee or transferee shall expressly assume, in writing, the duties and obligations under this Agreement of the assigning or transferring Party. Upon the agreement of a Party to any such assignment or transfer, the assigning or transferring Party shall furnish or cause to be furnished to the other Party a true and correct copy of such assignment or transfer and assumption of duties and obligations.
ARTICLE XIV.
PAYMENTS
Section 14.1 Monthly Statements.
(a) Purchaser’s Statements. No later than the 10th 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, Purchaser shall deliver to Issuer 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 Purchaser in connection with this Agreement with respect to the prior Months. (b) Billing Statements. For any Month during the Delivery Period for which Purchaser has not issued a valid Remarketing Election Notice, Issuer shall deliver billing statements (each, a “Billing Statement”) consistent with the below. (i) With respect to any amounts due from Purchaser hereunder with respect to Assigned Products under any Issuer Assigned PPAs: no later than the [5 th] day of each
Month during the Delivery Period (including the first Month of the Delivery Period), Issuer shall deliver a Billing Statement to Purchaser, which for the avoidance of doubt (x) will be calculated based on projected costs consistent with the terms of the relevant Issuer Assigned PPA PSA(s) and (y) shall provide for payment at a minimum of an amount equal to the Contract Price Assigned Prepay Quantity set forth in Exhibit A-2 to this Agreement for each such Issuer Assigned PPA. For added clarity: the Parties acknowledge and agree that Billing Statements delivered under this Section 14.1(b)(i) shall be delivered in the Month of the relevant Product deliveries.
(ii) With respect to any amounts due from Purchaser hereunder other than with respect to Assigned Products under Issuer Assigned PPAs: 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”), shall deliver a Billing Statement to Purchaser indicating (A) the total amount due to Issuer for Resolution No. 2026-006
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Product delivered hereunder in the prior Month, (B) any other amounts due to Issuer or Purchaser in connection with this Agreement with respect to the prior Months, and (C) the net amount due to Issuer or Purchaser; provided that Prepay LLC’s delivery of a Billing Statement to Issuer and Purchaser pursuant to and as defined in the Master Power Supply Agreement shall be deemed to satisfy Issuer’s obligation to deliver a Billing Statement hereunder; provided furthermore that invoicing for all Assigned PAYGO Products shall occur under the PPA Custodial Agreements. For each Month of any Assignment Period for a Purchaser Assigned PPA, the Billing Statement prepared by Issuer shall assume that all Assigned Projected Quantities under each Purchaser Assigned PPA were delivered for such Month. For added clarity: the Parties acknowledge and agree that Billing Statements delivered under this Section 14.1(b)(ii) shall be delivered in the Month following the relevant Product deliveries.
(iii) To the extent that a Monthly Statement (as defined in the PPA Custodial Agreements) subsequently delivered under a PPA Custodial Agreement reflects that less than the Assigned Prepay Quantities were actually delivered under an Assigned PPA, then (A) the previously delivered Billing Statement shall be deemed to be updated in accordance with such Billing Statement; and (B) Issuer shall owe a resettlement payment to Purchaser in an amount equal to the resettlement payment owed by Prepay LLC to Issuer under [Section 14.1(b)(ii)] of the Master Power Supply Agreement. The Parties acknowledge and agree that J. Aron shall have a separate resettlement payment obligation with respect to the amounts described in the clause (B) of the preceding sentence under the Electricity Sale and Service Agreement, and J. Aron’s payment of the [J. Aron Resettlement Amount] as defined in and pursuant to the PPA applicable Custodial Agreement shall satisfy the corresponding obligations of the respective parties under each of the Electricity Sale and Service Agreement, the Master Power Supply Agreement and this Agreement. (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 Payments.
(a) Payments Due.
