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HomeMy WebLinkAboutRES 081225-2.A - ISDA Agreement with Pacific Summit EnergyRESOLUTION NO. Oa 225 -2--A A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE THE ISDA 2002 MASTER AGREEMENT WITH PACIFIC SUMMIT ENERGY LLC; REPEALING CONFLICTING RESOLUTIONS; INCLUDING A SEVERABILITY CLAUSE; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City of Georgetown ("City") has determined that it is in the best interest of the City to enter into certain agreements to manage energy risk; and WHEREAS, the City desires to enter in the ISDA 2002 Master Agreement ("Master Agreement") with Pacific Summit Energy, LLC for future energy and capacity needs of the City in furtherance of the City's energy management arrangements through its electric department. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN TEXAS: SECTION 1. The facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. SECTION 2. The Mayor is hereby authorized to execute the Master Agreement and any and all other documents and instruments necessary or appropriate to carry out the terms of the Master Agreement, and to do all other acts as in the opinion of authorized individuals may be necessary or appropriate in order to carry out the purposes and intent of this Resolution. SECTION 3. The Mayor is authorized to sign this Resolution and the City Secretary to attest. SECTION 4. This Resolution shall become effective and be in full force and effect upon execution by the Mayor. Resolution No. Page 1 of 2 Subject: Authorizing xecution of 2002 ISDA with Pacific Summit Energy LLC Date Approved 07S 1 lZJ M5 PASSED AND APPROVED on the 111111— day of ATTEST: CITY dh,hroe'�d/', OGETO By: obyn De -more, City Secretary Jo Mayor APPROVED AS TO FORM: Skye asso City Attorney TEXAS 5. Resolution No. t Page 2 of 2 Subject: Authorizing Execution of 2002 ISDA with Pacific Summit Energy LLC Date ApprovedAll l'j.l Docusign Envelope ID: AD490816-95D7-4D81-9453-OB4lE18B8734 ISDAR) International Swaps and Derivatives Association, Inc. 2002 MASTER AGREEMENT dated as of.., July. 15, 20.25 ................................ City of Georgetown, TEXAS Pacific Summit Energy LLC ........................................................................... and..................................................................................... have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this 2002 Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this "Master Agreement". Accordingly, the parties agree as follows:- 1. Interpretation (a) Definitions. The terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified for the purpose of this Master Agreement. (b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement, such Confirmation will prevail for the purpose of the relevant Transaction. (c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions. 2. Obligations (a) General Conditions. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. Copyright © 2002 by International Swaps and Derivatives Association, Inc. Docusign Envelope ID: AD490816-95D74D81-9453-01341El8138734 (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other condition specified in this Agreement to be a condition precedent for the purpose of this Section 2(a)(iii). (b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the Scheduled Settlement Date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. (c) Netting of Payments. If on any date amounts would otherwise be payable:— (i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each parry's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. The parties may elect in respect of two or more Transactions that a net amount and payment obligation will be determined in respect of all amounts payable on the same date in the same currency in respect of those Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or any Confirmation by specifying that "Multiple Transaction Payment Netting" applies to the Transactions identified as being subject to the election (in which case clause (ii) above will not apply to such Transactions). If Multiple Transaction Payment Netting is applicable to Transactions, it will apply to those Transactions with effect from the starting date specified in the Schedule or such Confirmation, or, if a starting date is not specified in the Schedule or such Confirmation, the starting date otherwise agreed by the parties in writing. This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. (d) Deduction or Withholding for Tax. (i) Gross -Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will— (1) promptly notify the other party ("Y") of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for: — (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (1) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. (ii) Liability. If:— (1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); (2) X does not so deduct or withhold; and (3) a liability resulting from such Tax is assessed directly against X, then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)). 3. Representations Each party makes the representations contained in Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in the Schedule as applying, 3(g) to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement). If any "Additional Representation" is specified in the Schedule or any Confirmation as applying, the party or parties specified for such Additional Representation will make and, if applicable, be deemed to repeat such Additional Representation at the time or times specified for such Additional Representation. (a) Basic Representations. (i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing; (ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorize such execution, delivery and performance; ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-01341El8BB734 (iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. (c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it, any of its Credit Support Providers or any of its applicable Specified Entities any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. (d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. (e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. (f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. (g) No Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity. 4. Agreements Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party: — (a) Furnish Specified Information. It will deliver to the other party or, in certain cases under clause (iii) below, to such government or taxing authority as the other party reasonably directs:— (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; (ii) any other documents specified in the Schedule or any Confirmation; and ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. (b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. (c) Comply With Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. (d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. (e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled; or considered to have its seat, or where an Office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction"), and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 5. Events of Default and Termination Events (a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes (subject to Sections 5(c) and 6(e)(iv)) an event of default (an "Event of Default") with respect to such party:— (i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) required to be made by it if such failure is not remedied on or before the first Local Business Day in the case of any such payment or the first Local Delivery Day in the case of any such delivery after, in each case, notice of such failure is given to the party; (ii) Breach of Agreement; Repudiation of Agreement. (1) Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied within 30 days after notice of such failure is given to the party; or (2) the party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, this Master Agreement, any Confirmation executed and delivered by that party or any ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 Transaction evidenced by such a Confirmation (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); (iii) Credit Support Default. (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document, or any security interest granted by such party or such Credit Support Provider to the other party pursuant to any such Credit Support Document, to be in full force and effect for the purpose of this Agreement (in each case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); (iv) Misrepresentation. A representation (other than a representation under Section 3(e) or 3(f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (v) Default Under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:— (1) defaults (other than by failing to make a delivery) under a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction; (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment due on the last payment or exchange date of, or any payment on early termination of, a Specified Transaction (or, if there is no applicable notice requirement or grace period, such default continues for at least one Local Business Day); (3) defaults in making any delivery due under (including any delivery due on the last delivery or exchange date of) a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, all transactions outstanding under the documentation applicable to that Specified Transaction; or (4) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, a Specified Transaction or any credit support arrangement relating to a Specified Transaction that is, in either case, confirmed or evidenced by a document or other confirming evidence executed and delivered by that party, Credit Support Provider or Specified Entity (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 (vi) Cross -Default If "Cross -Default" is specified in the Schedule as applying to the party, the occurrence or existence of:— (1) a default, event of default or other similar condition or event (however described ) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) where the aggregate principal amount of such agreements or instruments, either alone or together with the amount, if any, referred to in clause (2) below, is not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments; before it would otherwise have been due and payable; or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments under such agreements or instruments on the due date for payment (after giving effect to any applicable notice requirement or grace period) in an aggregate amount, either alone or together with the amount, if any, referred to in clause (1) above, of not less than the applicable Threshold Amount; (vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:— (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) 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; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, 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 by it or such regulator, supervisor or similar official, or (B) 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 such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) 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 (11) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof, (5) has a resolution passed for its winding -up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) 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 its assets; (7) has a secured party take possession of all or substantially all 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 assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) 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 clauses (1) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or ISDA© 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 (viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganization, reincorporation or reconstitution:— (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party; or (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement. (b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes (subject to Section 5(c)) an Illegality if the event is specified in clause (i) below, a Force Majeure Event if the event is specified in clause (ii) below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in clause (iv) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:— (i) Illegality. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, due to an event or circumstance (other than any action taken by a party or, if applicable, any Credit Support Provider of such party) occurring after a Transaction is entered into, it becomes unlawful under any applicable law (including without limitation the laws of any country in which payment, delivery or compliance is required by either party or any Credit Support Provider, as the case may be), on any day, or it would be unlawful if the relevant payment, delivery or compliance were required on that day (in each case, other than as a result of a breach by the party of Section 4(b)):— (1) for the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction to perform any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or (2) for such party or any Credit Support Provider of such party (which will be the Affected Party) to perform any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, to receive a payment or delivery under such Credit Support Document or to comply with any other material provision of such Credit Support Document; (ii) Force Majeure Event. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, by reason of force majeure or act of state occurring after a Transaction is entered into, on any day:— (1) the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction is prevented from performing any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, from receiving a payment or delivery in respect of such Transaction or from complying with any other material provision of this Agreement relating to such Transaction (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El8B8734 impracticable for such Office so to perform, receive or comply (or it would be impossible or impracticable for such Office so to perform, receive or comply if such payment, delivery or compliance were required on that day); or (2) such party or any Credit Support Provider of such party (which will be the Affected Party) is prevented from performing any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, from receiving a payment or delivery under such Credit Support Document or from complying with any other material provision of such Credit Support Document (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply (or it would be impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply if such payment, delivery or compliance were required on that day), so long as the force majeure or act of state is beyond the control of such Office, such party or such Credit Support Provider, as appropriate, and such Office, party or Credit Support Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than immaterial, incidental expenses), overcome such prevention, impossibility or impracticability; (iii) Tax Event. Due to (1) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (2) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Settlement Date (A) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (B) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 9(h)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); (iv) Tax Event Upon Merger. The party (the "Burdened Party") on the next succeeding Scheduled Settlement Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets (or any substantial part of the assets comprising the business conducted by it as of the date of this Master Agreement) to, or reorganizing, reincorporating or reconstituting into or as, another entity (which will be the Affected Party) where such action does not constitute a Merger Without Assumption; (v) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, a Designated Event (as defined below) occurs with respect to such party, any Credit Support Provider of such party or any applicable Specified Entity of such party (in each case, "X") and such Designated Event does not constitute a Merger Without Assumption, and the creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X, after taking into account any applicable Credit Support Document, is materially weaker immediately after the occurrence of such Designated Event than that of X immediately prior to the occurrence of such Designated Event (and, in any such event, such party or its successor, surviving or transferee entity, as appropriate, will be the Affected Party). A "Designated Event" with respect to X means that:— (1) X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets (or any substantial part of the assets comprising the business conducted by X as of the ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 E 18138734 date of this Master Agreement) to, or reorganizes, reincorporates or reconstitutes into or as, another entity; (2) any person, related group of persons or entity acquires directly or indirectly the beneficial ownership of (A) equity securities having the power to elect a majority of the board of directors (or its equivalent) of X or (B) any other ownership interest enabling it to exercise control of X; or (3) X effects any substantial change in its capital structure by means of the issuance, incurrence or guarantee of debt or the issuance of (A) preferred stock or other securities convertible into or exchangeable for debt or preferred stock or (B) in the case of entities other than corporations, any other form of ownership interest; or (vi) Additional Termination Event. If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties will be as specified for such Additional Termination Event in the Schedule or such Confnmation). (c) Hierarchy of Events. (i) An event or circumstance that constitutes or gives rise to an Illegality or a Force Majeure Event will not, for so long as that is the case, also constitute or give rise to an Event of Default under Section 5(a)(i), 5(a)(ii)(1) or 5(a)(iii)(1) insofar as such event or circumstance relates to the failure to make any payment or delivery or a failure to comply with any other material provision of this Agreement or a Credit Support Document, as the case may be. (ii) Except in circumstances contemplated by clause (i) above, if an event or circumstance which would otherwise constitute or give rise to an Illegality or a Force Majeure Event also constitutes an Event of Default or any other Termination Event, it will be treated as an Event of Default or such other Termination Event, as the case may be, and will not constitute or give rise to an Illegality or a Force Majeure Event. (iii) If an event or circumstance which would otherwise constitute or give rise to a Force Majeure Event also constitutes an Illegality, it will be treated as an Illegality, except as described in clause (ii) above, and not a Force Majeure Event. (d) Deferral of Payments and Deliveries During Waiting Period. If an Illegality or a Force Majeure Event has occurred and is continuing with respect to a Transaction, each payment or delivery which would otherwise be required to be made under that Transaction will be deferred to, and will not be due until:— (i) the first Local Business Day or, in the case of a delivery, the first Local Delivery Day (or the first day that would have been a Local Business Day or Local Delivery Day, as appropriate, but for the occurrence of the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event) following the end of any applicable Waiting Period in respect of that Illegality or Force Majeure Event, as the case may be; or (ii) if earlier, the date on which the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event ceases to exist or, if such date is not a Local Business Day or, in the case of a delivery, a Local Delivery Day, the first following day that is a Local Business Day or Local Delivery Day, as appropriate. (e) Inability of Head or Home Office to Perform Obligations of Branch. If (i) an Illegality or a Force Majeure Event occurs under Section 5(b)(i)(1) or 5(b)(ii)(1) and the relevant Office is not the Affected Party's head or home office, (ii) Section 10(a) applies, (iii) the other party seeks performance of the relevant obligation or 10 ISDAO 2002 Docusign Envelope ID: AD490816-95D7-41D81-9453-01341 El8B8734 compliance with the relevant provision by the Affected Party's head or home office and (iv) the Affected Party's head or home office fails so to perform or comply due to the occurrence of an event or circumstance which would, if that head or home office were the Office through which the Affected Party makes and receives payments and deliveries with respect to the relevant Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and such failure would otherwise constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) with respect to such party, then, for so long as the relevant event or circumstance continues to exist with respect to both the Office referred to in Section 5(b)(i)(1) or 5(b)(ii)(1), as the case may be, and the Affected Party's head or home office, such failure will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1). 