Common use of Assignment Early Termination Clause in Contracts

Assignment Early Termination. The Assignment Period may be terminated early upon the occurrence of any of the following: delivery of a written notice of termination specifying a termination date by either Financing Party or PPA Buyer to each of the other Parties; delivery of a written notice of termination specifying a termination date by PPA Seller to each of Financing Party and PPA Buyer following Financing Party’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 Financing Party within five (5) business days following receipt by Financing Party and PPA Buyer of written notice; delivery of a written notice by PPA Seller if any of the events described in the definition of Bankrupt in the PPA occurs with respect to Financing Party; delivery of a written notice by Financing Party if any of the events described in the definition of Bankrupt in the PPA occurs with respect to PPA Seller; or failure of the Guaranty provided by the Guarantor to PPA Seller hereunder to be in full force and effect (other than in accordance with its terms) prior to the indefeasible satisfaction of all obligations of Financing Party hereunder or if the Guarantor provides notice of termination of the Guaranty or otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of the Guaranty. 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 (a)(1) or (a)(2) above. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration or early termination of the Assignment Period, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered or made available to Financing Party 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. The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to Financing Party 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.

Assignment Early Termination. The Assignment Period may be terminated early upon the occurrence of any of the following: delivery of a written notice of termination specifying a termination date by either Financing Party Limited Assignee or PPA Buyer to each of the other PartiesParties hereto; delivery of a written notice of termination specifying a termination date by PPA Seller to each of Financing Party Limited Assignee and PPA Buyer following Financing PartyLimited Assignee’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 Financing Party within five failure continues for one (51) business days Business Day (as defined in the PPA) following receipt by Financing Party and PPA Buyer Limited Assignee of written noticenotice thereof; delivery of a written notice by PPA Seller if any of the events described in the definition Section 11.1(a)(iv) of Bankrupt in the PPA occurs with respect to Financing PartyLimited Assignee (or any entity providing a parent guaranty on behalf of Limited Assignee); or delivery of a written notice by Financing Party Limited Assignee if any of the events described in the definition Section 11.1(a)(iv) of Bankrupt in the PPA occurs with respect to PPA Seller; or failure of the Guaranty provided by the Guarantor to PPA Seller hereunder to be in full force and effect (other than in accordance with its terms) prior to the indefeasible satisfaction of all obligations of Financing Party hereunder or if the Guarantor provides notice of termination of the Guaranty or otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of the Guaranty. The Assignment Period will end at the end as of last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a)notice, 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 clauses (a)(1) or (a)(2) above. All Assigned Rights and Obligations shall revert from Financing Party Limited Assignee to PPA Buyer upon the expiration of or early termination of the Assignment Period, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered or made available to Financing Party 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. The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) Financing Party Limited Assignee shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to Financing Party Limited Assignee 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.

Assignment Early Termination. The Assignment Period may be terminated early upon the occurrence Each of any of the following: delivery of ▇. ▇▇▇▇ and CCCE agrees that it shall only exercise its right to deliver a written notice of termination specifying of an Assignment Period under an Assignment Agreement consistent with the following: (a) ▇▇▇▇▇▇ ▇. Aron or CCCE may deliver a termination date by either Financing Party or PPA Buyer to each of the other Parties; delivery of a written notice of termination specifying a in the event of (i) the suspension, expiration, or termination date by PPA Seller to each of Financing Party and PPA Buyer following Financing Party’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 Financing Party within five (5) business days following