PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT PREPARED IN CONNECTION WITH PENDING NEGOTIATION DO NOT DISTRIBUTE WITHOUT PRIOR AUTHORIZATION OF CALDERWOOD & HARKNESS LLP
SUMMARY OF PRINCIPAL COMMERCIAL TERMS
POWER PURCHASE AGREEMENT
Saguaro Flats Solar Project — Pecos County, Texas
Prepared by: Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, TX 77002 Tel: (713) 555-8400
Calderwood & Harkness Matter No.: 1015-00002
Prepared for:
Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, TX 77002
Tralvendo National Bank, N.A. (for bankability review) 300 Park Avenue, 15th Floor New York, NY 10022
Version: Working Draft — As of August 4, 2025
Status Legend: Throughout this Term Sheet, the negotiation status of each material provision is indicated by one of the following designations:
[AGREED] — Both parties have reached agreement in principle on this term; language to be finalized in the definitive Power Purchase Agreement.
[SELLER POSITION] — Reflects the position advanced by Saguaro Flats Solar LLC / Calloway-Briggs Renewables Inc. as Seller.
[BUYER POSITION] — Reflects the position advanced by Meridian DataCore Solutions Inc. as Buyer.
[OPEN] — Term remains subject to active negotiation between the parties and has not yet been resolved.
CONFIDENTIALITY NOTICE: This document has been prepared by Calderwood & Harkness LLP at the direction of its client, Calloway-Briggs Renewables Inc., in connection with pending commercial negotiations. This document is protected by the attorney-client privilege, the work product doctrine, and any other applicable protections. Distribution is limited to the persons identified on the distribution list set forth at the end of this document. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this document in error, please contact Brett Callahan at Calderwood & Harkness LLP immediately at (713) 555-8412.
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SECTION 1: PARTIES
1.1 Seller.  Status: [AGREED]
The Seller under the proposed Power Purchase Agreement (the "PPA") shall be Saguaro Flats Solar LLC, a Delaware limited liability company (the "Seller" or the "Project Company").
Manager and Sole Owner — Calloway-Briggs Renewables Inc.
Saguaro Flats Solar LLC is a wholly owned, single-purpose project subsidiary of Calloway-Briggs Renewables Inc. ("CBR"), a Delaware corporation. CBR serves as the Manager of the Project Company and holds 100% of the membership interests therein.
CBR is an independent renewable energy developer and operator founded in 2011. As of the date of this Term Sheet, CBR owns and operates approximately 1.8 GW of solar and wind generation assets located across the ERCOT, SPP, and MISO markets. CBR's development pipeline includes an additional approximately 2.4 GW of solar and battery storage projects in various stages of development and permitting.
Equity Sponsor. Ridgepoint Capital Partners LP ("Ridgepoint") holds approximately 68% of CBR's outstanding common equity. Ridgepoint is a Houston-based private equity firm with approximately $4.8 billion in assets under management focused on energy transition and infrastructure investments. The Managing Partner of Ridgepoint is Alan Driscoll. The remaining approximately 32% of CBR common equity is held by the CBR management team and certain individual investors.
Financial Profile.
Key CBR Contacts:
1.2 Buyer.  Status: [AGREED]
The Buyer under the PPA shall be Meridian DataCore Solutions Inc., a Delaware corporation (the "Buyer" or "Meridian").
Business Description. Meridian is a hyperscale and co-location data center operator. As of the date of this Term Sheet, Meridian operates 14 data center campuses with an aggregate critical IT load of approximately 480 MW, located across Texas, Virginia, Ohio, and Nevada. Meridian has publicly disclosed plans to expand its data center footprint by an additional 200 MW of critical IT load by 2028, with a significant portion of that expansion planned for the ERCOT market.
Financial Profile.
Meridian's investment-grade credit profile is a material consideration in the bankability analysis of the proposed PPA. As discussed in Section 8 below, Seller has requested that Meridian provide a direct corporate guaranty in favor of the Project Company to further support the Buyer's obligations under the PPA.
Key Meridian Contacts:
1.3 Seller's Counsel
Calderwood & Harkness LLP serves as counsel to the Seller and CBR in connection with the negotiation and documentation of the PPA and related transaction documents.
Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, TX 77002 Tel: (713) 555-8400
1.4 Buyer's Counsel
Hargrove & Linden LLP serves as counsel to the Buyer in connection with the negotiation and documentation of the PPA and related transaction documents.
Hargrove & Linden LLP 300 Congress Avenue, Suite 2200 Austin, TX 78701
SECTION 2: PROJECT DESCRIPTION
Status: [AGREED]
The following is a summary description of the Saguaro Flats Solar Project (the "Project" or the "Facility"). A detailed technical description, including site plans, equipment specifications, and layout drawings, will be set forth in Exhibit A to the PPA.
Project Site. The Project is located on approximately 1,400 acres in Pecos County, Texas, on FM Road 1776, approximately 12 miles southeast of Fort Stockton, TX 79735. The site is characterized by flat to gently rolling terrain with excellent solar irradiance consistent with the West Texas resource profile. The Project site is subject to a 35-year ground lease with Redrock Mesa Ranch LP (the "Ground Lease"). The Ground Lease was executed on November 3, 2024, and includes two ten-year renewal options.
EPC Contract. Sunbelt Power Construction LLC ("Sunbelt") has been engaged as the engineering, procurement, and construction ("EPC") contractor for the Project under a fixed-price, turnkey EPC contract. The material terms of the EPC contract are as follows:
Total Estimated Project Cost. The total estimated project cost, inclusive of the EPC contract value, soft costs, land costs, interconnection costs, development fees, and reserve accounts, is approximately $154,300,000. The breakdown is summarized below:
Independent Engineer. Gresham Engineering Advisors Inc. has been retained by Tralvendo National Bank, N.A. on behalf of the lender group to serve as the Independent Engineer for the Project. Gresham's scope of work includes review of the EPC contract, construction monitoring, technical due diligence, and issuance of the Independent Engineer's report in connection with financial close of the construction loan facility.