6. Early Termination; Close -Out Netting (a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non -defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). (b) Right to Terminate Following Termination Event. (i) Notice. If a Termination Event other than a Force Majeure Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction, and will also give the other party such other information about that Termination Event as the other party may reasonably require. If a Force Majeure Event occurs, each party will, promptly upon becoming aware of it, use all reasonable efforts to notify the other party, specifying the nature of that Force Majeure Event, and will also give the other party such other information about that Force Majeure Event as the other party may reasonably require. (ii) Transfer to Avoid Termination Event. If a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. (iii) Two Affected Parties. If a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice of such occurrence is given under Section 6(b)(i)-to avoid that Termination Event. I I ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-0841El8138734 (iv) Right to Terminate. (1) If: — (A) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or (B) a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there are two Affected Parties, or the Non - affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, if the relevant Termination Event is then continuing, by not more than 20 days notice to the other party, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. (2) If at any time an Illegality or a Force Majeure Event has occurred and is then continuing and any applicable Waiting Period has expired: — (A) Subject to clause (B) below, either party may, by not more than 20 days notice to the other party, designate (I) a day not earlier than the day on which such notice becomes effective as an Early Termination Date in respect of all Affected Transactions or (II) by specifying in that notice the Affected Transactions in respect of which it is designating the relevant day as an Early Termination Date, a day not earlier than two Local Business Days following the day on which such notice becomes effective as an Early Tennination Date in respect of less than all Affected Transactions. Upon receipt of a notice designating an Early Termination Date in respect of less than all Affected Transactions, the other party may, by notice to the designating party, if such notice is effective on or before the day so designated, designate that same day as an Early Termination Date in respect of any or all other Affected Transactions. (B) An Affected Party (if the Illegality or Force Majeure Event relates to performance by such party or any Credit Support Provider of such party of an obligation to make any payment or delivery under, or to compliance with any other material provision of, the relevant Credit Support Document) will only have the right to designate an Early Termination Date under Section 6(b)(iv)(2)(A) as a result of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2) following the prior designation by the other party of an Early Termination Date, pursuant to Section 6(b)(iv)(2)(A), in respect of less than all Affected Transactions. (c) Effect of Designation. (i) If notice designating an Early Termination Date is given under Section 6(a) or 6(b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 9(h)(i) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date will be determined pursuant to Sections 6(e) and 9(h)(ii). 12 ISDAO 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 (d) Calculations; Payment Date. W Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying (except where there are two Affected Parties) any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and accuracy of such quotation or market data. (ii) Payment Date. An Early Termination Amount due in respect of any Early Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable (1) on the day on which notice of the amount payable is effective in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default and (2) on the day which is two Local Business Days after the day on which notice of the amount payable is effective (or, if there are two Affected Parties, after the day on which the statement provided pursuant to clause (i) above by the second party to provide such a statement is effective) in the case of an Early Termination Date which is designated as a result of a Termination Event. (e) Payments on Early Termination. If an Early Termination Date occurs, the amount, if any, payable in respect of that Early Termination Date (the "Early Termination Amount") will be determined pursuant to this Section 6(e) and will be subject to Section 6(f). 0) Events of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an amount equal to (1) the sum of (A) the Termination Currency Equivalent of the Close-out Amount or Close-out Amounts (whether positive or negative) determined by the Non - defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the case may be, and (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non -defaulting Party less (2) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If the Early Termination Amount is a positive number, the Defaulting Party will pay it to the Non -defaulting Party; if it is a negative number, the Non -defaulting Party will pay the absolute value of Early Termination Amount to the Defaulting Party. (ii) Termination Events. If the Early Termination Date results from a Termination Event:— (1) One Affected Party. Subject to clause (3) below, if there is one Affected Party, the Early Termination Amount will be determined in accordance with Section 6(e)(i), except that references to the Defaulting Party and to the Non -defaulting Party will be deemed to be references to the Affected Party and to the Non -affected Party, respectively. (2) Two Affected Parties. Subject to clause (3) below, if there are two Affected Parties, each party will determine an amount equal to the Termination Currency Equivalent of the sum of the Close-out Amount or Close-out Amounts (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions, as the case may be, and the Early Termination Amount will be an amount equal to (A) the sum of (I) one-half of the difference between the higher amount so determined (by party "X") and lower amount so determined (by party "Y") and (11) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to Y. If the Early Termination Amount is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of the Early Termination Amount to Y. 13 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El BB8734 (3) Mid -Market Events. If that Termination Event is an Illegality or a Force Majeure Event, then the Early Termination Amount will be determined in accordance with clause (1) or above, as appropriate, except that, for the purpose of determining a Close-out Amount or Close-out Amounts, the Determining Party will: — (A) if obtaining quotations from one or more third parties (or from any of the Determining Parry's Affiliates), ask each third party or Affiliate (I) not to take account of the current creditworthiness of the Determining Party or any existing Credit Support Document and (II) to provide mid -market quotations; and (B) in any other case, use mid -market values without regard to the creditworthiness of the Determining Party. (iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because Automatic Early Termination applies in respect of a party, Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). (iv) Adjustment for Illegality or Force Majeure Event. The failure by a party or any Credit Support Provider of such party to pay, when due, any Early Termination Amount will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) if such failure is due to the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event. Such amount will (1) accrue interest and otherwise be treated as an Unpaid Amount owing to the other party if subsequently an Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions and (2) otherwise accrue interest in accordance with Section 9(h)(ii)(2). (v) Pre -Estimate. The parties agree that an amount recoverable under this Section 6(e) is a reasonable pre -estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise provided in this Agreement, neither party will be entitled to recover any additional damages as a consequence of the termination of the Terminated Transactions. (f) Set -Off. Any Early Termination Amount payable to one party (the "Payee") by the other party (the "Payer"), in circumstances where there is a Defaulting Party or where there is one Affected Party in the case where either a Credit Event Upon Merger has occurred or any other Termination Event in respect of which all outstanding Transactions are Affected Transactions has occurred, will, at the option of the Non -defaulting Party or the Non - affected Party, as the case may be ("X") (and without prior notice to the Defaulting Party or the Affected Party, as the case may be), be reduced by its set-off against any other amounts ("Other Amounts") payable by the Payee to the Payer (whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to the other party of any set-off effected under this Section 6(f). For this purpose, either the Early Termination Amount or the Other Amounts (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency. 14 ISDA® 2002 Docusign Envelope ID: AD490816-95D74D81-9453-01341El8BB734 If an obligation is unascertained, X may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 6(f) will be effective to create a charge or other security interest. This Section 6(f) will be without prejudice and in addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which any party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise). 7. Transfer Subject to Section 6(b)(ii) and to the extent permitted by applicable law, neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that: — (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and (b) a party may make such a transfer of all or any part of its interest in any Early Termination Amount payable to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to Sections 8, 9(h) and 11. Any purported transfer that is not in compliance with this Section 7 will be void 8. Contractual Currency (a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in good faith and using commercially reasonable procedures in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess. (b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in clause (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purpose of such judgment or order and the rate of exchange at which such party is able, acting in good faith and using 15 ISDAOO 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 commercially reasonable procedures in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. (c) Separate Indemnities. To the extent permitted by applicable law, the indemnities in this Section 8 constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement. (d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. 9. Miscellaneous (a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud. (b) Amendments. An amendment, modification or waiver in respect of this Agreement will only be effective if in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system. (c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. (d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. (e) Counterparts and Confirmations. (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission and by electronic messaging system), each of which will be deemed an original. (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation will be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes, by an exchange of electronic messages on an electronic messaging system or by an exchange of e-mails, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex, electronic message or e-mail constitutes a Confirmation. (f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege (g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 16 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41ElBB8734 (h) Interest and Compensation. (i) Prior to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction:— (1) Interest on Defaulted Payments. If a party defaults in the performance of any payment obligation, it will, to the extent permitted by applicable law and subject to Section 6(c), pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (3)(B) or (C) below), at the Default Rate. (2) Compensation for Defaulted Deliveries. If a party defaults in the performance of any obligation required to be settled by delivery, it will on demand (A) compensate the other party to the extent provided for in the relevant Confirmation or elsewhere in this Agreement and (B) unless otherwise provided in the relevant Confirmation or elsewhere in this Agreement, to the extent permitted by applicable law and subject to Section 6(c), pay to the other party interest (before as well as after judgment) on an amount equal to the fair market value of that which was required to be delivered in the same currency as that amount, for the period from (and including) the originally scheduled date for delivery to (but excluding) the date of actual delivery (and excluding any period in respect of which interest or compensation in respect of that amount is due pursuant to clause (4) below), at the Default Rate. The fair market value of any obligation referred to above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party that was entitled to take delivery. (3) Interest on Deferred Payments. If: — (A) a party does not pay any amount that, but for Section 2(a)(iii), would have been payable, it will, to the extent permitted by applicable law and subject to Section 6(c) and clauses (B) and (C) below, pay interest (before as well as after judgment) on that amount to the other party on demand (after such amount becomes payable) in the same currency as that amount, for the period from (and including) the date the amount would, but for Section 2(a)(iii), have been payable to (but excluding) the date the amount actually becomes payable, at the Applicable Deferral Rate; (B) a payment is deferred pursuant to Section 5(d), the party which would otherwise have been required to make that payment will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the amount of the deferred payment to the other party on demand (after such amount becomes payable) in the same currency as the deferred payment, for the period from (and including) the date the amount would, but for Section 5(d), have been payable to (but excluding) the earlier of the date the payment is no longer deferred pursuant to Section 5(d) and the date during the deferral period upon which an Event of Default or Potential Event of Default with respect to that party occurs, at the Applicable Deferral Rate; or (C) a party fails to make any payment due to the occurrence of an Illegality or a Force Majeure Event (after giving effect to any deferral period contemplated by clause (B) above), it will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as the event or circumstance giving rise to that Illegality or Force Majeure Event 17 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 continues and no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the date the party fails to make the payment due to the occurrence of the relevant Illegality or Force Majeure Event (or, if later, the date the payment is no longer deferred pursuant to Section 5(d)) to (but excluding) the earlier of the date the event or circumstance giving rise to that Illegality or Force Majeure Event ceases to exist and the date during the period upon which an Event of Default or Potential Event of Default with respect to that party occurs (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (B) above), at the Applicable Deferral Rate. (4) Compensation for Deferred Deliveries. If: — (A) a party does not perform any obligation that, but for Section 2(a)(iii), would have been required to be settled by delivery; (B) a delivery is deferred pursuant to Section 5(d); or (C) a party fails to make a delivery due to the occurrence of an Illegality or a Force Majeure Event at a time when any applicable Waiting Period has expired, the party required (or that would otherwise have been required) to make the delivery will, to the extent permitted by applicable law and subject to Section 6(c), compensate and pay interest to the other party on demand (after, in the case of clauses (A) and (B) above, such delivery is required) if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. (ii) Early Termination. Upon the occurrence or effective designation of an Early Termination Date in respect of a Transaction:— (1) Unpaid Amounts. For the purpose of determining an Unpaid Amount in respect of the relevant Transaction, and to the extent permitted by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to the fair market value of any obligation required to be settled by delivery included in such determination in the same currency as that amount, for the period from (and including) the date the relevant obligation was (or would have been but for Section 2(a)(iii) or 5(d)) required to have been performed to (but excluding) the relevant Early Termination Date, at the Applicable Close-out Rate. (2) Interest on Early Termination Amounts. If an Early Termination Amount is due in respect of such Early Termination Date, that amount will, to the extent permitted by applicable law, be paid together with interest (before as well as after judgment) on that amount in the Termination Currency, for the period from (and including) such Early Termination Date to (but excluding) the date the amount is paid, at the Applicable Close-out Rate. (iii) Interest Calculation. Any interest pursuant to this Section 9(h) will be calculated on the basis of daily compounding and the actual number of days elapsed. 18 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-0841ElBB8734 10. Offices; Multibranch Parties (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to and agrees with the other party that, notwithstanding the place of booking or its jurisdiction of incorporation or organization, its obligations are the same in terms of recourse against it as if it had entered into the Transaction through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction. (b) If a party is specified as a Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction through, book a Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed in respect of that party in the Schedule (but not any other Office unless otherwise agreed by the parties in writing). (c) The Office through which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation or as otherwise agreed by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which a party enters into a Transaction will also be the Office in which it books the Transaction and the Office through which it makes and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may change the Office in which it books the Transaction or the Office through which it makes and receives payments or deliveries with respect to a Transaction without the prior written consent of the other party. 