receipt by Financing Party and PPA Buyer of written notice; delivery performance of a written notice PPA by PPA Seller if any of either CCCE or the events described in the definition of Bankrupt in the PPA occurs with respect to Financing Party; delivery of a written notice by Financing Party if any of the events described in the definition of Bankrupt in the PPA occurs with respect to applicable PPA Seller; or failure (ii) the termination or suspension of deliveries for any reason other than force majeure under (A) that certain Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”), dated as of [ ], 2023 by and between CCCE and California Community Choice Financing Authority (including, for the avoidance of doubt, due to a “Remarketing Election” by CCCE under Section 3.5 of the Guaranty provided Clean Energy Purchase Contract) or (B) that certain Electricity Purchase, Sale and Service Agreement, dated as of [ ], 2023 by and between ▇. ▇▇▇▇ and ▇▇▇▇ Energy Prepay 22 LLC (the Guarantor to PPA Seller hereunder to be in full force “Electricity Sale and effect Service Agreement”); (other than in accordance with its termsb) prior to the indefeasible satisfaction of all obligations of Financing Party hereunder or if the Guarantor provides CCCE shall deliver a notice of termination contemporaneous with any assignment by CCCE of the Guaranty or otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of the Guaranty. The Assignment Period will end at the end of last delivery hour on the date specified its interest in the Clean Energy Purchase Contract, provided that ▇. ▇▇▇▇ in any event shall be entitled to deliver a notice of termination to the extent CCCE fails to do so in connection with the assignment of CCCE’s interest under the Clean Energy Purchase Contract; (c) ▇. ▇▇▇▇ may deliver a notice provided pursuant to Section 2(a), which date shall not be earlier of termination if (i) PPA Seller delivers less than the end Assigned Prepay Quantity for any four months in the aggregate during a twelve month period, (ii) any event or circumstance occurs that would give either CCCE or a PPA Seller the right to terminate or suspend performance under a PPA (regardless of whether CCCE or the last day of the calendar month in which applicable PPA Seller exercises such notice is delivered if termination is pursuant to clause (a)(1right) or (a)(2iii) aboveCCCE requests remarketing of the Assigned Quantities under an Assigned PPA pursuant to the terms of [Section 7.3(c)] of the Clean Energy Purchase Contract; (d) either ▇. All ▇▇▇▇ or CCCE may deliver a notice of termination to the extent that the Parties have mutually agreed upon an assignment of Replacement Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon (as defined in the expiration or early termination of Clean Energy Purchase Contract) that will replace the Assignment Period, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered or made available to Financing Party 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. The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party under the applicable Assignment Agreement immediately following the termination thereof; and (e) either ▇. ▇▇▇▇ or CCCE may deliver a notice of termination under the applicable Assignment Agreement to PPA Buyer upon the expiration of or early termination of the PPA, provided that extent that: (i) Financing Party shall remain responsible for any of the Delivered Product Payment Obligation representations and warranties set forth in Sections 5.4 of the Electricity Sale and Service Agreement and the Clean Energy Purchase Contract, respectively, ceases to be true with respect to an Assigned PPA; (ii) the Assigned Energy being delivered pursuant to an Assignment Agreement ceases to be EPS Compliant Energy; or (iii) any Assigned Product that constituted PCC1 Product or Long-Term PCC1 Product while being delivered directly to Financing Party prior CCCE under an Assigned PPA ceases to qualify as PCC1 Product or Long-Term PCC1 Product when being redelivered through the Electricity Sale and Service Agreement, Master Power Supply Agreement and Clean Energy Purchase Contract. For the avoidance of doubt, each of the Parties agrees that it shall not terminate an Assignment Agreement pursuant to the end at will termination provision thereof except in the circumstances set forth immediately above. The at will termination provision referenced in the immediately preceding sentence (x) is set forth in [Section 2(a)(1)] of the form of Assignment Period, Agreement attached to the Clean Energy Purchase Contract and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwisey) shall not affect refer to any such provision forth in an Assignment Agreement entered into by the expiration or early termination Parties consistent with the terms of the Assignment PeriodClean Energy Purchase Contract and the Electricity Sale and Service Agreement.