Interconnection.
The LGIA was executed with West Texas Wires LLC as the Transmission Service Provider. The interconnection facilities required for the Project include a new 345 kV generator lead line of approximately 2.3 miles, a dedicated bay at the Ft. Stockton 345 kV substation, and associated metering and protection equipment. Network upgrades, if any, are expected to be minimal based on the results of the Full Interconnection Study.
Permitting. The Pecos County Conditional Use Permit for the Project was approved by the Pecos County Commissioners Court on February 10, 2025, under Permit No. CUP-2025-012. The CUP authorizes the construction and operation of a solar photovoltaic generation facility on the Project site, subject to standard conditions regarding setbacks, decommissioning, and stormwater management. No other material federal, state, or local permits are outstanding as of the date of this Term Sheet, other than building and electrical permits to be obtained in the ordinary course prior to the commencement of construction.
SECTION 3: CONTRACT STRUCTURE
Status: [AGREED]
The PPA will be structured as a Virtual (Financial) Power Purchase Agreement, also commonly referred to as a Contract for Differences ("CfD"). The key structural features of the CfD are summarized below.
Settlement Mechanics. Under the CfD structure, the parties will settle financially based on the difference between the Contract Price (as set forth in Section 5 below) and the prevailing spot price at the designated settlement hub. There is no physical delivery of electric energy from the Seller to the Buyer. The Seller will sell all electric energy generated by the Facility into the ERCOT wholesale market at the applicable nodal price and will separately receive (or pay, as applicable) the net settlement amount under the CfD.
The settlement mechanics operate as follows:
(a) For each settlement period, the Seller will generate electric energy at the Facility and sell such energy into the ERCOT wholesale market, receiving the applicable ERCOT nodal price at the Facility's point of interconnection.
(b) Simultaneously, for each MWh of Metered Output during such settlement period, the parties will calculate the difference between (i) the Contract Price and (ii) the ERCOT West Hub price (the "Hub Price").
(c) If the Contract Price exceeds the Hub Price for a given settlement period, the Buyer shall pay the Seller an amount equal to the positive difference multiplied by the Metered Output for such period (i.e., the "Buyer Settlement Amount").
(d) If the Hub Price exceeds the Contract Price for a given settlement period, the Seller shall pay the Buyer an amount equal to the positive difference multiplied by the Metered Output for such period (i.e., the "Seller Settlement Amount").
(e) Settlement amounts will be netted on a monthly basis, with the net amount payable by the owing party within twenty (20) Business Days following the end of each calendar month.
Settlement Hub. The designated settlement hub for all CfD calculations shall be the ERCOT West Hub.
No Physical Delivery. For the avoidance of doubt, the PPA does not contemplate the physical delivery of electric energy from the Seller to the Buyer. The Buyer will continue to procure its physical electricity supply through its existing retail or wholesale arrangements. The CfD is a financial hedge instrument designed to provide the Buyer with price certainty and renewable energy attribute coverage, while providing the Seller with contracted revenue to support project finance.
Basis Risk. The parties acknowledge that a basis differential may exist between the ERCOT nodal price at the Facility's point of interconnection and the ERCOT West Hub price used for CfD settlement purposes. The allocation of basis risk is addressed in the context of the curtailment provisions discussed in Section 9 below, which remain under negotiation.
SECTION 4: CONTRACT TERM
Status: [AGREED]
The PPA shall become effective upon execution by both parties; provided, that the commercial and financial obligations of the parties thereunder (including the obligation to settle CfD payments) shall not commence until the occurrence of the COD. The conditions precedent to COD are set forth in Section 12 below.
The 20-year term is measured from the actual COD, as certified by the Independent Engineer and confirmed by the Seller in accordance with the procedures to be set forth in the PPA. In the event that the actual COD occurs later than the expected COD of April 1, 2027, the term of the PPA will shift accordingly, and the PPA expiration date will be the date that is 20 years following such actual COD.
Guaranteed COD / Outside COD Date. The definitive PPA will include a guaranteed COD and an outside COD date, beyond which either party may terminate the PPA if COD has not been achieved. The specific dates for the guaranteed COD and outside COD date are expected to be set as follows, subject to finalization in the definitive PPA:
•  Guaranteed COD: April 1, 2027
•  Outside COD Date: October 1, 2027 (6 months after Guaranteed COD)
•  Delay Liquidated Damages payable by Seller for each day between the Guaranteed COD and the actual COD (rate to be negotiated and set forth in the PPA)
Extension and Renewal. The PPA does not currently contemplate an automatic extension or renewal term. The parties may negotiate in good faith regarding a potential extension prior to the expiration of the initial 20-year term, but neither party shall have any obligation to agree to such extension.
SECTION 5: CONTRACT PRICE AND ESCALATION
Status: [AGREED]
5.1 Contract Price
The initial Contract Price under the PPA shall be $20.00 per MWh, fixed for Contract Years 1 through 5 (where "Contract Year 1" commences on the COD and ends on the first anniversary thereof, and each subsequent Contract Year commences on the anniversary of the COD).
5.2 Annual Escalation
Beginning in Contract Year 6, the Contract Price shall escalate at a rate of 1.50% per annum, compounding annually, on each anniversary of the COD. The escalated Contract Price for any given Contract Year shall be calculated as follows:
Contract Price (Year n) = $20.00 × (1.015)^(n − 5), for n ≥ 6
5.3 Illustrative Price Schedule
The following table sets forth the Contract Price for selected Contract Years. A complete year-by-year price schedule for all 20 Contract Years will be set forth in Exhibit B to the PPA.
5.4 Expected Contract Economics
The following summary sets forth the expected contract economics over the full 20-year term, based on P50 generation estimates.