11. Expenses A Defaulting Party will; on demand; indemnify and hold harmless the other party for and against all reasonable out-of- pocket expenses, including legal fees, execution fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 12. Notices (a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner described below (except that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system or e-mail) to the address or number or in accordance with the electronic messaging system or e-mail details provided (see the Schedule) and will be deemed effective as indicated:— (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iii) if sent by facsimile transmission, on the date it is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine); (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered or its delivery is attempted; (v) if sent by electronic messaging system, on the date it is received; or 19 ISDAO 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El 8B8734 (vi) if sent by e-mail, on the date it is delivered, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication will be deemed given and effective on the first following day that is a Local Business Day. (b) Change of Details. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system or e-mail details at which notices or other communications are to be given to it. 13. Governing Law and Jurisdiction (a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. (b) Jurisdiction. With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement ("Proceedings"), each party irrevocably:— (i) submits:— (1) if this Agreement is expressed to be governed by English law, to (A) the non-exclusive jurisdiction of the English courts if the Proceedings do not involve a Convention Court and (B) the exclusive jurisdiction of the English courts if the Proceedings do involve a Convention Court; or (2) if this Agreement is expressed to be governed by the laws of the State of New York, to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City; (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party...; and (iii) agrees, to the extent permitted by applicable law, that the bringing of Proceedings in any one or more jurisdictions will not preclude the bringing of Proceedings in any other jurisdiction. (c) Service of Process. Each party irrevocably appoints the Process Agent, if any, specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12(a)(i), 12(a)(iii) or 12(a)(iv). Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by applicable law. (d) Waiver of Immunities. Each party irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance or recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 20 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El 8BB734 14. Definitions As used in this Agreement: — "Additional Representation" has the meaning specified in Section 3. "Additional Termination Event" has the meaning specified in Section 5(b). "Affected Party" has the meaning specified in Section 5(b). "Affected Transactions" means (a) with respect to any Termination Event consisting of an Illegality, Force Majeure Event, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event (which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2), means all Transactions unless the relevant Credit Support Document references only certain Transactions, in which case those Transactions and, if the relevant Credit Support Document constitutes a Confirmation for a Transaction, that Transaction) and (b) with respect to any other Termination Event, all Transactions. "Affiliate" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person. "Agreement" has the meaning specified in Section 1(c). "Applicable Close-out Rate" means: — (a) in respect of the determination of an Unpaid Amount:— (i) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; (ii) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non -defaulting Party, the Non -default Rate; (iii) in respect of obligations deferred pursuant to Section 5(d), if there is no Defaulting Party and for so long as the deferral period continues, the Applicable Deferral Rate; and (iv) in all other cases following the occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above), the Applicable Deferral Rate; and (b) in respect of an Early Termination Amount:— (i) for the period from (and including) the relevant Early Termination Date to (but excluding) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable:— (1) if the Early Termination Amount is payable by a Defaulting Party, the Default Rate; (2) if the Early Termination Amount is payable by a Non -defaulting Party, the Non -default Rate; and (3) in all other cases, the Applicable Deferral Rate; and 21 ISDA® 2002 Docusign Envelope ID: AD490816-95D74D81-9453-0641 El8B8734 (ii) for the period from (and including) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable to (but excluding) the date of actual payment:— (1) if a party fails to pay the Early Termination Amount due to the occurrence of an event or circumstance which would, if it occurred with respect to a payment or delivery under a Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and for so long as the Early Termination Amount remains unpaid due to the continuing existence of such event or circumstance, the Applicable Deferral Rate; (2) if the Early Termination Amount is payable by a Defaulting Party (but excluding any period in respect of which clause (1) above applies), the Default Rate; (3) if the Early Termination Amount is payable by a Non -defaulting Party (but excluding any period in respect of which clause (1) above applies), the Non -default Rate; and (4) in all other cases, the Termination Rate. "Applicable Deferral Rate" means (a) for the purpose of Section 9(h)(i)(3)(A), the rate certified by the relevant payer to be a rate offered to the payer by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market; (b) for purposes of Section 9(h)(i)(3)(B) and clause (a)(iii) of the definition of Applicable Close-out Rate, the rate certified by the relevant payer to be a rate offered to prime banks by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer after consultation with the other party, if practicable, for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market; and (c) for purposes of Section 9(h)(i)(3)(C) and clauses (a)(iv), (b)(i)(3) and (b)(ii)(1) of the definition of Applicable Close-out Rate, a rate equal to the arithmetic mean of the rate determined pursuant to clause (a) above and a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount. "Automatic Early Termination" has the meaning specified in Section 6(a). "Burdened Party" has the meaning specified in Section 5(b)(iv). "Change in Tax Law" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs after the parties enter into the relevant Transaction. "Close-out Amount" means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that arc or would be incurred under then prevailing circumstances (expressed as a positive number) or gains of the Determining Party that are or would be realized under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in 22 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El 8B8734 Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions. Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures in order to produce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable. Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and out- of-pocket expenses referred to in Section l l are to be excluded in all determinations of Close-out Amounts. In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:— (i) quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant documentation, including credit support documentation, between the Determining Party and the third party providing the quotation; (ii) information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or (iii) information of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party's Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions. The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end -users of the relevant product, information vendors, brokers and other sources of market information. Without duplication of amounts calculated based on information described in clause (i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain resulting from any of them). Commercially reasonable procedures used in determining a Close-out Amount may include the following:— (1) application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and 23 ISDA© 2002 Docusign Envelope ID: AD490816-95D74D81-9453-0641 E18B8734 (2) application of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions. "Confirmation" has the meaning specified in the preamble. "consent" includes a consent, approval, action, authorization, exemption, notice, filing, registration or exchange control consent. "Contractual Currency" has the meaning specified in Section 8(a). "Convention Court" means any court which is bound to apply to the Proceedings either Article 17 of the 1968 Brussels Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters or Article 17 of the 1988 Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters. "Credit Event Upon Merger" has the meaning specified in Section 5(b). "Credit Support Document" means any agreement or instrument that is specified as such in this Agreement. "Credit Support Provider" has the meaning specified in the Schedule. "Cross -Default" means the event specified in Section 5(a)(vi). "Default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1 % per annum. "Defaulting Party" has the meaning specified in Section 6(a). "Designated Event" has the meaning specified in Section 5(b)(v). "Determining Party" means the party determining a Close-out Amount. "Early Termination Amount" has the meaning specified in Section 6(e). "Early Termination Date" means the date determined in accordance with Section 6(a) or 6(b)(iv). "electronic messages" does not include e-mails but does include documents expressed in markup languages, and "electronic messaging system" will be construed accordingly. "English law" means the law of England and Wales, and "English" will be construed accordingly. "Event of Default" has the meaning specified in Section 5(a) and, if applicable, in the Schedule. "Force Majeure Event" has the meaning specified in Section 5(b). "General Business Day" means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits). "Illegality" has the meaning specified in Section 5(b). 24 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-41D81-9453-041El8138734 "Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document). "law" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority), and "unlawful" will be construed accordingly. "Local Business Day" means (a) in relation to any obligation under Section 2(a)(i), a General Business Day in the place or places specified in the relevant Confirmation and a day on which a relevant settlement system is open or operating as specified in the relevant Confirmation or, if a place or a settlement system is not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) for the purpose of determining when a Waiting Period expires, a General Business Day in the place where the event or circumstance that constitutes or gives rise to the Illegality or Force Majeure Event, as the case may be, occurs, (c) in relation to any other payment, a General Business Day in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment and, if that currency does not have a single recognized principal financial centre, a day on which the settlement system necessary to accomplish such payment is open, (d) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), a General Business Day (or a day that would have been a General Business Day but for the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event) in the place specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (de) in relation to Section 5(a)(v)(2), a General Business Day in the relevant locations for performance with respect to such Specified Transaction. "Local Delivery Day" means, for purposes of Sections 5(a)(i) and 5(d), a day on which settlement systems necessary to accomplish the relevant delivery are generally open for business so that the delivery is capable of being accomplished in accordance with customary market practice, in the place specified in the relevant Confirmation or, if not so specified, in a location as determined in accordance with customary market practice for the relevant delivery. "Master Agreement" has the meaning specified in the preamble. "Merger Without Assumption" means the event specified in Section 5(a)(viii). "Multiple Transaction Payment Netting" has the meaning specified in Section 2(c). "Non -affected Party" means, so long as there is only one Affected Party, the other party. "Non -default Rate" means the rate certified by the Non -defaulting Party to be a rate offered to the Non -defaulting Party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the Non -defaulting Party for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market. "Non -defaulting Party" has the meaning specified in Section 6(a). "Office" means a branch or office of a party, which may be such party's head or home office. "Other Amounts" has the meaning specified in Section 6(f). 25 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 "Payee" has the meaning specified in Section 6(f). "Payer" has the meaning specified in Section 6(f). "Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default. "Proceedings" has the meaning specified in Section 13(b). "Process Agent" has the meaning specified in the Schedule. "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. "Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made. "Schedule" has the meaning specified in the preamble. "Scheduled Settlement Date" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. "Specified Entity" has the meaning specified in the Schedule. "Specified Indebtedness" means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. "Specified Transaction" means, subject to the Schedule, (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is not a Transaction under this Agreement but (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross -currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. "Stamp Tax" means any stamp, registration, documentation or similar tax. "Stamp Tax Jurisdiction" has the meaning specified in Section 4(e). 26 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-41D81-9453-01341El8138734 "Tax" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax. "Tax Event" has the meaning specified in Section 5(b). "Tax Event Upon Merger" has the meaning specified in Section 5(b). "Terminated Transactions" means, with respect to any Early Termination Date, (a) if resulting from an Illegality or a Force Majeure Event, all Affected Transactions specified in the notice given pursuant to Section 6(b)(iv), (b) if resulting from any other Termination Event, all Affected Transactions and (c) if resulting from an Event of Default, all Transactions in effect either immediately before the effectiveness of the notice designating that Early Termination Date or, if Automatic Early Termination applies, immediately before that Early Termination Date. "Termination Currency" means (a) if a Termination Currency is specified in the Schedule and that currency is freely available, that currency, and (b) otherwise, Euro if this Agreement is expressed to be governed by English law or United States Dollars if this Agreement is expressed to be governed by the laws of the State of New York. "Termination Currency Equivalent" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Close-out Amount is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. "Termination Event" means an Illegality, a Force Majeure Event, a Tax Event, a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. "Termination Rate" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. "Threshold Amount" means the amount, if any, specified as such in the Schedule. "Transaction" has the meaning specified in the preamble. "Unpaid Amounts" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii) or due but for Section 5(d)) to such party under Section 2(a)(i) or 2(d)(i)(4) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date, (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii) or 5(d)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered and (c) if the Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions, any Early Termination Amount due prior to such Early Termination Date and which remains unpaid as of such Early Termination Date, in each case together with any amount of interest accrued or other 27 ISDA® 2002 Docusign Envelope ID: AD490816-951)7-4D81-9453-OB41E1BB8734 compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)(1) or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it will be the average of the Termination Currency Equivalents of the fair market values so determined by both parties. "Waiting Period" means: — (a) in respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(b)(i)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of three Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance; and (b) in respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance. IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. City of Georgetown, TEX .............................................. (Nat e of P rty) By: ..................... .................... Name: '5654 SA X Title: MO A- O Date: NX%U-A - t5► ?.0Z,5 Pacific Summit Energy LLC .................................................................... (Name of Party) pUoeuSgned by: (/7i j1iL0 �oi0 By:... rveeoi3cn6s3um .................... Name: Eijiro Nagao Title: President & Chairman Date: July 15, 2025 28 ISDA® 2002 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El 8B8734 SCHEDULE to the 2002 MASTER AGREEMENT dated as of July 15, 2025 between CITY OF GEORGETOWN, TEXAS a home -rule municipal corporation that owns and operates a municipal electric utility system ("Party A") And PACIFIC SUMMIT ENERGY LLC a Delaware limited liability company ("Part, B„) Part 1. Termination Provisions. (a) "Specified Entity" means in relation to Party A for the purpose of: Section 5(a)(v) (Default Under Specified Transaction)...................................................None Specified Section 5(a)(vi) (Cross Default).......................................................................................None Specified Section 5(a)(vii) (Bankruptcy)..........................................................................................None Specified Section 5(b)(v) (Credit Event Upon Merger) ............................... .....None Specified ............................... and in relation to Party B for the purpose of: Section 5(a)(v) (Default Under Specified Transaction)...................................................None Specified Section 5(a)(vi) (Cross Default).......................................................................................None Specified Section 5(a)(vii) (Bankruptcy)..........................................................................................None Specified Section 5(b)(v) (Credit Event Upon Merger)...................................................................None Specified (b) "Specified Transaction" shall have the meaning specified in Section 14. (c) "Cross Default" applies to Party A and Party B, provided that Cross Default excludes Technical Event of Default. "Technical Event of Default" means nonpayment resulting solely from wire