Assignment Early Termination. The Assignment Period may be terminated early upon the occurrence of any Each of the following: delivery of Parties agrees that it shall only exercise its right to deliver a written notice of termination specifying of an Assignment Period under an Assignment Agreement consistent with the following: (a) Either Party may deliver a termination date by either Financing Party or PPA Buyer to each of the other Parties; delivery of a written notice of termination specifying a in the event of (i) the suspension, expiration, or termination date by PPA Seller to each of Financing Party and PPA Buyer following Financing Party’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 Financing Party within five (5) business days following receipt by Financing Party and PPA Buyer of written notice; delivery performance of a written notice PPA by PPA Seller if any of either MCE or the events described in the definition of Bankrupt in the PPA occurs with respect to Financing Party; delivery of a written notice by Financing Party if any of the events described in the definition of Bankrupt in the PPA occurs with respect to applicable PPA Seller; or failure (ii) the termination or suspension of the Guaranty provided by the Guarantor to PPA Seller hereunder to be in full force and effect (deliveries for any reason other than in accordance with its termsforce majeure under (A) prior that certain Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”), dated as of [ ], 2023 by and between MCE and California Community Choice Financing Authority (including, for the avoidance of doubt, due to a “Remarketing Election” by MCE under the indefeasible satisfaction Clean Energy Purchase Contract) or (B) that certain Electricity Purchase, Sale and Service Agreement, dated as of all obligations of Financing Party hereunder or if [ ], 2023 by and between ▇. ▇▇▇▇ and ▇▇▇▇ Energy Prepay [ ] LLC (the Guarantor provides “Electricity Sale and Service Agreement”); (b) MCE shall deliver a notice of termination contemporaneous with any assignment by MCE of the Guaranty or otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of the Guaranty. The Assignment Period will end at the end of last delivery hour on the date specified its interest in the Clean Energy Purchase Contract, provided that ▇. ▇▇▇▇ in any event shall be entitled to deliver a notice of termination to the extent MCE fails to do so in connection with the assignment of MCE’s interest under the Clean Energy Purchase Contract; (c) ▇. ▇▇▇▇ may deliver a notice provided pursuant to Section 2(a), which date shall not be earlier of termination if (i) PPA Seller delivers less than the end Assigned Prepay Quantity for any five months in the aggregate during a twelve month period, (ii) any event or circumstance occurs that would give either MCE or a PPA Seller the right to terminate or suspend performance under a PPA (regardless of whether MCE or the last day of the calendar month in which applicable PPA Seller exercises such notice is delivered if termination is pursuant to clause (a)(1right) or (a)(2iii) above. All MCE requests remarketing of the Assigned Quantities under an Assigned PPA pursuant to the terms Section 7.3(c) of the Clean Energy Purchase Contract; (d) either Party may deliver a notice of termination to the extent that the Parties have mutually agreed upon an assignment of Replacement Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon (as defined in the expiration or early termination of Clean Energy Purchase Contract) that will replace the Assignment Period, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered or made available to Financing Party 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. The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing under the applicable Assignment Agreement immediately following the termination thereof; and (e) either Party may deliver a notice of termination under the applicable Assignment Agreement to PPA Buyer upon the expiration of or early termination of the PPA, provided that extent that: (i) Financing Party shall remain responsible for any of the Delivered Product Payment Obligation representations and warranties set forth in Sections 5.4 of the Electricity Sale and Service Agreement and the Clean Energy Purchase Contract, respectively, ceases to be true with respect to an Assigned PPA; (ii) the Assigned Energy being delivered pursuant to an Assignment Agreement ceases to be EPS Compliant Energy; or (iii) any Assigned Product that constituted PCC1 Product or Long-Term PCC1 Product while being delivered directly to Financing Party prior MCE under an Assigned PPA ceases to qualify as PCC1 Product or Long-Term PCC1 Product when being redelivered through the Electricity Sale and Service Agreement, Master Power Supply Agreement and Clean Energy Purchase Contract. For the avoidance of doubt, each of the Parties agrees that it shall not terminate an Assignment Agreement pursuant to the end at will termination provision thereof except in the circumstances set forth immediately above. The at will termination provision referenced in the immediately preceding sentence (x) is set forth in Section 2(a)(1) of the form of Assignment Period, and Agreement attached to the Clean Energy Purchase Contract (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwisey) shall not affect refer to any such provision forth in an Assignment Agreement entered into by the expiration or early termination Parties consistent with the terms of the Assignment PeriodClean Energy Purchase Contract and the Electricity Sale and Service Agreement.