The aggregate nominal contract value of approximately $140,000,000 over the 20-year term reflects the sum of the annual contracted revenue at P50 generation levels across all Contract Years. This figure is a nominal (undiscounted) aggregate and does not reflect present-value discounting. The blended average effective price of $20.00/MWh (nominal) reflects the weighted average of the escalating Contract Price over the full term, calculated on a simple arithmetic basis given the relatively modest escalation rate.
For purposes of the lender bankability analysis, Tralvendo National Bank and the syndicate lenders will apply their own discount rate assumptions, degradation factors, and downside generation scenarios (P75, P90) to the projected PPA revenue stream. The projected debt service coverage ratios set forth in the financial model prepared by CBR's financial advisor (Whitfield Capital Markets) reflect the P50 revenue case as the base case and the P90 revenue case for purposes of the downside sensitivity.
SECTION 6: AVAILABILITY GUARANTEE
Note: This Section reflects provisions that are currently under active negotiation between the parties. Both the Seller's position and the Buyer's position are presented for each sub-item. The status of each sub-item is [OPEN] unless otherwise noted. This Section is a priority item for resolution, with a target resolution date of August 18, 2025.
6.1 Availability Guarantee Threshold
The PPA will include an availability guarantee pursuant to which the Seller guarantees a minimum level of Facility availability during each measurement period, measured on a rolling 12-month basis. The availability guarantee will be calculated using the following methodology:
Availability (%) = (Available Hours ÷ Period Hours) × 100
where "Available Hours" means the total number of hours during the applicable measurement period in which the Facility was capable of generating electric energy at any capacity level, and "Period Hours" means the total number of hours in the applicable measurement period.
The following hours shall be excluded from both the numerator (Available Hours) and the denominator (Period Hours) for purposes of the availability calculation:
(a) Hours during which the Facility is unavailable due to a Force Majeure event (as defined in Section 10);
(b) Hours during which the Facility is curtailed at the direction of ERCOT or the Transmission Service Provider for reliability reasons;
(c) Hours of scheduled maintenance, up to a maximum of 200 hours per Contract Year, provided that the Seller has provided the Buyer with at least 30 days' prior written notice of such scheduled maintenance and such maintenance is scheduled during periods of lower expected solar irradiance to the extent commercially practicable.
Seller's Position: [SELLER POSITION]
The availability guarantee threshold shall be ≥ 95.0% on a rolling 12-month basis. CBR notes that a 95.0% availability guarantee is consistent with market-standard levels for utility-scale solar PV facilities in ERCOT and reflects a reasonable balance between lender bankability requirements and the practical realities of facility operations, including inverter cycling, tracker maintenance, and periodic module cleaning.
Buyer's Position: [BUYER POSITION]
The availability guarantee threshold shall be ≥ 97.0% on a rolling 12-month basis. Meridian maintains that a 97.0% threshold is achievable for a new-build, Tier-1 equipment solar PV facility and is necessary to protect the Buyer's interest in a reliable hedge instrument. Meridian has cited comparable thresholds in recent ERCOT virtual PPA transactions involving investment-grade corporate offtakers.
Status: [OPEN]
6.2 Availability Liquidated Damages
In the event that the Seller fails to achieve the applicable availability guarantee threshold during any rolling 12-month measurement period, the Seller shall pay the Buyer availability liquidated damages ("Availability LDs") for each full or partial percentage point of shortfall below the guarantee threshold.
Seller's Position: [SELLER POSITION]
For each 1.0% (or portion thereof) by which the Facility's measured availability falls below the guarantee threshold during the applicable measurement period, the Seller shall pay the Buyer an amount equal to 0.50% of the Seller's revenues under the PPA during the preceding 12-month period.
Illustrative Calculation (at P50, Year 1 pricing): 350,000 MWh × $20.00/MWh = $7,000,000 × 0.50% = $35,000 per 1.0% shortfall.
Buyer's Position: [BUYER POSITION]
For each 1.0% (or portion thereof) by which the Facility's measured availability falls below the guarantee threshold during the applicable measurement period, the Seller shall pay the Buyer an amount equal to 1.00% of the Seller's revenues under the PPA during the preceding 12-month period.
Illustrative Calculation (at P50, Year 1 pricing): 350,000 MWh × $20.00/MWh = $7,000,000 × 1.00% = $70,000 per 1.0% shortfall.
Status: [OPEN]
6.3 Availability LD Cap
The PPA will include an annual cap on the aggregate amount of Availability LDs payable by the Seller during any rolling 12-month measurement period.
Seller's Position: [SELLER POSITION]
The aggregate Availability LDs payable by the Seller during any rolling 12-month period shall not exceed 5.0% of the Seller's trailing 12-month revenues under the PPA.
Illustrative Calculation (at P50, Year 1 pricing): $7,000,000 × 5.0% = $350,000 per measurement period.
Buyer's Position: [BUYER POSITION]
The aggregate Availability LDs payable by the Seller during any rolling 12-month period shall not exceed 10.0% of the Seller's trailing 12-month revenues under the PPA.
Illustrative Calculation (at P50, Year 1 pricing): $7,000,000 × 10.0% = $700,000 per measurement period.
Status: [OPEN]
6.4 Termination for Chronic Underperformance
The PPA will include a Buyer termination right triggered by chronic underperformance of the Facility, as measured against a minimum availability floor.
Seller's Position: [SELLER POSITION]
The Buyer may terminate the PPA if the Facility's measured availability (calculated in accordance with Section 6.1) falls below 85.0% in any two (2) consecutive rolling 12-month measurement periods, provided that such underperformance has not been cured by the Seller within 180 days following written notice from the Buyer. Upon termination for chronic underperformance, the Buyer shall receive the Termination Payment described in Section 11.2.
Buyer's Position: [BUYER POSITION]
The Buyer may terminate the PPA if the Facility's measured availability (calculated in accordance with Section 6.1) falls below 90.0% in any single rolling 12-month measurement period, without any requirement for consecutive measurement periods or an additional cure period beyond the initial notice period.