(i) If a Billing Statement delivered under Section 14.1(b)(i) indicates an amount due from Purchaser for any Month during the Delivery Period, then Purchaser shall remit such amount to Issuer by wire transfer (pursuant to the Issuer’s instructions), in immediately available funds, on or before the [25
th] day of the Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. (ii) If a Billing Statement delivered under Section 14.1(b)(ii) indicates an amount due from Purchaser for any Month during the Delivery Period for which Purchaser has not issued a valid Remarketing Election Notice, then Purchaser shall remit such amount to Issuer by wire transfer Resolution No. 2026-006
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(pursuant to the Trustee’s instructions), in immediately available funds, on or before the 20th 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 a Billing Statement delivered under Section
14.1(b)(ii) indicates an amount due from Issuer, then Issuer shall remit such amount to Purchaser by wire transfer (pursuant to Purchaser’s instructions), in immediately available funds, on or before 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. (iii) Notwithstanding the foregoing, payments due from
Purchaser for Assigned PAYGO Product under Purchaser Assigned PPAs shall be due two Business Days’ preceding the payment date specified in the Purchaser Assigned PPA; provided that payments due from Purchaser for Assigned PAYGO Product shall be satisfied by Purchaser’s compliance with Section 3.2(a)(ii) and Section 3.2(a)(ii) in respect of such Assigned PAYGO Product.
(iv) For added clarity: the Parties acknowledge and agree that the payment instructions may be different for amounts payable by Purchaser under Section 14.1(b)(i) and Section 14.1(b)(ii), respectively. (b) No Duty to Estimate. If Purchaser fails to issue a Purchaser’s Statement with respect to any Month, Issuer shall not be required to estimate any amounts due to Purchaser for such Month, provided that Purchaser may include any such amount on subsequent Purchaser’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 nondelivering Party of inaccuracy in any estimated invoice issued or payment made pursuant to this subsection (b).
Section 14.3 Payment of Disputed Amounts. If Purchaser disputes any amounts included in a Billing Statement, Purchaser shall (except in the case of manifest error) nonetheless 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 Purchaser may have; provided, however, that Purchaser shall have the right, after payment, to dispute any amounts included in a Billing Statement or otherwise used to calculate payments due under this Agreement pursuant to Section 14.5. If Issuer disputes any amounts included in the Purchaser’s Statement, Issuer 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 Purchaser fails to remit the full amount payable within one Business Day 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.
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(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 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.
(b) Deadline for Objections. Each Purchaser’s Statement and each Billing Statement shall be conclusively presumed final and accurate, and all associated claims for underor overpayments shall be deemed waived unless such Purchaser’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 mutually agreed upon 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(b), 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 an incorrect Purchaser’s Statement or Billing Statement shall bear interest at the Default Rate from the date such payment was made.
Section 14.6 Netting; No Set-Off. 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 any amounts that are in dispute, and payment for all amounts set forth in a Billing Statement provided to Purchaser shall be made without set-off or counterclaim of any kind.3
Section 14.7 Source of Purchaser’s Payments. Purchaser covenants and agrees to make payments due hereunder from Utility Revenues, and only from such Utility Revenues, as an operating expense of its utility system; provided, however, that Purchaser may apply any legally available monies to the payment of amounts due hereunder.
Section 14.8 Rate Covenant. Purchaser hereby covenants and agrees that it will establish, fix, prescribe, maintain, and collect rates, fees, and charges from the customers of its utility system so as to provide Utility Revenues sufficient to enable Purchaser to pay Issuer all amounts payable under this Agreement and to pay all other amounts payable from Utility Revenues, and to maintain any required reserves for Purchaser’s utility system. Purchaser further covenants and agrees that 3 NTD: SCPPA reviewing to confirm that SCPPA accounting is set up for this.
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it shall not furnish or supply services free of charge to any Person, except any such service free of charge that Purchaser is supplying on the date hereof as has been specifically identified by Purchaser to Issuer in writing, and it shall promptly enforce the payment of any and all accounts owing to Purchaser for the sale of Product or the provision of distribution or other services to its customers. Purchaser further covenants and agrees that in any future bond issue undertaken by Purchaser, or in connection with any other financing or financial transaction, Purchaser shall provide that the amounts payable by it under this Agreement constitute a cost of purchased power and an operating expense of its electric system payable, together with all other operating expenses, from a first charge on Utility Revenues. Purchaser further covenants that it shall not take any action that would give rise to an event under Section 17.2(b) with respect to Purchaser.