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 Financing Party or PPA Buyer to each of the other Parties; Parties hereto; (2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of Financing Party and PPA Buyer following Financing Party’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 Financing Party within five failure continues for one (51) business days Business Day following receipt by Financing Party and PPA Buyer of written notice; notice thereof; (3) delivery of a written notice by PPA Seller if any of the events described in the definition [NOTE: Insert reference to bankruptcy event of Bankrupt default in the PPA PPA.] occurs with respect to Financing Party; or (4) delivery of a written notice by Financing Party if any of the events described in the definition [NOTE: Insert reference to bankruptcy event of Bankrupt default in the PPA PPA.] occurs with respect to PPA Seller; or failure of the Guaranty provided by the Guarantor to PPA Seller hereunder to be in full force and effect . (other than in accordance with its termsb) prior to the indefeasible satisfaction of all obligations of Financing Party hereunder or if the Guarantor provides notice of termination of the Guaranty or otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of the Guaranty. The Assignment Period will end at the end as of last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a)notice, 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 clauses (a)(1) or (a)(2) above. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration or early termination of the Assignment Period, provided that . (ic) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered or made available to Financing Party 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. The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration of or early termination of the PPAAssignment Period; provided, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to Financing Party 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.

Assignment Early Termination. (a) The Assignment Period may be terminated shall terminate early upon the occurrence of any of the following: : (1) delivery of a written notice Notice of termination specifying a termination date by either Financing Party Anaheim or PPA Buyer SCPPA to each of the other Parties; Parties hereto; (2) delivery of a written notice Notice of termination specifying a termination date by PPA Seller to each of Financing Party Anaheim, SCPPA, and PPA Buyer ▇. ▇▇▇▇ following Financing Party’s any failure to pay when due any amounts owed to PPA Seller in respect of any pursuant to the Delivered Product Payment Obligation Obligation, and such payment is not made by Financing Party within failure continues for five (5) business days Business Days (as defined in the PPA) following receipt by Financing Party and PPA Buyer such Parties of written notice; Notice thereof; (3) delivery of a written notice Notice by PPA Seller or Anaheim to each of the other Parties to this Agreement and ▇. ▇▇▇▇ if any of the events described in the definition Section 6.01(a)(iv) (bankruptcy) of Bankrupt in the PPA occurs with respect to Financing PartySCPPA or ▇. ▇▇▇▇ as though SCPPA or ▇. ▇▇▇▇ were a party to the PPA; or (4) delivery of a written notice Notice by Financing Party SCPPA or Anaheim to each of the other Parties to this Agreement and ▇. ▇▇▇▇ if any of the events described in the definition Section 6.01(a)(iv) (bankruptcy) of Bankrupt in the PPA occurs with respect to PPA Seller; or failure of the Guaranty provided by the Guarantor to PPA Seller hereunder to be in full force and effect . (other than in accordance with its termsb) prior to the indefeasible satisfaction of all obligations of Financing Party hereunder or if the Guarantor provides notice of termination of the Guaranty or otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of the Guaranty. The Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice 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 Notice is delivered if termination is pursuant to clause (a)(12.(a)(1) or (a)(22.(a)(2) above. All Assigned Rights and Obligations shall immediately revert from Financing Party to PPA Buyer Anaheim, without further action by the Parties, upon the expiration or early termination of the Assignment Period, provided that (i) Financing Party SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered or made available to Financing Party 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. The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product Products delivered to Financing Party SCPPA or its assign 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 Anaheim, 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.