Status: [OPEN]
6.5 Lender Bankability Note
The availability guarantee and LD provisions are directly relevant to the bankability of the PPA and the financial close of the Tralvendo construction-to-term loan facility. The following considerations are noted for purposes of internal client discussion and for the lender's review:
(a) Tralvendo National Bank and the syndicate lenders require that the availability guarantee and LD provisions be structured in a manner consistent with maintaining a minimum Debt Service Coverage Ratio ("DSCR") covenant of 1.30x under the credit agreement.
(b) Based on the financial model prepared by CBR's financial advisor, the projected DSCR at P50 generation and Year 1 pricing is approximately 1.35x. This provides limited headroom above the 1.30x covenant level.
(c) Under the Buyer's proposed LD rate (1.00% per 1.0% shortfall) and LD cap (10.0% of trailing 12-month revenues), the maximum annual LD exposure would be approximately $700,000 at Year 1 pricing. This level of LD exposure, if realized, would reduce the projected DSCR from approximately 1.35x to approximately 1.25x, which would breach the minimum DSCR covenant.
(d) Under the Seller's proposed LD rate (0.50% per 1.0% shortfall) and LD cap (5.0% of trailing 12-month revenues), the maximum annual LD exposure would be approximately $350,000 at Year 1 pricing. This level of LD exposure, if realized, would reduce the projected DSCR from approximately 1.35x to approximately 1.30x, which would satisfy but not exceed the minimum DSCR covenant.
(e) Calderwood & Harkness recommends that the client seek to resolve the availability LD provisions at a compromise level that maintains DSCR headroom above the 1.30x covenant. A separate memorandum dated August 4, 2025 (the "Availability LD Memo") has been prepared by Helen Nakamura and Brett Callahan analyzing potential compromise positions.
SECTION 7: CHANGE OF CONTROL
Note: This Section reflects provisions that are currently under active negotiation between the parties. Both the Seller's position and the Buyer's position are presented. This Section is a priority item for resolution, with a target resolution date of August 18, 2025.
7.1 Seller Change of Control
Definition. A "Seller Change of Control" shall mean the direct or indirect transfer, assignment, sale, pledge, or other disposition of more than 50% of the equity interests in Saguaro Flats Solar LLC (or of the equity interests in CBR, if such transfer results in a change in the ultimate controlling person or entity of Saguaro Flats Solar LLC) to a person or entity that is not an Affiliate of CBR.
Seller's Position: [SELLER POSITION]
The Seller shall provide the Buyer with at least 30 days' prior written notice of any proposed Seller Change of Control. Such notice shall include reasonable identifying information regarding the proposed transferee, including its corporate identity, business description, and creditworthiness. The Buyer may terminate the PPA within 30 days following receipt of such notice only if the proposed transferee (or its parent entity guarantor) fails to satisfy a Minimum Credit Threshold, defined as either (i) a tangible net worth of at least $100,000,000 or (ii) an investment-grade credit rating (BBB− or above) from a nationally recognized rating agency. If the proposed transferee satisfies the Minimum Credit Threshold, the Buyer's consent shall not be required for the Seller Change of Control.
CBR notes that this approach appropriately balances the Buyer's legitimate interest in the creditworthiness of its contractual counterparty with the Seller's (and its equity sponsor's) right to manage and dispose of its investment without undue restriction. A consent-based mechanism, as proposed by the Buyer, would effectively grant the Buyer a veto over any sale, refinancing, or recapitalization of the Project, which is inconsistent with standard market practice for utility-scale renewable energy PPAs.
Buyer's Position: [BUYER POSITION]
Any Seller Change of Control shall require the Buyer's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. In addition, the transferor shall pay the Buyer a consent fee of $1,500,000 per change of control event, payable upon closing of the applicable transfer. The Buyer may terminate the PPA within 60 days following receipt of written notice of a proposed Seller Change of Control if the Buyer does not consent to such transfer.
Meridian maintains that as a long-term corporate offtaker entering into a 20-year contractual commitment, it has a legitimate interest in knowing and approving the identity of the entity that will own and operate the Facility for the duration of the PPA term. The consent fee is intended to compensate the Buyer for the administrative and legal costs associated with reviewing and negotiating the terms of any consent.
Lender Requirement. The credit agreement with Tralvendo National Bank, N.A. (as Administrative Agent) for the $108,000,000 senior secured construction-to-term loan facility requires that (i) any assignment of the PPA or change of control of the Seller receive the Lender's prior written consent, and (ii) the PPA include customary lender-consent-to-assignment and step-in rights provisions. Any change of control provision in the PPA must be consistent with the requirements of the credit agreement and must not create a termination right in favor of the Buyer that would be exercisable without regard to the Lender's consent and step-in rights.
Sponsor Context. Ridgepoint Capital Partners LP currently holds approximately 68% of CBR's outstanding common equity. The change of control provisions in the PPA will directly affect Ridgepoint's ability to exit or monetize its investment in CBR (and, indirectly, in Saguaro Flats Solar LLC). Calderwood & Harkness has been informed by Derek Engstrom (VP, Project Finance & Treasury) that Ridgepoint's current investment thesis contemplates a potential partial or full exit of its CBR position within the next three to five years, and that overly restrictive change of control provisions could impair Ridgepoint's exit flexibility and, consequently, CBR's ability to attract future equity capital.
Status: [OPEN]
7.2 Buyer Change of Control
Seller's Position: [SELLER POSITION]
If the Buyer undergoes a change of control (defined as the acquisition by any person or group of persons acting in concert of more than 50% of the voting equity interests in Meridian DataCore Solutions Inc.), and the successor entity's (or, if applicable, the surviving entity's or acquiring entity's) credit rating from Pinnacle Ratings Group (or an equivalent nationally recognized rating agency) falls below BBB−, the Seller may, at its election, either:
(i) require the Buyer (or its successor) to deliver to the Seller, within 30 Business Days of the Seller's written demand, an irrevocable standby letter of credit in an amount equal to 12 months' estimated payments under the PPA (approximately $7,000,000 based on P50 generation at the then-applicable Contract Price), issued by a bank acceptable to the Seller and having a long-term unsecured credit rating of at least A− from Pinnacle Ratings Group, in form and substance reasonably acceptable to the Seller; or
(ii) terminate the PPA upon 60 days' written notice to the Buyer (or its successor), in which case the Early Termination Payment provisions of Section 11.2 shall apply.