Section 14.9 Pledge of Utility Revenues. Purchaser shall not grant any lien on or security interest in, or otherwise pledge or encumber, the Utility Revenues if the terms or effect of such lien, pledge or other encumbrance results in such lien, pledge or other encumbrance having priority over the obligations of Purchaser to pay the Contract Price, which obligations constitute operating expenses of Purchaser.
Section 14.10 Financial Responsibility. When reasonable grounds for insecurity of payments due under this Agreement arise, Issuer may demand, and Purchaser shall provide within two (2) Business Days if demanded, adequate assurance of performance. Reasonable grounds include but are not limited to the occurrence of an insolvency or liquidation proceeding with respect to Purchaser or the downgrading of Purchaser’s credit rating, if any, to a level below investment grade, or such facts and circumstances which would constitute reasonable grounds for insecurity under applicable Law. Adequate assurance shall mean sufficient security in the form and for a term reasonably specified by Issuer, including but not limited to a standby irrevocable letter of credit, a prepayment, a deposit to an escrow account, or a performance bond or guaranty by a creditworthy entity. The Parties agree that in the event Purchaser fails to provide such adequate assurance as demanded, Issuer shall have the right to suspend its performance under this Agreement, including the making of deliveries of Product to Purchaser, on one (1) day written notice and shall not be obligated to restore such performance until the later of (i) the first day of the Month after such demand has been satisfied, and (ii) the completion of the term of deliveries to any replacement sales customer to which Prepay LLC has remarketed the Product on behalf of Issuer.
ARTICLE XV.
[RESERVED]
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 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, Resolution No. 2026-006
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or request shall be deemed to be given when actually received (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.
ARTICLE XVII.
DEFAULT; REMEDIES; TERMINATION
Section 17.1 Issuer Default. Each of the following events shall constitute an “Issuer Default” under this Agreement:
(a) any representation or warranty made by Issuer in this Agreement shall prove to have been incorrect in any material respect when made; or (b) Issuer shall have failed to perform, observe or comply with any covenant, agreement or term contained in this Agreement, and such failure continues for more than thirty (30) days following receipt by Issuer of written notice thereof.
Section 17.2 Purchaser Default. Each of the following events shall constitute a “Purchaser Default” under this Agreement:
(a) Purchaser fails to pay when due any amounts owed to Issuer pursuant to this Agreement and such failure is not remedied within three days following receipt by Purchaser of written notice thereof;
(b) Purchaser (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency Law or other similar Law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained, in each case within 30 days of the institution or presentation thereof; (v) has a resolution passed for its windingup, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its of assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (viii) causes or is subject to any event with respect to it which, under the applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in Resolution No. 2026-006
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clauses (i) through (vii); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; (c) any representation or warranty made by Purchaser in this Agreement proves to have been incorrect in any material respect when made; (d) Purchaser shall have failed to perform, observe or comply with any covenant, agreement or term contained in this Agreement, and such failure continues for more than 15 days following the earlier of receipt by Purchaser of notice thereof; or (e) Purchaser shall have failed to establish, maintain, or collect rates or charges adequate to provide Utility Revenues sufficient to enable Purchaser to pay all amounts due to Issuer under this Agreement.
Section 17.3 Remedies Upon Default.