Assignment Early Termination. (a) The Assignment Period may be terminated shall terminate early upon the occurrence of any of the following: : (1) delivery of a written notice Notice of termination specifying a termination date by either Financing Party ▇. ▇▇▇▇ or PPA Buyer SCPPA to each of the other Parties; Parties hereto; (2) delivery of a written notice Notice of termination specifying a termination date by PPA Seller to each of Financing Party ▇. ▇▇▇▇ and PPA Buyer SCPPA following Financing Party’s any failure to pay when due any amounts owed to PPA Seller in respect of any pursuant to the Delivered Product Payment Obligation Obligation, and such payment is not made by Financing Party within failure continues for five (5) business days Business Days (as defined in the PPA) following receipt by Financing Party and PPA Buyer such Parties of written notice; Notice thereof; (3) delivery of a written notice Notice by PPA Seller or SCPPA to each of the other Parties to this Agreement if any of the events described in the definition Section [ ] (bankruptcy) of Bankrupt in the PPA occurs with respect to Financing PartySCPPA or ▇. ▇▇▇▇ as though SCPPA or ▇. ▇▇▇▇ were a party to the PPA; or (4) delivery of a written notice Notice by Financing Party ▇. ▇▇▇▇ or SCPPA to each of the other Parties to this Agreement if any of the events described in the definition Section [ ](bankruptcy) of Bankrupt in the PPA occurs with respect to PPA Seller; or failure of the Guaranty provided by the Guarantor to PPA Seller hereunder to be in full force and effect . (other than in accordance with its termsb) prior to the indefeasible satisfaction of all obligations of Financing Party hereunder or if the Guarantor provides notice of termination of the Guaranty or otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of the Guaranty. The Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice 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 Notice is delivered if termination is pursuant to clause (a)(12.(a)(1) or (a)(22.(a)(2) above. All Assigned Rights and Obligations shall immediately revert from Financing Party to PPA Buyer Anaheim, without further action by the Parties, upon the expiration or early termination of the Assignment Period, provided that (i) Financing Party ▇. ▇▇▇▇ shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered or made available to Financing Party 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. The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product Products delivered to Financing Party ▇. ▇▇▇▇ 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 Anaheim Assignment Agreement, and, in each case, all Assigned Rights and Obligations shall immediately revert to Anaheim, without further action by the Parties, upon the early termination of the PPA or the SCPPA Assignment Agreement, as applicable, provided that (i) ▇. ▇▇▇▇ 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.

Assignment Early Termination. The Assignment Period may be terminated early upon the occurrence of any Each of the following: delivery of Parties agrees that it shall only exercise its right to deliver a written notice of termination specifying of an Assignment Period under an Assignment Agreement consistent with the following: (a) Any Party may deliver a termination date by either Financing Party or PPA Buyer to each of the other Parties; delivery of a written notice of termination specifying a under an Assignment Agreement in the event of (i) the suspension of performance under or expiration or termination date by PPA Seller to each of Financing Party and PPA Buyer following Financing Party’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 Financing Party within five (5) business days following receipt by Financing Party and PPA Buyer of written notice; delivery of a written notice by PPA Seller if any of the events described in relevant PPA by either Anaheim or the definition of Bankrupt in the PPA occurs with respect to Financing Party; delivery of a written notice by Financing Party if any of the events described in the definition of Bankrupt in the PPA occurs with respect to applicable PPA Seller; (ii) the termination or failure suspension of deliveries for any reason other than force majeure under (A) that certain Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”), dated as of [ ], 2024 by and between SCPPA and Anaheim (including, for the avoidance of doubt, due to a “Remarketing Election” by Anaheim under the Clean Energy Purchase Contract), (B) that certain Electricity Purchase, Sale and Service Agreement, dated as of [ ], 2024 by and between ▇. ▇▇▇▇ and ▇▇▇▇ Energy Prepay 23 LLC (the “Electricity Sale and Service Agreement”) or (C) that certain Master Power Supply Agreement, dated as of [ ], 2024, by and between SCPPA and ▇▇▇▇ Energy Prepay 23 LLC; (iii) the California Renewable Portfolio Standard Portfolio Content Category designation of the Guaranty provided renewable energy assigned under the Assignment Agreements is altered, reclassified, or invalidated as a direct or indirect result of the transaction contemplated by the Guarantor Assignment Agreements or the Clean Energy Purchase Contract; or (iv) in the event that the relevant Assignment Agreement is subject