CBR notes that this reciprocal protection is necessary given the 20-year duration of the PPA and the potential for the Buyer's credit profile to deteriorate over time. The Seller's revenue stream under the PPA is a critical component of the Project's cash flow, and the lenders will require assurance that the Buyer (or any successor to the Buyer) will have the financial capacity to perform its obligations throughout the term.
Buyer's Position: [BUYER POSITION]
The Buyer has not proposed any reciprocal change of control protections in favor of the Seller. Meridian's position is that its investment-grade credit rating (BBB, Pinnacle Ratings Group) and substantial market capitalization (~$8.2 billion) provide adequate assurance of the Buyer's creditworthiness, and that the imposition of reciprocal change of control provisions on a publicly traded company of Meridian's size and credit quality is unnecessary and commercially unusual.
Status: [OPEN]
SECTION 8: CREDIT SUPPORT
8.1 Seller Credit Support
Status: [AGREED]
The Seller shall deliver to the Buyer, as a condition precedent to COD, an irrevocable standby letter of credit (the "Seller LC") with the following terms:
The form of the Seller LC will be consistent with market-standard ISP98 or UCP 600 standby letter of credit forms and will be subject to review and approval by the Buyer's counsel and the Lender's counsel.
8.2 Buyer Credit Support
Status: [OPEN]
Seller's Position: [SELLER POSITION]
The Buyer shall deliver to the Seller, as a condition precedent to COD, a direct, irrevocable, unconditional corporate guaranty (the "Buyer Guaranty") executed by Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC, with the following terms:
Rationale for Seller's Request. The Seller's request for a corporate guaranty is based on the following considerations:
(a) The PPA has a 20-year term, during which the Buyer's financial condition and credit rating may change materially;
(b) The Seller's revenue stream under the PPA is the primary source of cash flow for the Project and is the basis upon which the $108,000,000 construction-to-term loan facility has been underwritten;
(c) The syndicate lenders, led by Tralvendo National Bank, have indicated that a Buyer corporate guaranty (or equivalent credit support) is a condition to financial close and is necessary to support the projected DSCR of 1.35x at P50;
(d) The guaranty cap of $14,000,000 is modest relative to Meridian's financial profile (representing less than 0.2% of Meridian's market capitalization and less than 0.7% of Meridian's 2024 revenue), and the provision of such guaranty should not impose any material burden on Meridian's balance sheet or credit facilities.
Buyer's Position: [BUYER POSITION]
The Buyer has not proposed to provide any credit support or corporate guaranty in connection with the PPA. Meridian's position is that its investment-grade credit rating (BBB, Pinnacle Ratings Group), substantial market capitalization (~$8.2 billion), and strong balance sheet provide adequate assurance of the Buyer's ability to perform its obligations under the PPA without the need for additional credit enhancement. Meridian further notes that the provision of a corporate guaranty would require Board of Directors approval and may trigger disclosure obligations under applicable securities laws and Meridian's existing credit agreements.
SECTION 9: CURTAILMENT RISK ALLOCATION
Status: [OPEN]
Note: The curtailment provisions of the PPA are currently under negotiation. This Section summarizes the key issues and the general positions of the parties. Detailed curtailment language will be developed in the definitive PPA once the commercial terms are agreed.
Key Issues. The allocation of curtailment risk is one of the more commercially significant issues in any virtual PPA in the ERCOT market, particularly for solar generation facilities in West Texas, where transmission congestion and negative pricing events have been observed with increasing frequency. The key issues to be addressed in the curtailment provisions include:
(a) Economic Curtailment (Market-Driven). Economic curtailment occurs when the Seller elects to reduce or cease generation at the Facility due to unfavorable market conditions, including negative pricing at the applicable ERCOT node or hub. The allocation of the economic risk associated with such curtailment — i.e., whether the Buyer is obligated to make CfD payments on volumes that the Seller could have generated but elected not to generate — is a threshold commercial issue.
(b) Reliability Curtailment (ERCOT-Directed). Reliability curtailment occurs when ERCOT issues a curtailment order directing the Facility (or the broader transmission zone in which the Facility is located) to reduce output for reliability or transmission constraint reasons. The allocation of the economic risk associated with reliability curtailment — and whether such curtailed volumes should be treated as deemed generation for CfD settlement purposes — is under discussion.
(c) Buyer-Requested Curtailment. In a virtual PPA context, the Buyer does not typically have the ability to direct curtailment, as the Buyer does not control dispatch of the Facility. However, certain provisions may be negotiated to address situations in which the Buyer requests that the Seller curtail generation (e.g., to avoid settlement obligations during periods of very high hub prices that would result in large Seller Settlement Amounts).
(d) ERCOT West Hub Basis Risk and Congestion Exposure. The CfD settles at the ERCOT West Hub, while the Facility physically injects energy at its point of interconnection at the Ft. Stockton 345 kV Substation. The basis differential between the nodal price at the Facility's POI and the West Hub price represents a financial risk that must be allocated between the parties. This basis risk is closely related to the curtailment provisions, as congestion-driven price divergence between the node and the hub is often correlated with curtailment events.
Seller's General Position. The Seller's general position is that the Seller should be compensated at the Contract Price for all MWh that the Facility is capable of generating but is unable to deliver due to curtailment, except in the case of economic curtailment during periods when the ERCOT West Hub price is at or below zero ($0.00/MWh). In such negative pricing periods, the Seller acknowledges that it should bear the risk of economic curtailment, and no CfD payment should be due from the Buyer on curtailed volumes. For all other curtailment events — including ERCOT-directed reliability curtailment and Buyer-requested curtailment — the Seller should receive the Contract Price on deemed generation volumes as if the Facility had operated at its expected output during the curtailment period.