(a) Termination. If at any time an Issuer Default or a Purchaser Default has occurred and is continuing, then the non-defaulting Party may do any or all of the following (i) by notice to the defaulting Party specifying the relevant Issuer Default or Purchaser Default, as applicable, terminate this Agreement effective as of a day not earlier than the day such notice is deemed given under Article XVI and/or (ii) declare all amounts due to the non-defaulting Party under this Agreement or any part thereof immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of intent to demand, protest or other formalities of any kind, all of which are hereby expressly waived by the defaulting Party; provided, however, this Agreement shall automatically terminate, and all amounts due to the non-defaulting Party hereunder shall immediately become due and payable as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition giving rise to a Purchaser Default specified in Section
17.2(b)(iv) or, to the extent analogous thereto, Section 17.2(b)(viii). In addition, during the existence of an Issuer Default or a Purchaser Default, as applicable, the non-defaulting Party may exercise all other rights and remedies available to it at Law or in equity, including without limitation mandamus, injunction and action for specific performance, to enforce any covenant, agreement or term of this Agreement.
(b) Additional Remedies. In addition to the remedies set forth in Section
17.3(a) (and without limiting any other provisions of this Agreement), during the existence of any Purchaser Default, Issuer may suspend its performance hereunder and discontinue the supply of all or any portion of the Product otherwise to be delivered to Purchaser by it under this Agreement. If Issuer exercises its right to suspend performance under this Section 17.3(b), Purchaser shall remain fully liable for payment of all amounts in default and shall not be relieved of any of its payment obligations under this Agreement. Deliveries of Product may only be reinstated, at a time to be determined by Issuer, upon (i) payment in full by Purchaser of all amounts then due and payable under this Agreement and (ii) unless otherwise agreed by Issuer, payment in advance by Purchaser at the beginning of each Month of amounts estimated by Issuer to be due to Issuer for the future delivery of Product under this Agreement for such Month. Issuer may continue to require payment in advance from Purchaser after the reinstatement of Issuer’s supply services under this Agreement Resolution No. 2026-006
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for such period of time as Issuer in its sole discretion may determine is appropriate. In addition, and without limiting any other provisions of or remedies available under this Agreement, if Purchaser fails to accept from Issuer any Product tendered for delivery under this Agreement, Issuer shall have the right to sell such Product to third parties on any terms that Issuer, in its sole discretion, determines are appropriate.
(c) Effect of Early Termination. As of the effectiveness of any termination date in accordance with clause (i) of Section 17.3(a), (i) the Delivery Period shall end, (ii) the obligation of Issuer to make any further sales and deliveries of Product to Purchaser under this Agreement shall terminate, (iii) the obligation of Purchaser to purchase and receive deliveries of Product from Issuer under this Agreement will terminate and (iv) the Partiesshall exercise their right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements effective as of the end of the Delivery Period hereunder. Neither this Agreement nor the Delivery Period may be terminated for any reason except as specified in this Article XVII. Without prejudice to any payment obligation in respect of periods prior to termination, no payments will be due from either Party in respect of periods occurring after the effective termination date of this Agreement.
Section 17.4 Termination of Master Power Supply Agreement; Failed Bond Remarketing. Purchaser acknowledges and agrees that (i) in the event the Master Power Supply Agreement terminates prior to the end of the primary term of this Agreement, this Agreement shall terminate on the effective date of early termination of the Master Power Supply Agreement (which date shall be the last date upon which deliveries are required thereunder, subject to all winding up arrangements), (ii) Issuer’s obligation to deliver Product under this Agreement shall terminate upon the termination of deliveries of Product to Issuer under the Master Power Supply Agreement and (iii) in either such event, Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements in effect. Issuer shall provide notice to Purchaser of any early termination date of the Master Power Supply Agreement. The Parties recognize and agree that, in the event that the Master Power Supply Agreement terminates because of a Failed Remarketing (as defined in the Bond Indenture) of the Bonds that occurs in the first Month of a Reset Period, Issuer shall deliver Product under this Agreement for the remainder of such first Month, and, notwithstanding anything in this Agreement to the contrary, no Monthly Discount Percentage or Annual Refunds shall be associated with such deliveries and the Contract Price shall be adjusted accordingly.