to PPA Seller hereunder to be in full force and effect (other than in accordance with its terms) prior termination due to the indefeasible satisfaction bankruptcy or insolvency of all obligations the PPA Seller, however defined therein; (b) SCPPA shall deliver a notice of Financing termination contemporaneous with any assignment by SCPPA of its interest in the Clean Energy Purchase Contract, provided that Anaheim in any event shall be entitled to deliver a notice of termination to the extent SCPPA fails to do so in connection with the assignment of SCPPA’s interest under the Clean Energy Purchase Contract; and (c) Either Party hereunder or if the Guarantor provides may deliver a notice of termination of an Assignment Agreement to the Guaranty or otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges extent that the validity Parties have mutually agreed upon an assignment of the Guaranty. 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 (a)(1) or (a)(2) above. All Replacement Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon (as defined in the expiration or early termination of Clean Energy Purchase Contract) that will replace the Assignment Period, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered or made available to Financing Party 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. The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon under such Assignment Agreement immediately following the expiration termination thereof; provided that such notice is conditioned on the execution and delivery of or early termination such Assignment Agreement. For the avoidance of doubt, each of the PPA, provided Parties agrees that it shall not terminate an Assignment Agreement pursuant to the at will termination provision thereof except in the circumstances set forth immediately above. The at will termination provision referenced in the immediately preceding sentence (ix) Financing Party is set forth in [Section 2(a)(1) of the form of Purchaser Assignment Agreement attached to the Clean Energy Purchase Contract] and (y) shall remain responsible for the Delivered Product Payment Obligation with respect refer to any Assigned Product delivered to Financing Party prior to such provision set forth in an Assignment Agreement entered into by the end Parties consistent with the terms of the Assignment Period, Clean Energy Purchase Contract 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 PeriodElectricity Sale and Service Agreement.

Assignment Early Termination. (a) The Assignment Period may be terminated shall terminate early upon the occurrence of any of the following: : (1) delivery of a written notice of termination specifying a termination date by either Financing Party Anaheim or PPA Buyer SCPPA to each of the other Parties; Parties hereto; (2) delivery of a written notice of termination specifying a termination date by PPA Seller Sellers to each of Financing Party Anaheim, SCPPA, and PPA Buyer ▇. ▇▇▇▇ following Financing Party’s any failure to pay when due any amounts owed to PPA Seller in respect of any Sellers pursuant to the Delivered Product Payment Obligation Obligation, and such payment is not made by Financing Party within five failure continues for ten (510) business days Business Days (as defined in the PPA) following receipt by Financing Party and PPA Buyer such Parties of written notice; notice thereof; (3) delivery of a written notice by PPA Seller Sellers or Anaheim to each of the other Parties to this Assignment Agreement and ▇. ▇▇▇▇ if any of the events described in the definition clauses (iv)-(vi) of Bankrupt in Section 18.1 (bankruptcy) of the PPA occurs with respect to Financing PartySCPPA or ▇. ▇▇▇▇ as though SCPPA or ▇. ▇▇▇▇ were a party to the PPA; or (4) delivery of a written notice by Financing Party SCPPA or Anaheim to each of the other Parties to this Assignment Agreement and ▇. ▇▇▇▇ if any of the events described in the definition clauses (iv)-(vi) of Bankrupt in Section 18.1 (bankruptcy) of the PPA occurs with respect to a PPA Seller; or failure of the Guaranty provided by the Guarantor to PPA Seller hereunder to be in full force and effect . (other than in accordance with its termsb) prior to the indefeasible satisfaction of all obligations of Financing Party hereunder or if the Guarantor provides notice of termination of the Guaranty or otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of the Guaranty. 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 (a)(12(a)(1) or (a)(22(a)(2) above. All Assigned Rights and Obligations shall immediately revert from Financing Party to PPA Buyer Anaheim, without further action by the Parties, upon the expiration or early termination of the Assignment Period, provided that (i) Financing Party SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product Products delivered to or made available to Financing Party 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. The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to Financing Party account of SCPPA or its assign 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 Anaheim, 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 to or for the account of SCPPA or its assign 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.