Buyer's General Position. The Buyer's general position is that the Seller should bear the risk of all economic curtailment, regardless of the prevailing hub price, on the basis that the Seller is the party that controls dispatch decisions and bears the generation-side operating risk. The Buyer is willing to compensate the Seller for Buyer-directed curtailment only. For ERCOT-directed reliability curtailment, the Buyer's position is that such risk should be shared between the parties on a negotiated basis, potentially through a curtailment cap or a deemed generation floor.
Resolution of the curtailment provisions is expected to require further commercial discussion between the parties, informed by an analysis of historical curtailment patterns at the Ft. Stockton 345 kV Substation and the ERCOT West Hub, and a review of comparable provisions in recent ERCOT virtual PPA transactions.
SECTION 10: FORCE MAJEURE
Status: [OPEN — definition scope under discussion]
The PPA will include customary force majeure ("Force Majeure" or "FM") provisions excusing the affected party's performance during the continuance of a qualifying FM event. The substantive terms are under discussion; the general framework is summarized below.
10.1 Definition.  "Force Majeure" shall mean any event or circumstance beyond the reasonable control of the affected party that prevents such party from performing its obligations under the PPA, provided that the affected party has exercised commercially reasonable efforts to avoid, mitigate, or overcome such event or circumstance. The definition is expected to include, without limitation, the following qualifying events:
(a) Natural disasters, including earthquakes, floods, hurricanes, tornadoes, wildfires, and other acts of God;
(b) War (whether declared or undeclared), armed conflict, invasion, blockade, embargo, and acts of terrorism;
(c) Governmental actions, including the imposition of sanctions, trade restrictions, or embargoes;
(d) Changes in applicable law or regulation that directly prevent performance;
(e) Grid failure, ERCOT system emergency, or transmission system outage not caused by the affected party;
(f) Labor disputes, strikes, lockouts, or work stoppages affecting the industry generally (but not specific to the workforce of the affected party or its contractors);
(g) Epidemics, pandemics, and public health emergencies declared by a governmental authority of competent jurisdiction.
10.2 Exclusions.  The following events and circumstances shall not constitute Force Majeure:
(a) Economic hardship, changes in market conditions, or unfavorable pricing, including adverse changes in the ERCOT wholesale market price;
(b) Inability to obtain financing or the withdrawal or modification of financing commitments;
(c) Equipment procurement delays, supply chain disruptions, or increases in the cost of equipment or materials, unless such delays or disruptions are directly caused by an otherwise qualifying FM event described in Section 10.1;
(d) Weather conditions within the range of normal historical variance for the Project site (i.e., lower-than-expected solar irradiance that falls within the P50 to P90 range established by the independent solar resource assessment);
(e) Changes in the affected party's financial condition or creditworthiness;
(f) Negligence, willful misconduct, or breach of contract by the affected party or its affiliates, contractors, or agents.
10.3 Consequences.  Upon the occurrence and during the continuance of a qualifying FM event, the affected party shall be excused from performing its obligations under the PPA to the extent that such performance is prevented by the FM event. Specifically:
(a) No Availability LDs shall be assessed against the Seller for any period during which the Facility's unavailability is attributable to an FM event;
(b) FM hours shall be excluded from both the numerator and the denominator of the availability calculation under Section 6.1;
(c) If the FM event affects the Seller's ability to generate and deliver energy, the CfD settlement provisions shall not apply to the extent of the affected generation;
(d) The PPA term shall be extended by a period equal to the duration of any FM event that exceeds a specified threshold (the threshold to be negotiated and set forth in the definitive PPA);
(e) The affected party shall provide prompt written notice of the FM event (within 48 hours of becoming aware of such event) and shall exercise commercially reasonable efforts to mitigate the effects of the FM event and to resume performance as soon as practicable.
10.4 FM Termination Right
Either party may terminate the PPA if a qualifying FM event continues for a period exceeding:
(a) 365 consecutive days; or
(b) 540 cumulative days during the PPA term.
Upon termination for an extended FM event, neither party shall be liable to the other for an Early Termination Payment, and the parties shall be released from their respective obligations under the PPA, provided that any amounts accrued and owing prior to the FM termination date shall remain payable.
SECTION 11: TERMINATION
11.1 Termination Events
Status: Substantive terms agreed in principle; specific triggers and cure periods under discussion
The PPA will be terminable upon the occurrence of any of the following events:
(a) Event of Default by Either Party. A material breach of any obligation under the PPA that remains uncured after the expiration of the applicable notice and cure period. The standard cure period for monetary defaults is expected to be 10 Business Days following written notice, and the standard cure period for non-monetary defaults is expected to be 30 days following written notice (or such longer period as may be reasonably necessary to effect a cure, provided the defaulting party is diligently pursuing such cure).
(b) Insolvency / Bankruptcy. The filing of a voluntary petition in bankruptcy by either party, or the filing of an involuntary petition in bankruptcy against either party that is not dismissed within 90 days, or the appointment of a receiver, trustee, or liquidator for either party or for a substantial portion of either party's assets, or any general assignment for the benefit of creditors by either party.
(c) Chronic Availability Underperformance. The Buyer's termination right triggered by chronic underperformance of the Facility, as described in Section 6.4 above. The specific threshold and measurement period remain in dispute, as described in Section 6.4.
(d) Extended Force Majeure. Either party's termination right triggered by an FM event continuing for more than 365 consecutive days or 540 cumulative days, as described in Section 10.4 above.
(e) Change of Control. A Seller Change of Control or Buyer Change of Control triggering a termination right, as described in Section 7 above. The scope and mechanics of the change of control termination right remain in dispute.