Section 17.5 Limitation on Damages. THE PARTIES CONFIRM THAT THE
EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. EXCEPT WHERE
EXPRESSLY PROVIDED OTHERWISE, 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 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 Resolution No. 2026-006
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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 ARMS-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 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 reasonable 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. Contemporaneously with this Agreement (unless otherwise specified),
(a) each Party shall deliver to the other Party evidence reasonably satisfactory to it of (i) such Party’s authority to execute, deliver and perform its obligations under this Agreement and (ii) the appropriate individuals who are authorized to sign this Agreement on behalf of such Party;
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(b) on the Bond Closing Date, Purchaser shall deliver to Issuer a fully executed Federal Tax Certificate in the form attached hereto as Exhibit D; and (c) on the Bond Closing Date, Purchaser shall deliver to Issuer an opinion of counsel to Purchaser in the form attached hereto as Exhibit E.
Section 18.3 Entirety; Amendments. This Agreement, including the exhibits and attachments hereto, constitutes the entire agreement between the Parties and supersedes 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. 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 CALIFORNIA, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD DIRECT THE APPLICATION OF ANOTHER JURISDICTION’S LAW.
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.
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 and attachments 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 Resolution No. 2026-006
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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 Relationship of Parties. 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. 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.
Section 18.10 Immunity. Each Party represents and covenants to and agrees with the other Party that it is not entitled to claim immunity on the grounds of sovereignty or other similar grounds with respect to itself from (i) suit or (ii) jurisdiction of any court because of its status as a political subdivision of the State of California; provided that the foregoing relates only to contractual claims and not to any claim based in tort.
Section 18.11 Rates and Indices. If the source of any publication used to determine the index or other price used in the Contract Price should cease to publish the relevant prices or should cease to be published entirely, an alternative index or other price will be used based on the determinations made by Issuer and Prepay LLC under Section 18.11 of the Master Power Supply Agreement. Issuer shall provide Purchaser the opportunity to provide its recommendations and other input to Issuer for Issuer’s use in the process for selecting such alternative index or other price under Section 18.11 of the Master Power Supply Agreement.
Section 18.12 Limitation of Liability. During the Delivery Period, the obligations of Issuer under this Agreement are special and limited obligations payable solely from the revenues, income and funds of its Clean Energy Project II that are pledged pursuant to the Bond Indenture.
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.
Section 18.14 Third Party Beneficiaries; Rights of Trustee. Purchaser acknowledges and agrees that (a) Issuer will pledge and assign its rights, title and interest in and to this Agreement and the amounts payable by Purchaser under this Agreement to secure Issuer’s obligations under the Bond Indenture; (b) the Trustee shall be a third-party beneficiary of this Agreement with the right to enforce Issuer’s rights and Purchaser’s obligations under this Agreement; (c) J. Aron shall be a third-party beneficiary of this Agreement with the right to enforce the provisions of Article VI; (d) the Trustee or any receiver appointed under the Bond Indenture shall have the right to perform all obligations of Issuer under this Agreement; and (e) in the event of any Purchaser Default under Section 17.2(a), (i) Prepay LLC may, to the extent provided for in, and in accordance with, the Receivables Purchase Exhibit to the Master Power Supply Agreement, take assignment from Issuer of receivables owed by Purchaser to Issuer under this Agreement, and Prepay LLC or any third party transferee who purchases and takes assignment of such receivables from Prepay LLC shall thereafter have all rights of collection with respect to such receivables (provided that, if at any time an insurance provider agrees to insure Purchaser’s payment obligations hereunder, then such insurance provider shall have the same rights under this Section 18.14 as Prepay LLC), and Resolution No. 2026-006
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(ii) if such receivables are not so assigned, the Swap Counterparty (as defined in the Master Power Supply Agreement) shall have the right to pursue collection of such receivables to the extent any non-payment by Issuer to any Swap Counterparty was caused by Purchaser’s payment default.