transfer difficulties or an error or omission of an administrative or operational nature (so long as sufficient funds are available), or from the general unavailability of the currency in which Specified Indebtedness is denominated due to exchange controls or other similar governmental action, but only if payment is made within three Local Business Days after such transfer difficulties have been corrected, the error or omission has been discovered or such currency becomes available. "Specified Indebtedness" has the meaning specified in Section 14 of this Agreement. "Threshold Amount" means, with respect to Party A, an amount equal to 3 percent of its shareholders' equity on a consolidated basis as of the most recently completed financial year, and with respect to Party B, an amount equal to 3 percent of Sumitomo Corporation's shareholder's equity on a consolidated basis as of the end of the most recently completed financial year. 29 4007679.v3 Docusign Envelope ID: AD490816-95D74D81-9453-01341El8138734 (d) "Credit Event Upon Merger" applies to Party A and Party B. (e) The "Automatic Early Termination" provision of Section 6(a) of this Agreement will not apply to Party A and will not apply to Party B. (f) "Termination Currency" means United States Dollars ("USD"). (g) Additional Termination Event will not apply. Part 2. Representations. (a) Party A and Party B Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, each of Party A and Party B makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on: (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the agreement contained in Sections 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Sections 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position. (b) Party A and Party B Payee Tax Representations. (i) For the purpose of Section 3(f) of this Agreement, Party A makes the following representation: it is a home rule municipal corporation duly organized and incorporated under the laws of the State of Texas and is an exempt recipient under Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations. (ii) For the purpose of Section 3(0 of this Agreement, Party B makes the following representation: it is a U.S. person and limited liability company duly organized under the laws of the State of Delaware and is an exempt recipient under Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations. Part3. At-rccmcnt to Deliver documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered: Each party will deliver to the other party any form or document reasonably requested by the other party, as soon as practicable after demand by the requesting party, including without limitation, any form or document required to enable such other party to make payments hereunder without withholding for or on account of Taxes or with such withholding at a reduced rate. (b) Other documents to be delivered are: 30 4007679.v3 Docusign Envelope ID: AD490816-95D74D81-9453-01341El8B8734 Covered by Party required to Section 3(d) Deliver document Form/Document/Certlticate Date by which to be delivered Rcurescnlation Party A Copies of its most recently Promptly on request if Yes published audited consolidated unavailable on Party A's website financial statements prepared in accordance with generally accepted principles in its country of incorporation. Party B Copies of its Credit Support Promptly on request Yes Provider's most recently published audited consolidated financial statements prepared in accordance with generally accepted principles in its country of incorporation. Party A and Party B A certificate (including a As soon as practicable after the Yes photocopy or facsimile copy execution of this Agreement. thereof) executed by a duly authorized officer of the party certifying the name, authentic signature and authority of each person executing this Agreement, any Confirmation, or Month -End Report on its behalf, or in lieu thereof a copy of the pages of such parry's official signature book showing each such person's signature and authority. Party B A duly executed copy of the As soon as practicable after the No Credit Support Document execution of this Agreement. specified in Part 4 of this Schedule. Part 4. Miscellaneous. (a) Addresses for Notices. For the purpose of Section 12(a) of this Agreement: (i) Address for notices or communications to Party A: 31 4007679.v3 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 City of Georgetown City Manager 808 Martin Luther King Jr St Georgetown, TX 78626 Attention: David Morgan Telephone: 512-930-3 741 Facsimile: 512-931-7657 David.Morgan@georgetowntexas.gov With a Copy to: City of Georgetown City Attorney 808 Martin Luther King Jr St Georgetown, TX 78626 Attention: Skye Masson Telephone: 512-930-8 l 58 Facsimile: 512-931-7657 Skye.Masson@georgetowntexas.gov And a Copy to: Daniel Bethapudi 300-1 Industrial Ave. Georgetown, TX 78626 DanicHirlhaLuith w_ urgclu��nle�ns Lnv (ii) Address for notices or communications to Party B: All notices: PACIFIC SUMMIT ENERGY LLC 2010 Main Street, Suite 1200 Irvine, CA 92614 Attention: Legal Department Telephone No.: 949-777-3218 Facsimile No.: 949-777-3244 Email: legal@pacificsummitenergy.com Confirmation, Invoice and Month -End Report: Attention: Financial Back Office Telephone No.: 949-777-3255 Facsimile No.: 949-777-3251 Email: RiskGroup@pacificsummitenergy.com (b) Process Agent. For the purpose of Section 13(c) of this Agreement: (i) Party A irrevocably appoints as its Process Agent: None. (ii) Party B irrevocably appoints as its Process Agent: None. (c) Offices. The provisions of Section 10(a) of this Agreement will apply to Party A and to Party B. 32 4007679.0 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 (d) Multibranch Party. For the purpose of Section 10(b) of this Agreement: Party A is not a Multibranch Party. Party B is not a Multibranch Party. (e) "Calculation Agent' means (i) Party B, unless Party B is the Defaulting Party, in which case Party A will be the Calculation Agent; provided, however that if a calculation or determination is disputed by the party who is not the Calculation Agent, the parties shall first endeavor to resolve such dispute and, if they are unable to do so within a commercially reasonable time, they shall mutually select a dealer in the applicable commodity or in swaps involving the applicable commodity, unaffiliated with either party, to act as Calculation Agent with respect to the issue in dispute. The failure of a party to perform its obligations as a Calculation Agent hereunder shall not be an Event of Default or Termination Event; or (ii) as otherwise specified in a Confirmation in relation to the relevant Transaction. (f) "Credit Support Document' means In relation to Party A: _ See Para. 13 to Collateral Annex. In relation to Party B: See Para. 13 to Collateral Annex (g) "Credit Support Provider" means in relation to Party A: None "Credit Support Provider" means in relation to Party B: Sumitomo Corporation of Americas. (h) Governing Law. To the extent allowed (or required) by Texas law, the laws of Texas will govern. This Agreement will be governed by and construed in accordance with the laws of the State of New York. (i) Netting of Payments. "Multiple Transaction Payment Netting" will apply for the purpose of Section 2(c) of this Agreement to all Transactions under this Agreement. (j) "Affiliate" has the meaning specified in Section 14 of this Agreement. (k) Absence of Litigation. For the purpose of Section 3(c) of this Agreement "Specified Entity" shall mean none to both parties. (1) No Agency. The provisions of Section 3(g) will apply to this Agreement. (m) Additional Representation will apply. For the purpose of Section 3 of this Agreement the following Sections 3(h), 3(i) and 30) will constitute Additional Representations: (h) Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (1)Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction; (2)Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands 33 4007679.v3 Docusign Envelope ID: AD490816-95D7-4D81-9453-0841 El8BB734 and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction; and (3)Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction." (i) Eligible Contract Participant. With respect to all Transactions in "excluded commodities" as that term is defined in section la(19) of the U.S. Commodity Exchange Act, as amended (the "CEA") and all Transactions in "exempt commodities" as that term is defined in Section Ia(20) of the CEA, each party represents and warrants that it is an "eligible contract participant" as such term is defined in Section 1 a(l 8) of the CEA. (j) Bankruptcy Code. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that: (A) it is a `forward contract merchant' within the meaning of the United States Bankruptcy Code; (B) the Transaction constitutes a `forward contract' within the meaning of the United States Bankruptcy Code. (n) Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings. Part 5. Other Provisions. (a) ISDA Definitions. Unless otherwise specified in a Confirmation, this Agreement and each Transaction between the parties are subject to any set of ISDA Definitions in existence from time to time which are specifically relevant to the Transaction (the "Definitions") each as published by either the International Swaps & Derivatives Association, Inc., or the International Swap Dealers Association, Inc., as the case may be ("ISDA"). Any amendment to such definitions subsequent to their initial publication will only be effective as to Transactions entered into on or after the date of amendment. (b) Set -Off. Section 6(f) of the Agreement shall be deleted and replaced with the following: Without affecting the provisions of this Agreement requiring the calculation of certain net payment amounts, all payments under this Agreement shall be made without set-off or counterclaim and will not be subject to any conditions except as provided in Section 2 of this Agreement and except as provided in the following clauses (i) - (v): (i) If there is Defaulting Party, the Non -defaulting Party shall be entitled, without prior notice to the Defaulting Party or any other person, at its option upon the occurrence of an Early Termination Date, to set off any obligation of the Defaulting Party owing to the Non -defaulting Party (whether or not arising under this Agreement, whether matured or unmatured, whether contingent or otherwise, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of the Non -defaulting Party owing to the Defaulting party (whether or not arising under this Agreement, whether matured or unmatured, whether contingent or otherwise, and regardless of the currency, place of payment or booking office of the obligation), and the Non -defaulting Party's obligation hereunder to the Defaulting Party shall be satisfied and discharged to the extent of such set-off, counterclaim or withholding. 34 4007679.v3 Docusign Envelope ID: AD490816-95D7-41D81-9453-0641El8138734 (ii) For the purpose of cross -currency set-off, the Non -defaulting Party may convert any obligation to another currency at a market rate determined by the Non -defaulting Party. (iii) If an obligation is unascertained, the Non -defaulting Party may in good faith estimate that obligation and set off in respect of the estimate, subject to the Non -defaulting Party accounting to the Defaulting Party when the obligation is ascertained. (iv) Nothing in this provision will be deemed to create a charge or other security interest. (v) Any obligation of the Non -defaulting Party to make a payment to the Defaulting Party under this Agreement is in any event conditioned upon and subject to the condition precedent that and arises only upon the date that all indebtedness and obligations, whether matured or unmatured, of the Defaulting Party owing to the Non -defaulting Party under any other agreement have been paid in full. (c) Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect under the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions contained in this Agreement under the law of such jurisdiction, and the validity, legality and enforceability of such and any other provisions under the law of any other jurisdiction shall not in any way be affected or impaired thereby. The parties hereto shall endeavor in good faith negotiations to replace the invalid , illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. (d) Signatory List, Confirmation and Month -End Report. It is agreed and confirmed by Party A and Party B that the following procedures shall be practiced by Party A and Party B in relation to all financial Transactions. Section 9(e) of this Agreement will continue to apply for Confirmations for physical Transactions. 0) Signatory List Each party shall provide the other party with a Signatory List to identify its designated personnel who are entitled to sign Confirmations and Month -End Reports (such specified and authorized person shall be referred to as the "Designated Personnel'). Each party may change its Designated Personnel by giving the other party a written notice, which becomes effective upon receipt by the other party. Designated Personnel for Party A are City of Georgetown City Manager, General Manager of Electric Utilities ("General Manager"), or each of their respective designees. (ii) Confirmation Each transaction shall be confirmed by both parties using a confirmation form preliminarily specified by the parties ("Confirmation'). Party B shall send a Confirmation to Party A within two (2) business days after the relevant trade date. Party A shall sign and return the form to Party B within three (3) business days after receipt of the Confirmation. Signatures may be omitted on Confirmations, if both parties preliminarily agree to exchange Confirmations using specific computer generated forms or formally authorized forms. If either party disputes about any contents of a Confirmation received from the other party, it shall notify the other party within three (3) business days after the receipt of such Confirmation. A failure by a party to issue a Confirmation shall not prejudice or invalidate the terms of the relevant transaction governed by the Agreement. (iii) Month -End Report Balance of transactions outstanding between the parties shall be reconciled every month -end. Party B shall send Party A a report for outstanding balance as of the last business day of each month ("Month - End Report"). Party A shall confirm the outstanding balance by signing and returning a Month -End Report to Party B within ten (10) business days after a receipt of the Month -End Report. If either 35 4007679.v3 Docusign Envelope ID: AD490816-95D74D81-9453-01341El8138734 party disputes any contents of a Month -End Report, it shall notify the other party within ten (10) business days after a receipt of the relevant Month -End Report. Part 6. Physically Settled Power Transactions. (a) The North American Power Annex to the ISDA Master Agreement published by ISDA in 2005 as Sub - Annex F as part of the Commodity Definitions (the "ISDA Power Annex") is incorporated by reference in this Agreement and in the relevant Confirmations with respect to "Transactions," as defined by the Commodity Definitions, in physically settled power, except as otherwise specifically provided in the relevant Confirmation. All terms used in this Part 6 that are not otherwise defined shall have the meanings given to them in the Power Annex. (b) Elective Provisions. Clause 0) of the Power Annex is amended and restated in its entirety to read as follows: (i) (a)(d) Applicability to Outstanding Power Transactions. If not checked, not applicable. (ii) (a)(iii) _�L_ Applicability of Outstanding Credit Support held by a party in connection with Outstanding Power Transactions. If not checked, not applicable. (iii) (c) Accelerated Payment Damages. If not checked, not applicable. (iv) (d)(ii): Timeliness of Payment. Option A [�j Option B If neither is checked, Option B shall be deemed to apply. (v) (h)(i): Wholesale Power Tariffs N/A Party A Electric Tariff. Tariff/Date/Docket Tariff: Docket Number: 4 Party B Electric Tariff. Rate Schedule 41 dated June 24, 2005, amended March 24, 2015, Docket Nos. ER05-743-000 et seq. and ER15-902-000, as amended from time to time. If not checked, not applicable. (vi) (h)(ii) 1 Applicability of Severability provision. If not checked, not applicable. (vii) (h)(iii) q Applicability of FERC Standard of Review and Certain Covenants and Waivers. If not checked, not applicable." 36 4007679.v3 Docusign Envelope ID: AD490B16-95D7-4D81-9453-OB4lEl8B8734 (b) Modifications to the Power Annex. The following modifications to the Power Annex are applicable: (i) References to Part 6. The Power Annex is amended by replacing all references to "Part 6" or "Part 6 of the Schedule" with references to the "Power Annex" or "Power Annex to the Schedule", as applicable. (ii) Events of Default. Clause (i)(ii)(B) of the Power Annex is amended to delete the words "Section [5(a)(ii)][5(a)(ii)(1)]" and replace them with the words "Section 5(a)(ii)(1)". Definitions. Clause (i)(iv) of the Power Annex is amended as follows: (a) The definition of "Replacement Price" in clause (i)(iv) is amended to (i) add the phrase "for delivery" immediately before the phrase "at the Delivery Point" in the second line and (ii) delete the phrase "at Buyer's option" from the fifth line and replace it with the following: "absent a purchase". (b) The definition of "Sales Price" in clause (i)(iv) is amended to (i) delete the phrase "at the Delivery Point" from the second line, and (ii) delete the phrase "at Seller's option" from the fifth line and replace it with the following: "absent a sale". (c) The following new definition is added to clause (i)(iv) of the ISDA Power Annex: "Claims" means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys' 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. (iv) Transmission, Scheduling and Imbalance Charges. Clause (b)(ii) of the Power Annex is hereby amended by adding the following text to the end of the Section: "Product deliveries shall be scheduled in accordance with the then -current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region." (v) Obligations and Deliveries. Clause (b) of the Power Annex is amended by adding the following to the end thereof: "(iv) If the Parties agree to a service level/product defined by reference to a different agreement, tariff, set of rules or protocols (herein, "agreement) (e.g., the PJM Operating Agreement, the ERCOT Protocols, the MAPP Restated Agreement) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service level/product shall be as defined by such other agreement, including if applicable, the regional reliability requirements and guidelines as well as the specific excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to such other agreement, to the extent inconsistent with the terms of this Agreement, but all other terms and conditions of this Agreement remain applicable; provided, however, that with respect to Transactions subject to the WSPP Agreement, the methodology for calculating the payments for failure to deliver or receive shall be in accordance with Section 21.3 of the WSPP Agreement; provided, further that the "Accelerated Payment of Damages" addressed in this Agreement shall continue to apply." (vi) Clause (h)(iii) of the Power Annex is amended by adding the following to the end thereof: 37 4007679.v3 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB4lE18B8734 "(E) Standard of Review for ERCOT Transactions. Absent the agreement of both Parties to the proposed change, the standard of review for changes to any portion of this Master Agreement with respect to any Power Transaction entered into hereunder in the ERCOT Control Area, whether proposed by a party, a non-party, or the Public Utility Commission of Texas acting sua sponle, shall be the "public interest" standard of review set forth in High Plains Natural Gas Co. v. Railroad Comm'n of Texas, 467 S.W.2d 532 (Tex. Civ. App. — Austin 1971, writ ref d n.r.e.) (the "High Plains" doctrine). (c) Notices for Power Transactions. The following information is applicable to Power Transactions: PARTY A PARTY B Invoices: invoices: As set forth in Part 4 of the Schedule unless As set forth in Part 4 of the Schedule unless otherwise set forth below: otherwise set forth below: Attn: Portfolio Team Attn: Accounting Group 300-1 Industrial Ave. 2010 Main St, Suite 1200 Georgetown, TX 78626Phone: 713-816-6410 Irvine, CA 92614 702767-7975 Phone: 949-777-3220 Facsimile: Facsimilc:949-777-3230 Email: p;pniter_b,r L,�: 11tc ecru Email: Michael.weisner eor etowntexas. ov PowerSettlements acificsummitener .com Scheduling: Scheduling: Attn: Portfolio Team Attn: Power Scheduling Phone:713-816-6410 Phone:281-681-7823 702-767-7975 Facsimile:281-681-7883 817-936-2072 Email: powertraders@pacificsummitenergy.com Facsimile: Email: jcnnilin.flovat on, Ott Win_ Vlich�tcL�cci>nc:rc� ���irg�a„•.:nt<<.