(f) Material Misrepresentation. The discovery that any representation or warranty made by either party in the PPA was materially false or misleading when made, and such misrepresentation has a material adverse effect on the non-defaulting party's rights or obligations under the PPA.
(g) Cross-Default to Project Finance Documents (Seller-Side). An event of default by the Seller or any of its affiliates under the credit agreement with Tralvendo National Bank, N.A. (as Administrative Agent), the security documents, or any other material project finance document, provided that such cross-default does not prejudice the Lender's step-in and cure rights under the Lender Consent Agreement.
11.2 Termination Payment
Status: [OPEN — methodology under discussion]
Upon the early termination of the PPA due to an Event of Default (other than a termination for extended Force Majeure, for which no Termination Payment is payable), the defaulting party shall pay the non-defaulting party an Early Termination Payment calculated in accordance with a methodology to be set forth in the PPA.
The parties are currently discussing two alternative methodologies:
(a) Mark-to-Market Approach. The Early Termination Payment would be calculated as the present value of the difference between (i) the Contract Price and (ii) a replacement price or forward market price for the remaining term of the PPA, multiplied by the expected annual generation (at P50) for each remaining Contract Year, discounted to present value at an agreed discount rate. This approach is intended to approximate the non-defaulting party's loss of bargain.
(b) Formulaic Approach. The Early Termination Payment would be calculated as a fixed percentage of the aggregate remaining contract value (i.e., the sum of the Contract Price multiplied by P50 generation for each remaining Contract Year, undiscounted), with the percentage to be negotiated (potentially in the range of 50% to 75% of remaining undiscounted contract value).
In either case, the parties anticipate that the Early Termination Payment will be subject to:
•  A cap limiting the maximum Early Termination Payment to an agreed amount or percentage (to be negotiated);
•  A floor establishing a minimum Early Termination Payment (to be negotiated);
•  A mitigation obligation requiring the non-defaulting party to use commercially reasonable efforts to mitigate its damages; and
•  Provisions addressing the relationship between the Early Termination Payment and any amounts drawn or available under the Seller LC or the Buyer Guaranty (if agreed).
SECTION 12: CONDITIONS PRECEDENT TO EFFECTIVENESS
Status: [AGREED in principle; specific items being finalized]
The PPA shall become effective and binding upon the parties upon execution by both parties. However, the commercial and financial obligations of the parties (including the obligation to commence CfD settlement) shall not commence until the achievement of the Commercial Operation Date ("COD"). COD shall occur upon the satisfaction or waiver of each of the following conditions precedent (the "COD Conditions"):
1.  Substantial Completion. Delivery to the Buyer of evidence of substantial completion of the Saguaro Flats Solar Project under the fixed-price turnkey EPC contract with Sunbelt Power Construction LLC, including the Independent Engineer's certificate of substantial completion issued by Gresham Engineering Advisors Inc.
2.  ERCOT Interconnection. Completion of the ERCOT interconnection process and commercial energization of the Facility at the Ft. Stockton 345 kV Substation, as evidenced by ERCOT's issuance of a Resource Entity registration and confirmation of commercial operation to the applicable ERCOT protocols.
3.  Seller LC. Delivery to the Buyer of the Seller's irrevocable standby letter of credit in the amount of $7,000,000, issued by Tralvendo National Bank, N.A., in the form attached as Exhibit D to the PPA.
4.  Buyer Corporate Guaranty. Delivery to the Seller of the Buyer's corporate guaranty in the amount of $14,000,000, executed by Meridian DataCore Solutions Inc., in the form attached as Exhibit C to the PPA. (Note: This condition is contingent on the parties reaching agreement on the Buyer credit support provisions described in Section 8.2 above; if the Buyer Guaranty is not agreed, this condition will be deleted.)
5.  Lender Consent Agreement. Execution and delivery of the Lender Consent Agreement by and among Saguaro Flats Solar LLC (as Seller), Meridian DataCore Solutions Inc. (as Buyer), and Tralvendo National Bank, N.A. (as Administrative Agent for the syndicate lenders), in the form attached as Exhibit F to the PPA.
6.  Good Standing Certificates. Delivery to the Buyer of certificates of good standing for each of Calloway-Briggs Renewables Inc. and Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Delaware, dated not more than 30 days prior to the COD.
7.  Insurance. Delivery to the Buyer of evidence of all required insurance coverages, as described in Section 13, including certificates of insurance naming the Buyer as additional insured on applicable policies.
8.  Pecos County CUP. Delivery to the Buyer of a copy of the Pecos County Conditional Use Permit (CUP-2025-012), together with evidence that such permit is in full force and effect and that all conditions thereunder have been satisfied or are being complied with.
9.  Officer's and Manager's Certificates. Delivery to the Buyer of (a) an officer's certificate from an authorized officer of CBR, certifying the accuracy of the Seller's representations and warranties and the satisfaction of the Seller's conditions precedent, and (b) a secretary's or manager's certificate from CBR (as Manager of Saguaro Flats Solar LLC), certifying the organizational documents, resolutions, and incumbency of the Seller's authorized signatories.
10.  Legal Opinions. Delivery to the Buyer of legal opinions from Calderwood & Harkness LLP (as Seller's counsel) covering customary matters, including due organization, authorization, enforceability, no conflicts, and such other matters as the Buyer and its counsel may reasonably request.
SECTION 13: INSURANCE REQUIREMENTS
Status: [AGREED in principle]
The Seller shall procure and maintain, at its sole cost and expense, the following insurance coverages throughout the term of the PPA. Minimum coverage limits, deductibles, and additional terms and conditions will be specified in Exhibit E to the PPA.
During Construction:
During Operations (from COD through PPA expiration):
Insurance Broker. Fieldstone Risk Advisors LLC has been engaged as the insurance broker for the Project and is responsible for the placement and administration of all insurance coverages.