Pursuant to the terms of the Bond Indenture, Issuer has irrevocably appointed the Trustee as its agent to issue notices and, as directed under the Bond Indenture, to take any other actions that Issuer is required or permitted to take under this Agreement. Purchaser may rely on notices or other actions taken by Issuer or the Trustee, and Purchaser has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Issuer.
Section 18.15 Waiver of Defenses. Each Party waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to it with regard to its obligations pursuant to the terms of this Agreement.
Section 18.16 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 18.16(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 18.16(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 18.16(b) shall not apply, provided that, consistent with Section
18.16(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
18.16(a).
Resolution No. 2026-006
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Item 11 Page 120 of 232
-43-
IN WITNESS WHEREOF, the Parties have caused this 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]
Resolution No. 2026-006
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Item 11 Page 121 of 232
Signature Page to the Clean Energy Purchase Contract
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:____________________________________
Name:______________________________
Title:_______________________________
Resolution No. 2026-006
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Item 11 Page 122 of 232
Signature Page to the Clean Energy Purchase Contract
[____]
By:
Name:______________________________
Title:_______________________________
Resolution No. 2026-006
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Item 11 Page 123 of 232
A-1
EXHIBIT A-1
BASE QUANTITIES; BASE DELIVERY POINTS; COMMODITY REFERENCE PRICES [To be attached.]
[Primary Delivery Point: [____]]
Delivery Hours: [____]
Commodity Reference Prices: [____]
FLOW DATE BASE
UNADJUSTED
QUANTITIES
(MWH/DELIVERY
HOUR)
BASE QUANTITY
REDUCTION
MWH/DELIVERY
HOUR
BASE QUANTITY
MWH/DELIVERY
HOUR
[EXPLANATION: Exhibit A-1 lists the quantities of MWh of Base Energy, which we expect to be zero at all times pursuant to the Base Quantity Reductions resulting from PPA assignments.] Resolution No. 2026-006
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Item 11 Page 124 of 232
A-2
EXHIBIT A-2
ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]
PPA: [PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
Purchaser
Percentage of
PPA Output:
[____]% [____]% [____]% [____]% [____]% [____]% [____]% Assigned
Delivery
Point:
[____] [____] [____] [____] [____] [____] [____]
APC Contract
Price
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
Assignment
Period
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
Commodity
Month
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
[____], 2026 [____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
…
[EXPLANATION: Exhibit A-2 lists the Assigned PPA volumes for redelivery to Purchaser under this Agreement.] Resolution No. 2026-006
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Item 11 Page 125 of 232
B-1
EXHIBIT B
NOTICES
IF TO ISSUER: Southern California Public Power Authority Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]
IF TO PURCHASER: [____]
[____]
[____]
[____]
Resolution No. 2026-006
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Item 11 Page 126 of 232
C-1
EXHIBIT C
REMARKETING ELECTION NOTICE
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Aron Energy Prepay 51 LLC
c/o J. Aron & Company LLC
200 West Street
New York, NY 10282
[Trustee]
[_____]
[_____]
[_____]
To the Addressees:
The undersigned, duly authorized representative of [____] (the “Purchaser”), is providing this notice (the “Remarketing Election Notice”) pursuant to the Clean Energy Purchase Contract, dated as of [_____], 2026 (the “Clean Energy Purchase Contract”), between Southern California Public Power Authority and Purchaser. Capitalized terms used herein shall have the meanings set forth in the Clean Energy Purchase Contract.
Pursuant to Section 3.4(b) of the Clean Energy Purchase Contract, the Purchaser has elected to have its Base Quantity, for each Hour of the Reset Period commencing __________ and extending to and including ______________, remarketed beginning as of the commencement of such Reset Period. The resumption of deliveries of Base Quantities in any future Reset Period shall be in accordance with Section 3.4(b) of the Clean Energy Purchase Contract.
Given this [___] day of [_________], 20[__].