�,_EaF° Michael. sim son(a eor etowntexas.. ov Confirmations: Confirmations: Attn: Portfolio Team Attn: Power Group 300-1 Industrial Ave. 2010 Main St, Suite 1200 Georgetown, TX 78626 Irvine, CA 92614 Phone:949-777-3234 Phone: 713-816-6410 Facsimile: 281-681-7890 702-767-7975 Email: Facsimile: PowerConftrmations@paciftcsummitenergy.com Email:miter_tiryr;�_curSctuwntr�a,.io� Michael.weisner eor etowntexas. ov Option Exercise Line: Option Exercise Line: Phone: Phone: ® Wire Transfer - or - ❑ ACH (check one box): ❑ Wire Transfer - or - ❑ ACH check one box): As set forth in Part 4 of the Schedule unless As set forth in Part 4 of the Schedule unless otherwise set forth below: otherwise set forth below: 38 4007679.v3 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El BB8734 Bank: Wells Fargo Bank Bank: Bank of America, New York ABA: 121000248 ABA: 086009593 Account: 4622962587 Account: 8188-312675 Other Details: Other Details: 39 4007679.v3 Docusign Envelope ID: AD490816-9507-4D81-9453-0641El868734 Part 6. Physically Settled REC Transactions _(a) ISDA U.S. Renewable Energy Certificate Annex. The ISDA U.S. Renewable Energy Certificate Annex published by ISDA (the "REC Annex") is hereby incorporated into, and supplements and forms a part of, this Agreement as if set forth in full without change or modification, subject to the elective provisions, amendments and terms applicable to the REC Annex set forth below. (b) Elective Provisions to the REC Annex. (i) (b)(iii):[ 4 ]_ Additional Seller's Representations and Warranties. If elected as applicable, the alternative or supplemental representations and warranties specified below will apply in lieu of or in addition to, as applicable, the provisions of clause (b)(iii). If not checked, election is deemed not applicable. (ii) (b)(vi): [ ]Additional System Requirements for Designated Applicable Tracking System. If elected as applicable, the Additional System Requirements for each Designated Applicable Tracking System are specified below. If not checked, election is deemed not applicable. (iii) (b)(vii): [J_ Additional Program Requirements for Designated Applicable Program. If elected as applicable, the Additional Program Requirements for each Designated Applicable Program are specified below. If not checked, election is deemed not applicable. (iv) (g): Title and Risk of Loss. If one of the following three options is elected as applicable, the corresponding option under clause (g) will apply. If none are checked, Option A is deemed to apply. Option A: Delivery Option B: Delivery and Payment Option C: Alternative Provisions [If elected, specify alternative provisions below] (v) (h)(i): Severability. If not checked, election is deemed not applicable. (vi) (i)(ii): Definition of "Force Majeure". If one of the following three options is elected as applicable, the corresponding option under the definition of "Force Majeure" will apply. If none are checked, Option A is deemed to apply. Option A: Events or Circumstances Option B: Events or Circumstances Affecting Applicable Tracking System or Banking System Option C: Alternative Definition [If elected, specify alternative definition below] (vii) (i)(ii): [ Applicability of "Zero Dollars Sales Price Proviso" to Definition of "Sales Price". If elected as applicable, Zero Dollars Sales Price Proviso will apply to the definition of "Sales Price". If not checked, election is deemed not applicable. 40 4007679.v3 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El 8B8734 (viii) Schedule RP: X_ REC Product Definitions. If elected as applicable, the alternative or supplemental provisions specified below will apply in lieu of or in addition to, as applicable, the provisions of Schedule RP. If not checked, election is deemed not applicable. (ix) In addition to any other representations and warranties made under this Agreement, Seller further represents and warrants to Buyer as of each date that Seller Initiates Delivery of any Product under a REC Transaction that (A) Seller has the right to sell such Product to Buyer; (B) such Product is Delivered to Buyer free and clear of any liens, security interests, claims or other encumbrances or title defects or any interest therein or thereto; (C) such Product complies with the requirements of, and is qualified under, each Applicable Tracking System and Applicable Program specified in a REC Transaction as they exist on each such date that Seller Initiates Delivery of such Product; (D) such Product was generated during each applicable Vintage specified in a REC Transaction; and (E) such Product has not been sold, retired, expired, claimed or represented as part of energy output or sales, or used to satisfy any obligations, under any Applicable Tracking System, Applicable Program, Greenhouse Gas Program or any other Renewable Portfolio Standard or Generation Information System. (c) Certain Amendments to the REC Annex. If elected as applicable, the amendments specified below will apply. If not checked, election is deemed not applicable. (i) Clause (b)(ii)(A) of the REC Annex is amended by adding ", excluding, however, confidential details, such as price and payment terms" to the end of the clause before the period. (ii) Clause (c)(i) of the REC Annex is amended by adding ", Force Majeure" in the second line following "terms of the Product". (iii) Clause (c)(ii) of the REC Annex is amended by adding ", Force Majeure" in the second line following "terms of the Product". (iv) Clause (h)(i) of the REC Annex is deleted entirely and replaced with the following: "Severability. If elected under clause (v) of the Elective Provisions as being applicable with respect to REC Transactions only, prior to the Initiation of a REC Transfer, a statute, rule, or regulation is enacted, amended, or revoked, including the Applicable Program being 41 4007679.v3 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E1BB8734 discontinued or eliminated, which has the effect of (i) changing the Delivery and sale procedures set forth in this Agreement so that the implementation of this REC Annex becomes impossible or impracticable, (ii) eliminating the existence of the Product, or (iii) any provision of this Agreement declared or rendered unlawful by any applicable court or law or regulatory agency or deemed unlawful because of a statutory change (individually or collectively, such events being referred to herein as a "Regulatory Event") will not otherwise affect the remaining lawful obligations that arise under this Agreement. If the Confirmation specifies the Product includes CPs and a Regulatory Event occurs with respect to CPs only, Seller will continue to sell and Deliver and Buyer will purchase and Accept the RECs for the remainder of the term of this Agreement. If the Regulatory Event affects the RECs or RECs and CPs, the parties agree that they will use their best efforts to reform this Agreement with respect to the affected REC Transactions only to give effect to the original intention of the parties; provided, however, in no event will a Regulatory Event that changes in any respect the value of the Product, have any effect on the obligations of the parties to purchase and sell the Product on the terms and at the Contract Price set forth a REC Transaction. If the parties are unable, despite such good faith efforts, to reform this Agreement and the affected REC Transactions within thirty (30) Local Business Days following commencement of such negotiations, either party may terminate the affected REC Transactions with respect to any affected un-Delivered RECs and no further payment or performance obligations will accrue with respect to such terminated REC Transactions except for any such obligations that have accrued prior to the effectiveness of such termination, including in respect of any RECs Delivered prior to the date the Regulatory Event was effective." (v) Clause (h)(iii)(C) of the REC Annex is amended by deleting the words ", Applicable Program or Greenhouse Gas Program". (vi) Clause (i)(ii) definition of "Delivery" or "Deliver" is amended by deleting the following phrase "and (ii) the actual transfer of such Product under such Applicable Tracking System from the REC Account of Seller or its designee to the REC Account of Buyer or its designee after Receipt of such Product by such Buyer or its designee, in each case in accordance with each Applicable Tracking System and Applicable Program". (vii) Schedule RP is amended by adding a new definition as follows: (A) Schedule RP "Standard REC" is amended by adding the sentence "Unless otherwise specified in a Confirmation, the default Product thereunder shall be a Standard REC." to the end of the definition. 42 4007679.v3 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El 888734 IN WITNF.S� Wi�I:RI:()I , the parties have executed this Schedule by their duly authorized officers as of the date hereof. / CIT4-f ET N, TEXAS PACIFIC SUMMIT ENERGY LLC By: By: Namc[d� Name: Eijiro Nagao TitleTitle: President & Chairman Dates Date: July 15, 2025 Approved as to form: tkyelka-ssolf, City Attorneys 43 4007679.v3 " Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El BB8734 PARAGRAPH 13 to the ISDA CREDIT SUPPORT ANNEX dated as of July 15, 2025 between City of Georgetown, TEXAS a home -rule municipal corporation that owns and operates a municipal electric utility system ("Party A") and, Pacific Summit Energy LLC, a limited liability company organized under the laws of the State of Delaware ("Party B") Paragraph 13. Elections and Variables (a) Security Interest for "Obligations". The term "Obligations" as used in this Annex includes the following additional obligations: With respect to Party A: None With respect to Party B: None (b) Credit Support Obligations. (i) Delivery Amount, Return Amount and Credit Support Amount. (A) "Delivery Amount" has the meaning specified in Paragraph 3(a). (B) "Return Amount" has the meaning specified in Paragraph 3(b). (C) "Credit Support Amount" has the meaning specified in Paragraph 3; provided, however, in no event will the Credit Support Amount be an amount lower than the sum of the Pledgor's Independent Amounts; and further provided, the Credit Support Amount will be deemed to be zero on any Valuation Date in which there are no Transactions outstanding and Party A and Party B have no obligations, contingent or otherwise, to each other under this Agreement or any Credit Support Document. (ii) Eligible Collateral. The following items will qualify as "Eligible Collateral" for the party specified: Valuation Party A Party B Percentage Cash X X 100% (iii) Other Eligible Support. The following items will qualify as "Other Eligible Support" for Party A and for Party B: 4007689.v2 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 Letter of Credit (iv) Thresholds. 4007689.v2 Valuation Party A Party B Percentage X X 100% unless either (i) a Letter of Credit Default shall apply with respect to such Letter of Credit or (ii) twenty (20) or fewer Local Business Days remain prior to the expiration of such Letter of Credit, in which case the Valuation Percentage shall be 0. (A) "Independent Amount" means: with respect to Party A, Not Applicable, and with respect to Party B, Not Applicable. (B) "Threshold" means, with respect to Party A, (a) the lower of (i) the amount set forth below opposite the lower of the Credit Ratings in effect on any Valuation Date for such party (or its Credit Support Provider, if such party has one) or (ii) if such party's obligations hereunder are supported by a guaranty issued by such party's Credit Support Provider, the amount of such guaranty in force or effect; or (b) zero if on the relevant date of determination an Event of Default or Potential Event of Default with respect to such party has occurred and is continuing: Party A Threshold U.S. $15,000,000 U.S. $10,000,000 U.S. $5,000,000 U.S. $.2,500,000 U.S. $0 Standard & Poor's Moody's Investors Ratings Services Rating Service Rating A- and above BBB+ BBB BBB - BB+ or below or unrated A3 and above Baal Baal Baa3 Bat or below or unrated "Threshold" means, with respect to Party B, (a) the lower of (i) the amount set forth below opposite the lower of the Credit Ratings in effect on any Valuation Date for such party (or its Credit Support Provider, if such party has one) or (ii) the amount of the guaranty provided or (iii) if such party's obligations hereunder are supported by a guaranty issued by such party's Credit Support Provider, the amount of such guaranty in force or effect; or (b) zero if on the relevant date of determination an Event of Default or Potential Event of Default or with respect to such party has occurred and is continuing: Party B's Guarantor Threshold U.S. $15,000,000 U.S. $10,000,000 U.S. $5,000,000 Standard & Poor's RatinL's serviccs Ratin A- and above BBB+ BBB 12 Moody's Investors Service Rating A3and above Baal Baal ' Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El BB8734 (c) (d) (e) U.S. $2,500,000 BBB- Baa3 U.S. $0 BB+ or below or unrated Bal or below or unrated If Party's B Credit Support Provider is rated by either S&P or Moody's, but not both, then the available rating shall detennine the Credit Rating and the associated Threshold. If either S&P or Moody's ceases to be in the business of rating debt securities and such business is not continued by a successor or assign of such entity (the "Discontinued Agency"), the parties shall jointly select a nationally recognized credit rating agency in substitution thereof and agree on the rating level issued by such substitute agency that is equivalent to the ratings specified herein of the Discontinued Agency, whereupon such substitute agency and equivalent rating shall replace the Discontinued Agency and the rating level thereof for purposes of this Agreement. (C) "Minimum Transfer Amount" means with respect to Party A, U.S.$1 and with respect to Party B, U.S.$1. (D) Rounding. The Delivery Amount will be rounded up to the nearest integral multiple of U.S.$100,000 and the Return Amount will be rounded down to the nearest integral multiple of U.S.$100,000. Valuation and Timing. (i) "Valuation Agent" means, for the purpose of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and, for the purposes of Paragraphs 4(d) and 6(d), the Secured Party; provided, however, that in all cases, if an Event of Default or Potential Event of Default or Specified Condition has occurred and is continuing with respect to the party designated as the Valuation Agent, then in such case, and for so long as the Event of Default or Potential Event of Default or Specified Condition continues, the other party shall be the Valuation Agent. "Valuation Date" means each Local Business Day. "Valuation Time" means the close of business on the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date. "Notification Time" means 12:00 p.m., New York time, on a Local Business Day. Conditions Precedent and Secured Party's Rights and Remedies. The following Termination Event(s) will be a "Specified Condition" for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party): Party A Party B Illegality X X Tax Event Tax Event Upon Merger Credit Event Upon Merger X X Additional Termination Event "Transfer Timing" shall be amended to read as follows: 4007689.v2 13 Docusign Envelope ID: AD490816-95D7-4DB1-9453-OB4lE18B8734 "Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than (a) the close of business on the next Local Business Day for Cash and (b) the close of business on the second Local Business Day for Letters of Credit; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than (a) the close of business on the second Local Business Day for Cash and (b) the close of business on the third Local Business Day for Letters of Credit. Notwithstanding the foregoing, the Pledgor will notify the Secured Party no later than the close of business on the Local Business Day in which Cash is due of the Pledgor's intent to transfer a Letter of Credit." (f) Substitution. G) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii). (ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party's consent for any substitution pursuant to Paragraph 4(d): Not Applicable (iii) Notice. For purposes of Paragraph 4(d)(i), the phrase "upon notice" shall be amended to read "upon two Local Business Days' prior written notice". (g) Dispute Resolution. "Resolution Time" means 5:00 p.m. New York time on the Local Business Day following the date on which the notice of the dispute is given under Paragraph 5. (h) Holding and Using Posted Collateral. (i) Eligibility to Hold Posted Collateral: Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); providc that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A or its Credit Support Provider, as applicable, has a Credit Rating from each of S&P and Moody's and the lowest Credit Rating for Party A or its Credit Support Provider, as applicable, is "BBB-" with a stable or positive outlook or higher by S&P or "Baa3" with a stable or positive outlook or higher by Moody's. For the avoidance of doubt and without modification to the foregoing, Party A will not be entitled to hold Posted Collateral in the event Party A or its Credit Support Provider, as applicable, has a Credit Rating of "BBB" with a negative outlook in the case of S&P or "BaO" with a negative outlook in the case of Moody's notwithstanding the absence of any rating change other than the assigning of a negative outlook to an existing Credit Rating. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined in Paragraph 13(h)(ii)). Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable are satisfied: (1) Party B is not a Defaulting Party and Party B or its Credit Support Provider, as applicable, has a Credit Rating from each of S&P and Moody's and the lowest Credit Rating for Party B or its Credit Support Provider, as applicable, is "BBB-" with a stable or positive outlook or higher by S&P or `Baa3" with a stable or positive outlook or higher by Moody's. For the avoidance of doubt and without modification to the foregoing, Party B will not be entitled to hold Posted Collateral in the event Party B or its 4007689.v2 14 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41Ell 8B8734 Credit Support Provider, as applicable, has a Credit Rating of "BBB-" with a negative outlook in the case of S&P or `Baa3" with a negative outlook in the case of Moody's notwithstanding the absence of any rating change other than the assigning of a negative outlook to an existing Credit Rating. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined in Paragraph 13(h)(ii)). If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Paragraph 13(h)(i), then it shall be considered a "Downgraded Party" or a "Downgraded Custodian," as applicable and Posted Collateral shall be maintained in accordance with the last part of Paragraph 13(h)(ii) and Paragraph 6(c) will not apply. An event causing a party or its Custodian to become ineligible to hold Posted Collateral shall be referred to herein as a "Downgrade Event." (ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provide d, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(h)(i), then: (1) the Secured Party will not be entitled to use the Posted Collateral as provided in Paragraph 6(c) for so long as either the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively; and (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as applicable) not later than the close of business on the second Local Business Day following such Downgrade Event all Posted Collateral in its possession or held on its behalf to a Qualified Institution, to a segregated, safekeeping or custody account ("Collateral Account") within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the ownership of the Pledgor, subject to the security interest of the Secured Party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and the Secured Party shall cause it to hold such Posted Collateral in accordance with the terms of this Annex. With respect to a Downgraded Custodian that is acting as Custodian for a Secured Party that is not itself a Downgraded Party, such Secured Party may cause such Downgraded Custodian to transfer all Posted Collateral held by such Downgraded Custodian to the Secured Party, to be held in accordance with the terms of this Annex. (iii) For the purposes of Section 5(a)(iii) of this Agreement, failure by a party or its Custodian to comply with any of the obligations under this Paragraph 13(h) will constitute an Event of Default with respect to such party if the failure continues for two (2) Local Business Days after notice of failure is given to that party. (i) Distributions and interest Amount. (i) Interest Rate. The "Interest Rate" will be: the Federal Funds Overnight rate as from time to time in effect. (ii) Transfer of Interest Amount. The transfer of the Interest Amount will be made on or before three Local Business Days after the last Local Business Day of each calendar month and on any Local Business Day that Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b). 4007689.v2 15 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 (iii) Alternative to Interest Amount. The provision of Paragraph 6(d)(ii) will apply. (j) Additional Representation(s) and Covenants. In respect of Other Eligible Support consisting of a Letter of Credit, the Pledgor (a) represents and warrants that, on the date on which the Pledgor causes its issuance, such Letter of Credit will be the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its terms and (b) covenants and agrees to cause such Letter of Credit to be issued and maintained in accordance with the terms and provisions of Schedule 2 attached hereto, which is made a part of this Annex and the Agreement for all purposes. (k) Other Eligible Support and Other Posted Support. (i) "Value" with respect to Other Eligible Support and Other Posted Support means: In respect of a Letter of Credit on a date, the stated amount then available under the Letter of Credit which can be unconditionally drawn by the Secured Party. (ii) "Transfer" with respect to Other Eligible Support and Other Posted Support means: For purposes of Paragraph 3(a), delivery of the Letter of Credit by the Pledgor to the Secured Party at the address specified in this Annex or delivery of an executed amendment to such Letter of Credit (extending the term or increasing the amount available to the Secured Party thereunder) by the Pledgor to the Secured Party at the address specified in this Annex; and for purposes of Paragraph 3(b), return of the Letter of Credit by the Secured Party to the Pledgor, at the address specified in this Annex, or delivery of an executed amendment to the Letter of Credit in form and substance satisfactory to the Pledgor, reducing the amount available to the Secured Party thereunder by the Pledgor to the Secured Party at the address specified in this Annex. (1) (1) Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement. (m) Addresses for Transfers. Party A: To be provided in notice requesting delivery/return of Eligible Credit Support/Posted Credit Support. Party B: To be provided in notice requesting delivery/return of Eligible Credit Support/Posted Credit Support. (n) Other Provisions. (i) Duty of the Secured Party to Preserve Collateral. Without limiting the generality of the final sentence of Paragraph 6(a), the Secured Party will have no responsibility (A) to inquire or give the Pledgor notice about any decline in the value of, or default under or in respect of, any item of Posted Collateral, or to give the Pledgor notice that any right with respect to any such item may expire or (B) to take any action to seek to sell, to collect payments due under or to enforce or preserve rights relating to any item of Posted Collateral, including conversion, exchange and similar rights that, if not exercised, may expire or adversely affect the value of the item or Posted Collateral. (ii) Costs. Without limiting any other provision of the Agreement, the Pledgor shall pay all costs involved in obtaining and maintaining in effect any Letter of Credit. The Pledgor shall be responsible for, and shall reimburse the Secured Party for, all transfer taxes and other costs involved in the transfer of Posted Credit Support from the Pledgor to the Secured Party or any agent for safekeeping of the Secured Party. If the Secured Party shall incur any loss by reason of the Pledgor's failure to pay any such taxes and costs, the Secured Party shall have the right, in accordance with Paragraph 8 hereof, to draw under any Letter of Credit or liquidate any other Posted Credit Support and apply the proceeds of any drawing under such Letter of Credit or 4007689.v2 16 Docusign Envelope ID: AD490816-95D74D81-9453-01341El8138734 proceeds from liquidation of Posted Credit Support, and/or the cash equivalent thereof having a Value sufficient to satisfy its claim against the Pledgor for such taxes and costs. (iii) Rights and Remedies Under Paragraph 8(a). Without limitation to the rights afforded the Secured Party hereunder, the Secured Party will be entitled to exercise the rights and remedies provided for in Paragraph 8(a) if the Pledgor fails to pay when due any amount payable by it under Section 6 of this Agreement in connection with a Termination Event, even if the Pledgor is not the Affected Party. (iv) Additional Definitions. Paragraph 12 is hereby amended by adding the following: "Credit Rating" means, with respect to any entity on any date of determination, the respective rating then assigned to its unsecured senior long-term debt or deposit obligations (not supported by third party credit enhancement), by S&P, Moody's or such other rating agency or agencies as are specified; and if no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligations by such rating agency, the general corporate credit rating or long-term issuer rating, as applicable, assigned by such rating agency to such entity. "Letter of Credit" shall mean an irrevocable, non -transferable, standby Letter of Credit, in a form and an expiry reasonably acceptable to the Secured Party, issued by a Qualified Institution, with such changes to the terms in a form as the issuing bank may require and as may be acceptable to the party in whose favor the Letter of Credit is issued "Federal Funds Overnight Rate" means, for the relevant determination date, the rate opposite the caption "Federal Funds (Effective)" as set forth for that day in the weekly statistical release designated as H.15 (519), or any successor publication, published by the Board of Governors of the Federal Reserve System. If on the determination date such rate is not yet published in H.15 (519), the rate for that date will be the rate set in Composite 3:30 P.M. Quotations for U.S. Government Securities for that day under the caption "Federal Funds/Effective Rate." If on the determination date such rate is not yet published in either H.15 (519) or Composite 3:30 P.M. Quotations for U.S. Government Securities, the rate for that date will be determined as if the parties had specified "USD-Federal Funds -Reference Dealers" as the applicable rate. "Moody's" means Moody's Investors Service, Inc. or its successor. "Qualified Institution" means a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof, having assets of at least $10 billion and a Credit Rating of at least "A-" from S&P or "AY' from Moody's "USD-Federal Funds -Reference Dealers" means that the rate for the relevant determination date will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar Federal funds arranged by each Reference Dealer prior to 9:00 a.m., New York City time, on that day. "S&P" means Standard & Poor's Ratings Group (a division of The McGraw-Hill Companies, Inc.) or its successor. (v) Paragraph 6(d)(i) is hereby amended by adding the following sentence: "Subject to Paragraph 4(a) and only to the extent contemplated in the previous sentence, if a Secured Party receives or is deemed to receive Distributions on a day that is not a Local Business Day, or after its close of business on a Local Business Day, it will Transfer Distributions to the Pledgor on the second following Local Business Day." 4007689.v2 17 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 (vi) Paragraph 7(i) is amended by replacing the words "Eligible Collateral" in the first line with the words "Eligible Credit Support" and the words "Posted Collateral" in the second line with the words "Posted Credit Support". 4007689.v2 18 Docusign Envelope ID: AD490816-95D7-4DB1-9453-OB41E18B8734 Confirmed and Agreed a"f the date first written above. Party A City of Georgct n, rxas By: Name: Title: [' ianw Party B: Pacific Summit Energy LLC Do usvmd by: By: cucrocA-516-A' Name: Eijro Nagao Title: President & Chairman Approved as to form: kye asson, City Attorney 4007689.v2 19 Docusign Envelope ID: AD490816-95D74D81-9453-01341ElBB8734 SCHEDULE 1 TO THE ISDA CREDIT SUPPORT ANNEX [Bank Name] [Bank Address] Irrevocable Letter of Credit No. (All drafts must refer to the above number.) [Insert name and address of beneficiary] Dear Sirs: 1. We hereby establish, at the request and for the account of [name of accountpart ] a [state of incorporation] (the "Company"), in your favor, our Irrevocable Letter of Credit No. (the "Letter of Credit'), for an amount not to exceed the Stated Amount (as hereinafter defined) as in effect from time to time (which amount shall at no time exceed $ ), available immediately and expiring at the close of banking business at our New York office on [insert date that is no later than the initial stated expiration date], or such later date as we shall have agreed to in writing (as such date may be extended in accordance with this Letter of Credit, the "Stated Termination Date"). 2. We hereby irrevocably authorize you to draw on us at sight, in strict conformity with the terms and conditions herein set forth, an aggregate amount not to exceed the Stated Amount of this Letter of Credit in effect at the time of drawing. Each drawing shall be made by delivering or transmitting to us at the address set forth in paragraph 9 of this Letter of Credit, (i) a certificate in the form of Annex I hereto, with the blanks appropriately completed and signed by your officer, and (ii) a draft in the form of Annex 2 hereto, with the blanks appropriately completed and signed by your officer, in each case on or before the Stated Termination Date. If we receive a draft and certificate at our offices on or before 11:00 a.m. on a Business Day, all in strict conformity with the terms and conditions of this Letter of Credit, and on or prior to the termination hereof, we will honor the same after presentation thereof on the same day. If we receive a draft and certificate at such office after 11:00 a.m. (New York City time) on a Business Day, and on or prior to the termination hereof (and in any event not later than 5:00 p.m. (New York City time) on the Stated Termination Date), we will honor the same on the next succeeding Business Day, provided that each such draft and certificate is in strict conformity with the terns and conditions of this Letter of Credit. 3. Each drawing honored by us hereunder shall pro tanto reduce the Stated Amount of this Letter of Credit. 4. The Stated Termination Date of this Letter of Credit shall be automatically extended for an additional [ ] period from the Stated Termination Date then in effect unless at least [ ] days prior to such Stated Termination Date we notify you at the address set forth above by certified mail, return receipt requested of our intent not to renew this Letter of Credit for such additional period. To the extent this Letter of Credit is automatically extended in accordance herewith for any one or more additional [ ] periods, such extensions shall in no event abrogate our sole right not to grant further extensions.] 5. As used herein, the following terms have the following meanings: "Business Day" means a day of the year on which banking institutions in the City of New York are not authorized or obligated by law or regulation to close. 4007689.v2 20 Docusign Envelope ID: AD490816-95D7-4DB1-9453-OB41E1BB8734 "Stated Amount" means, initially, United States Dollars ($ ), which amount shall be reduced automatically upon each drawing (by an amount equal to such drawing). This Letter of Credit is not assignable or transferable, in whole or in part. 7. Except as otherwise expressly stated herein, this Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) of the International Chamber of Commerce, Publication No. 600 (the "Uniform Customs'). This Letter of Credit shall be deemed to be a contract made under the laws of the State of New York and shall, as to matters not governed by the Uniform Customs, be governed and construed in accordance with the laws of said State, without regard to principles of conflicts of law. 8. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended or amplified by reference to any document, instrument or agreement referred to herein, except for Annexes 1 and 2 hereto; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except as expressly set forth above. 9. All demands for payment, notices and other communications to us in respect of this Letter of Credit shall be in writing and addressed and presented to us at [Bank Address], Attention: (or at such other office or offices in as we may designate by written notice to you), and shall make specific reference to this Letter of Credit by number. Such demands, notices and other communications shall be personally delivered to us, or may be sent to us by tested telex or by telecopier on your letterhead signed by an officer, to the following numbers: Telex No.: Telecopier No.: xxx-xxx-xxxx Upon the earliest of (i) the Stated Termination Date or (ii) the date the Stated Amount is equal to zero, this Letter of Credit shall automatically terminate and shall be delivered to us for cancellation. [Bank] By: _ Name: Title: 4007689.v2 21 Very truly yours, Docusign Envelope ID: AD490816-9507-4D81-9453-OB41El868734 SCHEDULE 2 TO THE ISDA CREDIT SUPPORT ANNEX LETTER OF CREDIT PROVISIONS Letters of Credit. Posted Credit Support provided by one party ("X") for the benefit of the other ("Y") in the form of a Letter of Credit shall be subject to the following provisions. (a) Any Letter of Credit shall be delivered to Y to such address as Y shall specify and shall be maintained for the benefit of Y or its designee. X or the issuer of the Letter of Credit shall (i) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit, (ii) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide either a substitute Letter of Credit or other Eligible Credit Support, in each case at least twenty (20) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a bank issuing a Letter of Credit shall fail to honor Y's properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of Y either a substitute Letter of Credit that is issued by a bank acceptable to Y or other Eligible Credit Support, in each case within two (2) Local Business Days after such refusal. (b) Upon the occurrence of a Letter of Credit Default, X agrees to deliver to Y either a substitute Letter of Credit or other Eligible Credit Support, in each case on or before the second Local Business Day after the occurrence thereof (or on or before the fifth Local Business Day after the occurrence thereof if only clause (i) under the definition of Letter of Credit Default applies). "Letter of Credit Default" shall mean with respect to an outstanding Letter of Credit, the occurrence of any of the following events: (i) the issuer of such Letter of Credit shall fail to maintain a Credit Rating of at least "A-" by S&P or "AY' by Moody's; (ii) the issuer of the Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit if such failure shall be continuing after the lapse of any applicable grace period; (iii) the issuer of such Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; (iv) such Letter of Credit shall expire or terminate, or shall fail or cease to be in full force and effect at any time during the tern of this Agreement; or (v) any of the events of the type specified in Section 5(a)(vii) of this Agreement shall occur with respect to the issuer of such Letter of Credit; provided, however, that no Letter of Credit Default shall occur in any event with respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or returned to X in accordance with the terms of this Agreement. (c) As one method of providing additional Posted Credit Support, X may increase the amount of an outstanding Letter of Credit or establish one or more Letters of Credit. (d) (i) A Letter of Credit shall provide that Y may draw upon the Letter of Credit in an amount that is equal to all amounts that are due and owing from X but have not been paid to Y within the time allowed for such payments under this Agreement. A Letter of Credit shall provide that a drawing may be made on the Letter of Credit upon submission to the bank issuing the Letter of Credit of one or more certificates of Y in accordance with the specific requirements of the Letter of Credit. (ii) Upon or at any time after the occurrence of an Event of Default with respect to X, Y may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the bank issuing such Letter of Credit of one or more certificates in accordance with the specific requirements of the Letter of Credit. Cash proceeds received from drawing upon the Letter of Credit shall be deemed Posted Collateral and shall either be (y) applied against all amounts that are due and owing from X but have not been paid to Y within the time allowed for such payments under this Agreement or (z) maintained in accordance with this Annex. Notwithstanding Y's receipt of Cash under the Letter of Credit, X shall 4007689.v2 22 Docusign Envelope ID: AD490816-95D7-4DB1-9453-OB41E18B8734 remain liable to Y for any failure to Transfer sufficient Eligible Credit Support to Y in accordance with the terms of this Annex. In addition, X shall remain liable for any amounts owing to Y and remaining unpaid after the application of the amounts so drawn by Y. (e) Upon or at any time after the occurrence or deemed occurrence of an Early Termination Date as a result of a Termination Event and the failure of X to make all payments due and owing to Y in accordance with the terms of this Agreement, Y may draw on any outstanding Letter of Credit in an amount equal to such amounts owing to it. X shall remain liable for any amounts owing to Y and remaining unpaid after the application of the amounts so drawn by Y. (f) The provisions of this Schcdulc 2 shall constitute agreements for all purposes of this Agreement and this Annex, including Section 5(a)(iii) of this Agreement. 