[____]
By: __________________________
Name: ________________________
Title: _________________________
Resolution No. 2026-006
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D-1
EXHIBIT D
FORM OF FEDERAL TAX CERTIFICATE
This Federal Tax Certificate is executed in connection with the Clean Energy Purchase Contract dated as of [______], 2026 (the “Clean Energy Purchase Contract”), by and between the Southern California Public Power Authority (“Issuer”) and [____] (“Power Purchaser”).
Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Clean Energy Purchase Contract, in the Tax Certificate and Agreement, or in the Bond Indenture.
WHEREAS Power Purchaser acknowledges that Issuer is issuing the Bonds to fund the prepayment price under the Master Power Supply Agreement; and WHEREAS the Bonds are intended to qualify for tax exemption under Section 103 of the Internal Revenue Code of 1986, as amended; and
WHEREAS Power Purchaser’s use of Energy acquired pursuant to the Clean Energy Purchase Contract and certain funds and accounts of Power Purchaser will affect the Bonds’ qualification for such tax exemption.
NOW, THEREFORE, POWER PURCHASER HEREBY CERTIFIES AS FOLLOWS:
1. Power Purchaser is a municipal corporation organized and existing under the Laws of the State of California.
2. Power Purchaser will resell all of the Energy acquired pursuant to the Clean Energy Purchase Contract to its retail Energy customers within its service area, with retail sales in all cases being made pursuant to regularly established and generally applicable tariffs or under authorized requirements contracts. For purposes of the foregoing sentence, the term “service area” means (x) the area throughout which Power Purchaser, Power Purchaser’s municipal wholesale customers, or a joint action agency’s municipal customers, provided power transmission or distribution service at all times during the 5-year period ending on [______], and from then until the date of issuance of the Bonds (the “Closing Date”), and (y) any area recognized as the service area of Power Purchaser under state or federal law.
3. The annual average amount during the testing period of Energy purchased (other than for resale) by customers of Power Purchaser who are located within the service area of Power Purchaser is [________] MWh. The maximum annual amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract is [_______] MWh. The annual average amount of Energy which Power Purchaser otherwise has a right to acquire as of the Closing Date (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) is [________] MWh. The sum of (a) the maximum amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract, and (b) the amount of Energy that Power Resolution No. 2026-006
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Item 11 Page 128 of 232
D-2
Purchaser otherwise has a right to acquire (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) in the year described in the foregoing clause (a), is [________] MWh. Accordingly, the amount of Energy to be acquired under the Clean Energy Purchase Contract by Power Purchaser, supplemented by the amount of Energy otherwise available to Power Purchaser as of the Closing Date, during any year does not exceed the sum of (i) [___]% of the annual average amount during the testing period of Energy purchased (other than for resale) by customers of Power Purchaser who are located within the service area of Power Purchaser; and (ii) the amount of Energy to be used to transport the Energy purchased pursuant to the Master Power Supply Agreement to Power Purchaser during such year. For purposes of this paragraph 3, the term "testing period" means the 5 calendar years ending [______], and the term "service area" means (x) the area throughout which Power Purchaser provided power transmission or distribution service at all times during the testing period, (y) any area within a county contiguous to the area described in (x) in which retail customers of Power Purchaser are located if such area is not also served by another utility providing power services, and (z) any area recognized as the service area of Power Purchaser under state or federal law.
4. Power Purchaser expects to pay for Energy acquired pursuant to the Clean Energy Purchase Contract solely from funds derived from its power distribution operations. Power Purchaser expects to use its current net revenues to pay for current Energy acquisitions. There are no funds or accounts of Power Purchaser or any person who is a related Person to Power Purchaser in which monies are invested and which are reasonably expected to be used to pay for Energy acquired more than one year after it is acquired. No portion of the proceeds of the Bonds will be used directly or indirectly to replace funds of Power Purchaser or any persons who are related Persons to Power Purchaser that are or were intended to be used for the purpose for which the Bonds were issued. _______________, 2026
[____]
By: __________________________
Name: ________________________
Title: _________________________
Resolution No. 2026-006