4007689.v2 23 Docusign Envelope ID: AD490816-95D74D81-9453-01341El8B8734 DODD-FRANK ACT REPRESENTATIONS AND REPORTING AMENDING AGREEMENT This Dodd -Frank Act Representations and Reporting Amending Agreement (this "Agreement") is made as of July 15, 2025 , by and between CITY OF GEORGETOWN, TEXAS ("Party A") and PACIFIC SUMMIT ENERGY LLC ("Party B") with respect to Swap Transactions (as defined below) entered into under to that certain ISDA 2002 Master Agreement dated July 15, 2025 between Party A and Party B (each a "Covered Agreement" and collectively with every additional contract or agreement the parties may from time to time hereinafter agree in writing to make subject hereto, the "Covered Agreements"), and amends each Covered Agreement to the extent provided herein. WHEREAS, CFTC Regulation 45.8(d)(2) provides in pertinent part that "the counterparties shall agree as one term of their swap which counterparty shall be the reporting counterparty"; In consideration of the mutual covenants set forth herein, the parties hereto agree as follows: Article 1: Amendment of each Covered Agreement 1.1 The parties hereby amend each Covered Agreement as set forth herein. In the event of any inconsistency between the provisions of this Agreement and a Covered Agreement, this Agreement shall prevail for the purpose of the relevant Swap Transaction. In the event of any inconsistency between the provisions of any confirmation entered into after the date hereof and this Agreement, such confirmation shall prevail for the purpose of the relevant Swap Transaction. Article 2: Definitions; Rules of Construction 2.1 Capitalized terms used in this Agreement and not otherwise defined herein are defined below. "CFTC" means the U.S. Commodity Futures Trading Commission. "CFTC Regulations" means the rules, regulations, orders, supplementary information, guidance, questions and answers, staff letters and interpretations published or issued by the CFTC, in each applicable case as amended, and when used herein may also include specific citations to Titles, Parts or Sections of Title 17 of the Code of Federal Regulations without otherwise limiting the applicability of ©2013 by the International Energy Credit Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS. AUTOMATIC LICENSE — PERMISSION OF THE COPYRIGHT OWNER IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK, AS WELL AS THE RIGHT TO USE ALL OR ANY PORTION IN AGREEMENTS OR THEIR NEGOTIATION. NO AUTHORIZED COPY MAY BE SOLD. WHEN USED AS A REFERENCE, ATTRIBUTION TO THE COPYRIGHT OWNER IS REQUESTED. By making this available, the IECA does not offer legal advice, and all users are urged to consult with their own legal counsel to ensure that their commercial objectives will be achieved and legal interests protected. This document may be periodically reviewed and revised after publication in response to market developments and comments received. The foregoing should not be construed as a warranty or assurance that further revisions will be forthcoming, or of the timeliness or comprehensiveness of such revisions. No claim is made to material copyrighted by others. 3854866.v2 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 E 1888734 other rules, regulations, orders, supplementary information, guidance, questions and answers, staff letters and interpretations. "Commodity Exchange Act" means the U.S. Commodity Exchange Act, as amended, 7 USC Section 1, et seq. "Commodity Option" means a "commodity option" within the meaning of CFTC Regulations. "Eligible Contract Participant" is defined in Section la(18) in the Commodity Exchange Act. "Historical Swap" means a "pre -enactment swap" within the meaning of CFTC Regulation 46.1 or a "transition swap" within the meaning of CFTC Regulation 46.1, in either case entered into under a Covered Agreement. "Notice Procedures" means (i) the procedure specified in a Covered Agreement regarding delivery of notices or information to a party; and (ii) such other means for the delivery of notices or information to a party as may be agreed in writing between the parties from time to time. "Reporting Counterparty" means the party designated as such for those categories of Swaps so identified in Exhibit A, or as otherwise agreed to by the parties in a Swap Transaction. "Reportable Event" means any event that results in a Swap under a Covered Agreement or in a change to the primary economic terms of such a Swap, including execution, termination, assignment, novation, exchange, transfer, amendment, conveyance, or extinguishing of rights or obligations of a Swap. "SDR" means a registered "swap data repository" as defined in Section 1 a(48) of the Commodity Exchange Act and CFTC Regulations. "Swap" means a "swap" as defined in the Section 1 a(47) of the Commodity Exchange Act and CFTC Regulations. "Swap Transaction" means a transaction between the parties under a Covered Agreement involving a Swap. "Trade Option" means a Commodity Option between the parties under a Covered Agreement that meets the conditions contained in CFTC Regulation 32.3(a). 2.2 As used in this Agreement, (i) "or" is not necessarily exclusive; ii"hereof," "herein," "hereunder," and similar words refer to this Agreement in its entire m "Articles" "Sections" and g entirety; (...) , "Exhibits" refer to Articles, Sections and Exhibits hereof unless otherwise stated or indicated; (iv) "including" is not limiting and means "including without limitation"; (v) all references to a particular entity include a reference to such entity's successors and (if applicable) permitted assigns; and (vi) all references to a Covered Agreement or any other agreement include such Covered Agreement or other agreement as amended. Article 3: Representations 3.1 Each party represents to the other as of the date hereof that: (a) it is duly organized or incorporated and in good standing under the laws of the jurisdiction of its organization or incorporation; 2 3854866.v2 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 (b) it has all requisite power and authority and, if applicable, third party and regulator consents, necessary to execute and perform this Agreement; and (c) the information concerning it set forth on Exhibit A is true, correct and complete. 3.2 Without limiting the representations of the parties to each other under the applicable Covered Agreement, but amending such representations to the extent inconsistent herewith, each party represents to the other as of the date hereof, and as of the time of each Reportable Event, unless otherwise stated on Exhibit A or in a subsequent notice delivered to the other party, that it is, and any guarantor, credit support provider or pledgor of assets in support of its obligations are each, an Eligible Contract Participant. 3.3 No event of default, termination event, grounds to vitiate, rescind, cancel or otherwise terminate a Swap, or other similar event shall be deemed to occur under a Covered Agreement or any other contract between the parties solely on the basis of a breach of any covenant or agreement set forth solely in Section 3.4 or Article 4 of this Agreement; provided, however, that nothing in this Section 3.3 shall prejudice any other right or remedy of a party at law or under such Covered Agreement or any other contract in respect of any misrepresentation or breach hereunder or thereunder. This Section 3.3 shall not limit or alter a party's termination rights or remedies, if any, applicable to a breach of any representation, warranty, covenant, or agreement that is not set forth solely in Section 3.4 or Article 4. Any provisions in a Covered Agreement that limit the liability of one party to the other party are not amended or affected by this Agreement. 3.4 Each party will promptly notify the other party, before any Reportable Event in accordance with the Notice Procedures, if any representation made by such party in Exhibit A or this Agreement becomes incorrect or misleading in any material respect, and will update such representation in accordance with the Notice Procedures. Article 4: Reporlim-, 4.1 The parties hereby agree as one term of each Swap Transaction that the Reporting Counterparty designated in Exhibit A for such Swap Transaction shall be the reporting counterparty. For each Reportable Event, the Reporting Counterparty designated in Exhibit A will report to an SDR everything that is required to be reported by the "reporting counterparty" or "reporting party" under CFTC Regulations 43.3(a), 45.8, and 46.5, and to the extent CFTC Regulations provide that the party other than the Reporting Counterparty is to be the "reporting counterparty" or "reporting party," the Reporting Counterparty is appointed as its "third party service provider" under CFTC Regulations 45.9 and 46.6. 4.2 With respect to Swap Transactions that are Trade Options, each party will report everything that is required to be reported by it under CFTC Regulation Part 32. 4.3 The Reporting Counterparty will provide to an SDR, or if no SDR is available to receive the information of the Reporting Counterparty, to the CFTC, everything that is required to be provided under CFTC Regulation 50.50 (b) regarding the election (if any) of the exception to the clearing requirement under Section 2(h)(7)(A) of the Commodity Exchange Act. If a party elects the exception to the clearing requirement under Section 2(h)(7)(A) of the Commodity Exchange Act, (i) it represents as of the date of each Swap Transaction for which such election is made that it has provided the annual filing described in CFTC Regulation 50.50(b)(2) less than one year before the date of such Swap 3 3854866.v2 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El 8B8734 Transaction and the information therein remains true, correct and complete; or (ii) if it has not provided the annual filing described in CFTC Regulation 50.50(b)(2) less than one year before the date of such Swap Transaction, it will provide the Reporting Counterparty with the information set forth in CFTC Regulation 50.50(b)(1)(iii) and represents as of the date of such Swap Transaction that the information is true, correct and complete. Upon request, a party electing the end -user exception for any Swap Transaction will provide the other party with a copy of its current annual filing described in CFTC Regulation 50.50(b)(2). 4.4 Each party will provide to the other party any information reasonably requested by such other party to enable such other party to comply with CFTC Regulations in connection with any Swap Transaction. 4.5 The party that is not the Reporting Counterparty with respect to a Swap Transaction will promptly notify the Reporting Counterparty of the occurrence of a "life cycle event" (as defined in CFTC Regulation 45.1) in respect of such Swap Transaction, that is related to a corporate event (the meaning of "corporate event" as used in CFTC Regulation 45.1 to be reasonably determined by such party that is not the Reporting Counterparty unless and until the CFTC issues a specific definition of such term) in respect of the non -Reporting Counterparty, no later than noon Central U.S. Time on the applicable "business day" (as that term is defined in CFTC Regulation 45.1) with sufficient detail regarding such life cycle event to allow the Reporting Counterparty to comply with CFTC Regulation 45.4(c), provided, however that nothing herein requires a party to provide material non-public information respecting its securities to the Reporting Counterparty. 4.6 The parties shall seek to agree at the time a transaction is executed whether the transaction is a Swap, a Trade Option or a contract excluded from the defined term "Swap" or otherwise exempt from reporting. If the parties fail to so agree, the Reporting Counterparty shall determine and advise the other party prior to or concurrently with the execution of such transaction that it will report the transaction as a Swap Transaction or a Trade Option; provided however, a determination made solely by the Reporting Counterparty shall not preclude the other party from making its own determination, and shall not constitute an agreement by the parties, as to whether the transaction is a Swap, a Trade Option, or a contract excluded from the defined term "Swap" or otherwise exempt from reporting. 4.7 Notwithstanding any restrictions on disclosure to the contrary in any Covered Agreement or in any non -disclosure, confidentiality or similar agreement between the parties, each party consents to the disclosure of information only to the extent required by CFTC Regulations and only to the persons or entities contemplated by those CFTC Regulations. Article 5: Trade Options 5.1 As of the time of each offer to enter into a Swap Transaction that is or may be a Commodity Option, and each Reportable Event in respect of such Swap Transaction, each party represents to the other, for each Commodity Option that by its terms can be exercised for physical settlement or that the parties have agreed pursuant to Section 4.6 hereof is a Trade Option, that it (1) is a producer, processor, or commercial user of, or a merchant handling the commodity that is the subject of the Commodity Option or the products or by-products thereof, (ii) is entering into the Commodity Option solely for purposes related to its business as such; and (iii) intends to physically settle the Commodity Option, so that if exercised, the Commodity Option will result in the sale of an "exempt commodity" (as defined in Section la(20) of the Commodity Exchange Act) or an "agricultural commodity" (as defined in CFTC Regulation 1.3(zz)) for immediate or deferred shipment or delivery. 4 3854866.v2 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 Article 6: Miscellaneous 6.1 This Agreement (1) is governed by the law specified to govern the applicable Covered Agreement for the applicable Swap Transaction; (ii) may be executed and delivered in counterparts (including by facsimile transmission or PDF files), all of which taken together shall constitute one and the same instrument; and (iii) does not create a partnership or joint venture between the parties. 6.2 Each party, upon the reasonable request of the other, will perform such further acts and execute such further documents as may be necessary to carry out the essential intent and purpose hereof. 6.3 Any part hereof that is or becomes invalid, illegal, or unenforceable may be severed from the remainder hereof, and to the extent possible, the parties will use reasonable efforts to replace any such part with provisions that preserve their original intent. 6.4 This Agreement does not create any third -party beneficiaries that are in addition to those provided under a Covered Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITY OF GEOVG)ETOWN, TEXAS PACIFIC SUMMIT ENERGY LLC Doc u5ipnrd hy: k0 O� By: BY: Name.-55a.-Vn C Name: Eijiro Nagao Title: 1A Title: President & Chairman 5 3854866.v2 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El868734 EXHIBIT A Party A: _City of Georgetown, Texas, a home- Party B: Pacific Summit Energy LLC rule municipal corporation that owns and operates a municipal electric utility system CICl/Legal Entity Identifier: CICl/Legal Entity Identifier: 54930OBS07ULYERIVM97 U2DTYP8UP46H4ZKD 129 Principal Address: Principal Address: 808 Martin Luther KING, JR. ST 2010 Main Street, Suite 1200 GEORGETowN, TX 78626 Irvine, CA 92614 Phone: 512-930-8158 Phone: 949-777-3218 Fax: 512-931-7657 Fax: 949-777-3244 Email: sk e.masson cor etowntexas. ov Email: Le al acificsummitener .com Guarantor, if applicable: Guarantor, if applicable: Sumitomo Corporation of Americas Address: Address: 300 Madison Ave Phone: New York, NY 10017 Fax: Email: Phone: 212-207-0700 Fax: 212-207-0456 Email: Reporting Counterparty: select only one) ❑ Party A I x❑ Party B ❑ Other[spccifyl Swap Data Re ositor ies selected by the Reporting Counter ar ies : SDR if Party A is a/the Reporting Counterparty: SDR if Party B is a/the Reporting Counterparty: ICE Trade Vault Reportable Events to be reported by Reporting Counterparty: ❑ Historical Swaps entered into prior to the date hereof ❑x Reportable Events on or after the date hereof including in respect of Historical Swaps ❑ Reportable Events on or after the date hereof excluding in respect of Historical Swaps ❑ Historical Swaps as used in this election excludes cleared Historical Swaps Swap Dealer within the meaning of Section la(49) of the Commodity Exchange Act and CFTC Regulations: Party A: Party B: ❑ Yes ❑ Yes X No ❑x No Major Swap Participant within the meaning of Section la(33) of the Commodity Exchange Act and CFTC Regulations: Party A: Party B: ❑ Yes ❑ Yes X No ❑x No Eligible Contract Participant: Party A: Party B:❑x Yes X Yes ❑ No 3854866.v2 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41E18B8734 ❑ No U.S. person within the meaning of CFTC Regulations: Party A: Party B: X Yes 0 Yes ❑ No ❑ No 3854866.v2 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 Financial Entity within the meaning of CFTC Party A: ❑ Yes X No within the meaning of CFTC Party A: X Yes ❑ No ❑ If Yes, check if the following applies: "owns or operates electric or natural gas facilities or electric or natural gas operations (or anticipated facilities or operations), supplies natural gas and/or electric energy to other utility special entities, has public service obligations (or anticipated public service obligations) under Federal, State or local law or regulation to deliver electric energy and/or natural gas service to utility customers, or is a Federal power marketing agency as defined in Section 3 of the Federal Power Act (16 U.S.C. 796(19))" Other information if requested: Ultimate Parent (legal entity name of the company that owns or controls the counterparty, and that itself has no parent cntitN): gulations• Party B: ❑ Yes ❑X No nations: Party B: ❑ Yes ❑x No ❑ If Yes, check if the following applies: "owns or operates electric or natural gas facilities or electric or natural gas operations (or anticipated facilities or operations), supplies natural gas and/or electric energy to other utility special entities, has public service obligations (or anticipated public service obligations) under Federal, State or local law or regulation to deliver electric energy and/or natural gas service to utility customers, or is a Federal power marketing agency as defined in Section 3 of the Federal Power Act (16 U.S.C. 796(19))" Ultimate Parent (legal entity name of the company that owns or controls the counterparty, and that itself has no parent entity): Sumitomo Corporation ❑ Check if 100% owned by above entity I ❑x Check if 100% owned by above entity 3854866.v2 Docusign Envelope ID: AD490816-95D74D81-9453-01341El8138734 (Bilateral Form) (ISDA Agreements Subject to New York Law Only) ISDAR International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the 2002 Master Agreement dated as of July 15, 2025 between CITY OF GEORGETOWN, TEXAS and PACIFIC SUMMIT ENERGY LLC ("Party A") ("Part' B") This Annex supplements, forms part of, and is subject to, the above -referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party. Accordingly, the parties agree as follows: — Paragraph 1. Interpretation (a) Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail. (b) Secured Party and Pledgor. All references in this Annex to the "Secured Party" will be to either party when acting in that capacity and all corresponding references to the "Pledger" will be to the other party when acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties. Paragraph 2. Security Interest Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party. Copyright 0 1994 by International Swaps and Derivatives Association, Inc. Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 Paragraph 3. Credit Support Obligations (a) Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Delivery Amount" applicable to the Pledger for any Valuation Date will equal the amount by which: (i) the Credit Support Amount exceeds (ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party. (b) Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party's Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Return Amount' applicable to the Secured Party for any Valuation Date will equal the amount by which: (i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party exceeds (ii) the Credit Support Amount. "Credit Support Amount" means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor's Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero. Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions (a) Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that: (i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and (ii) no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party. (b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter. (c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation). iSDA®1994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB4lE18B8734 (d) Substitutions. (i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the "Substitute Credit Support"); and (ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the "Substitution Date"); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support. Paragraph 5. Dispute Resolution If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (1) above or (Y) the date of Transfer in the case of (11) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then: (i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by: (A) utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute; (B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid -market from Reference Market -makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent's original calculations will be used for that Transaction (or Swap Transaction); and (C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support. (ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to Paragraph 13. Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer. ISDA01994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El BB8734 Paragraph 6. Holding and Using Posted Collateral (a) Care of Posted Collateral. Without limiting the Secured Party's rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto. (b) Eligibility to Hold Posted Collateral; Custodians. (i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a "Custodian") to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor's obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting. (ii) Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions. (iii) Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions. (c) Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to: (i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and (ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for either. For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above. (d) Distributions and Interest Amount. (i) Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). 4 ISDA81994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB4lE18B8734 (ii) Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2. Paragraph 7. Events of Default For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party if: (i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party; (ii) that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or (iii) that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party. Paragraph 8. Certain Rights and Remedies (a) Secured Parry's Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledger has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledger (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived. 5 ISDA81994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El BB8734 (b) Pledgor's Rights and Remedies. If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement): (i) the Pledger may exercise all rights and remedies available to a pledger under applicable law with respect to Posted Collateral held by the Secured Party; (ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any; (iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and (iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledger may: (A) Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledger with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor. (c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b). (d) Final Returns. When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any. Paragraph 9. Representations Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that: (i) it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien; (ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2; (iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third -party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and (iv) the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2. 6 ISDA®1994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 Paragraph 10. Expenses (a) General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection herewith. (b) Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party's rights under Paragraph 6(c). (c) Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties. Paragraph It. Miscellaneous (a) Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed. (b) Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount. (c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party's rights under Paragraph 6(c). (d) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner. (e) Demands and Notices. All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13. (f) Specifications of Certain Matters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly. ISDA®1994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB4lE18B8734 Paragraph 12. Definitions As used in this Annex — "Cash" means the lawful currency of the United States of America. "Credit Support Amount" has the meaning specified in Paragraph 3. "Custodian" has the meaning specified in Paragraphs 6(b)(i) and 13. "Delivery Amount" has the meaning specified in Paragraph 3(a). "Disputing Party" has the meaning specified in Paragraph 5. "Distributions" means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein. "Eligible Collateral" means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13. "Eligible Credit Support" means Eligible Collateral and Other Eligible Support. "Exposure" means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid -market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of "Market Quotation"). "Independent Amount" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero. "Interest Amount" means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows: (x) the amount of that Cash on that day; multiplied by (y) the Interest Rate in effect for that day; divided by (z) 360. "Interest Period" means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred. "Interest Rate" means the rate specified in Paragraph 13. "Local Business Day", unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex. 8 I SDA®1994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 E 18138734 "Miuiantrtr Transfer Amount" means. with respect to a party, the amount specified as such for that party in Paragraph 13: if no amount is specified, zero. "Notification Time "has the meaning specified in Paragraph 13. "Obligations" means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13. "Other Eligible Support" means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13, "Other Posted Support " means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party. "Pledgor" means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or 6i) has "Transferred Eligible Credit Support under Paragraph 3(a). "Posted Collateral" means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash. "Posted Credit Support" means Posted Collateral and Other Posted Support. "Recalculation Date" means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the "Recalculation Date" means the most recent Valuation Date under Paragraph 3. "Resolution Time" has the meaning specified in Paragraph 13. "Return Amount" has the meaning specified in Paragraph 3(b). "Secured Par v" means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support. "Specified Condition" means, with respect to a party, any event specified as such for that party in Paragraph 13. "Substitute Credit Support" has the meaning specified in Paragraph 4(d)(i). "Substitution Date" has the meaning specified in Paragraph 4(d)(ii). "Threshold" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero. "Transfer" means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable: (i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient; (ii) in the case of certificated securities that cannot be paid or delivered by book -entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient; (iii) in the case of securities that can be paid or delivered by book -entry, the giving of written instructions to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and (iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13. 9 ISDA01994 Docusign Envelope ID: AD490816-95D74D81-9453-01341ElBB8734 "Valuation Agent" has the meaning specified in Paragraph 13. "Valuation Date" means each date specified in or otherwise determined pursuant to Paragraph 13. "Valuation Percentage" means, for any item of Eligible Collateral, the percentage specified in Paragraph 13. "Valuation Time" has the meaning specified in Paragraph 13. "Value" means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to: (i) Eligible Collateral or Posted Collateral that is: (A) Cash, the amount thereof; and (B) a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any; (ii) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and (iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13. 10 ISDA®I994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El8138734 Paragraph 13. Elections and Variables (a) Security Interest for "Obligations". The terns "Obligations" as used in this Annex includes the following additional obligations: Withrespect to Party A: .................................................................................................................................................. Withrespect to Party B: .................................................................................................................................................... (b) Credit Support Obligations. (i) Delivery Amount, Return Amount and Credit Support Amount. (A) "Delivery Amount" has the meaning specified in Paragraph 3(a), unless otherwise specified here: .............................................................................................................................................................................. (B) "Return Amount" has the meaning specified in Paragraph 3(b), unless otherwise specified here:.............................................................................................................................................................................. (C) "Credit Support Amount" has the meaning specified in Paragraph 3, unless otherwise specified here: .............................................................................................................................................................................. (ii) Eligible Collateral. The following items will qualify as "Eligible Collateral" for the party specified: Party A Party B Valuation Percentage (A) Cash [ ] [ ] [ ] (B) negotiable debt obligations issued by the U.S. Treasury [ ] [ ] [ ] % Department having an original maturity at issuance of not more than one year ("Treasury Bills") (C) negotiable debt obligations issued by the U.S. Treasury [ ] [ ] [ ] % Department having an original maturity at issuance of more than one year but not more than 10 years ("Treasury Notes") (D) negotiable debt obligations issued by the U.S. Treasury [ ] [ ] [ ] % Department having an original maturity at issuance of more than 10 years ("Treasury Bonds") (E) other: .................................................................................... [ ] [ ] [ ] % (iii) Other Eligible Support. The following items will qualify as "Other Eligible Support" for the party specified: Party A Party B (A)................................................................................................ [ ] [ ] (B)................................................................................................ [ ] [ ] ISDAR1994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 El 8B8734 (iv) Thresholds. (A) "IndependentAmount" means with respect to Party A: $ ............................... "Independent Amount" means with respect to Party B: $ ............................... (B) "Threshold" means with respect to Party A: $................................................... "Threshold" means with respect to Party B: $................................................... (C) "Minimum Transfer Amount" means with respect to Party A: $...................................................... "Minimum Transfer Amount" means with respect to Party B: $...................................................... (D) Rounding. The Delivery Amount and the Return Amount will be rounded [down to the nearest integral multiple of $.... /up and down to the nearest integral multiple of $...., respectively*]. (c) Valuation and Timing. (i) "Valuation Agent" means, for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and, for purposes of Paragraph 6(d), the Secured Party receiving or deemed to receive the Distributions or the Interest Amount, as applicable, unless otherwise specified here: .......................................... (ii) "Valuation Date" means: .................................................................................................................................... (iii) "Valuation Time" means: [ ] the close of business in the city of the Valuation Agent on the Valuation Date or date of calculation, as applicable; [ ] the close of business on the Local Business Day before the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date. (iv) "Notification Time" means 1:00 p.m., New York time, on a Local Business Day, unless otherwise specifiedhere: .................................................................................................................................................................... (d) Conditions Precedent and Secured Party's Rights and Remedies. The following Termination Event(s) will be a "Specified Condition" for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party): Party A Party B Illegality J [ ] Tax Event J [ ] Tax Event Upon Merger J [ ] Credit Event Upon Merger J J [ ] Additional Termination Event(s):1 ............................................................................ [ ] [ ] ............................................................................ [ ] [ ] * Delete as applicable. If the parties elect to designate an Additional Termination Event as a "Specified Condition", then they should only designate one or more Additional Termination Events that are designated as such in their Schedule. 12 ISDA81994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41 E1 BB8734 (e) Substitution. (i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii), unless otherwise specified here: ...................................................................................................................................................................................... (ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party's consent for any substitution pursuant to Paragraph 4(d): [applicable/inapplicable*]z (f) Dispute Resolution. (i) "Resolution Time" means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5, unless otherwise specified here: ...................................................................................................................................................................................... (ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will be calculatedas follows:........................................................................................................................................................ (iii) Alternative. The provisions of Paragraph 5 will apply, unless an alternative dispute resolution procedureis specified here: .............................................................................................................................................. (g) Holding and Using Posted Collateral. (i) Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party. (2) Posted Collateral may be held only in the Following jurisdictions: ............................................................ (3)................................................................................................................................................................................. Initially, the Custodian for Party A is.................................................................................................................. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party. (2) Posted Collateral may be held only in the following jurisdictions: ............................................................ (3)................................................................................................................................................................................. Initially, the Custodian for Party B is.................................................................................................................... (ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to the [party/parties ] specified here: [ ] Party A [ ] Party B and[that party/those parties'] will not be permitted to:.......................................................................................... Delete as applicable. Z Parties should consider selecting "applicable" where substitution without consent could give rise to a registration requirement to perfect properly the security interest in Posted Collateral (e.g., where a party to the Annex is the New York branch of an English bank). 13 ISDA01994 Docusign Envelope ID: AD490816-95D7-4D81-9453-OB41El868734 (h) Distributions and Interest Amount. (i) Interest Rate. The `Interest Rate" will be: .......................................................................................................... (ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made on the last Local Business Day of each calendar month and on any Local Business Day that Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3 (b), unless otherwise specified here:... ................................................................................................................................................................................................ (iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply, unless otherwise specifiedhere: .................................................................................................................................................................... (i) Additional Representation(s). [Party A/Party B*] represents to the other party (which representation(s) will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that: (i).......................................................................................................................................................................................... (ii).......................................................................................................................................................................................... (j) Other Eligible Support and Other Posted Support. (i) "Value" with respect to Other Eligible Support and Other Posted Support means: ......................................... (ii) "Transfer" with respect to Other Eligible Support and Other Posted Support means: ................................... (k) Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise specified here: PartyA: ................................................................................................................................................................................ .............................................................................. PartyB:.................................................................. .................................................................. (1) Addresses far Transfers. PartyA: ...................................................... PartyB:.......................................................... ............................................................................................................................................................................................ (m) Other Provisions. Delete as applicable. 14 ISDA81994