Additional Insured. The Buyer shall be named as an additional insured on the Seller's commercial general liability policy and such other policies as the Buyer may reasonably request. The Lender (Tralvendo National Bank, N.A., as Administrative Agent) shall be named as mortgagee and loss payee on the property and builder's risk policies, as required under the credit agreement.
Waiver of Subrogation. All insurance policies shall include a waiver of subrogation in favor of the Buyer and the Lender, to the extent commercially available.
SECTION 14: LENDER PROVISIONS
Status: [Form drafted; under negotiation with lender's counsel and buyer's counsel]
The PPA will include provisions addressing the requirements of Tralvendo National Bank, N.A. (as Administrative Agent) and the syndicate lenders in connection with the $108,000,000 senior secured construction-to-term loan facility for the Project. The lender provisions are a critical component of the bankability analysis and are required for financial close of the construction loan.
14.1 Construction-to-Term Loan Facility
Syndicate Lenders:
Lender's Counsel: Whitfield Stroval & Cade LLP (Philip Thornton), 51 West 52nd Street, 30th Floor, New York, NY 10019.
14.2 Key Lender-Required PPA Provisions
The following provisions are required by the Lender to be included in the PPA (or, in certain cases, in the Lender Consent Agreement):
(a) Consent to Collateral Assignment. The PPA shall include the Buyer's consent to the collateral assignment of the Seller's right, title, and interest in and to the PPA to Tralvendo National Bank, N.A. (as Administrative Agent for the syndicate lenders) as security for the Seller's obligations under the credit agreement. The Buyer shall acknowledge and agree that the collateral assignment does not relieve the Seller of its obligations under the PPA or constitute a Seller Change of Control.
(b) Lender Step-In Rights. Upon the occurrence of a Seller Event of Default under the PPA, the Lender (or its designee) shall have the right, but not the obligation, to "step in" to the Seller's position under the PPA and to cure any Seller defaults, continue performance of the Seller's obligations, and otherwise exercise the Seller's rights under the PPA.
(c) Lender Cure Rights. The PPA shall provide that the Buyer may not terminate the PPA on account of a Seller Event of Default unless the Buyer has provided the Lender with concurrent written notice of such default and the Lender has failed to cure such default within an adequate cure period. The Lender has requested a cure period of 90 days following the Lender's receipt of notice of the Seller Event of Default (or such longer period as may be necessary for the Lender to exercise its step-in rights through a foreclosure or other realization on the collateral).
(d) Right to Enter Replacement PPA. If the PPA is terminated due to a Seller Event of Default and the Lender has exercised its step-in rights, the Lender (or its designee, including any transferee of the Facility) shall have the right to enter into a replacement PPA with the Buyer on substantially the same terms and conditions as the original PPA (a "Replacement PPA"), and the Buyer shall be obligated to enter into such Replacement PPA upon request by the Lender.
(e) Prior Written Consent to Change of Control. Consistent with the credit agreement, any Seller Change of Control shall require the Lender's prior written consent, in addition to any consent or notice requirements under the PPA itself.
(f) Minimum DSCR Maintenance. The financial model supporting the construction loan underwriting assumes a minimum DSCR covenant of 1.30x. The availability guarantee, LD provisions, and other economic terms of the PPA must be structured to ensure that the projected DSCR (at P50 generation and base-case pricing) is maintained at or above the 1.30x covenant level, after giving effect to the maximum potential LD exposure.
14.3 Lender Consent Agreement
The Lender Consent Agreement will be a three-party agreement executed by the Seller, the Buyer, and the Administrative Agent. The form of the Lender Consent Agreement will be attached as Exhibit F to the PPA. A draft of the Lender Consent Agreement has been prepared by Calderwood & Harkness LLP and is currently under negotiation with Whitfield Stroval & Cade LLP (lender's counsel) and Hargrove & Linden LLP (buyer's counsel). Key negotiation points in the Lender Consent Agreement include the length of the Lender cure period, the scope of the Lender's step-in rights, and the Buyer's obligations with respect to a Replacement PPA.
SECTION 15: TAX CONSIDERATIONS
Status: [AGREED — PPA language to be confirmed]
15.1 Investment Tax Credit
The Project is intended to qualify for the federal Investment Tax Credit ("ITC") under Section 48 of the Internal Revenue Code of 1986, as amended (the "Code"), at a rate of 30% of eligible costs. Potential adders (including the domestic content adder and the energy community adder) are under evaluation and may increase the effective ITC rate if the Project meets the applicable qualification criteria.
15.2 Virtual PPA / CfD Structure and ITC Eligibility
The virtual PPA / CfD structure does not jeopardize the Seller's eligibility for the ITC, as the Seller retains full tax ownership of the Facility. Under the CfD, the Buyer does not acquire any ownership interest in, or title to, the Facility or any component thereof. The Seller will be treated as the owner of the Facility for federal income tax purposes, and the ITC will be claimed by the Seller (or allocated to the Seller's tax equity investors, if applicable).
15.3 PPA Provisions Preserving Tax Ownership
The PPA will include provisions designed to preserve the Seller's status as the tax owner of the Facility for federal income tax purposes, including:
(a) A representation by the Buyer that the CfD is intended to be, and shall be treated as, a financial derivative contract and not a sale, lease, or service contract with respect to the Facility or the electric energy generated thereby;
(b) A covenant by the Buyer not to take any tax reporting position that is inconsistent with the Seller's tax ownership of the Facility;
(c) Provisions ensuring that the Buyer does not have any right to control the operation, maintenance, or dispatch of the Facility;
(d) An acknowledgment that the Buyer has no right to the output of the Facility and that the CfD settlement is a purely financial obligation.
15.4 Tax Analysis
A detailed analysis of the tax considerations associated with the PPA structure has been prepared by Samuel Reeves (Associate, Tax) of Calderwood & Harkness LLP, in a separate memorandum dated July 18, 2025. That memorandum is incorporated herein by reference and is available for review by Tralvendo National Bank, N.A. and its counsel in connection with the bankability review, subject to appropriate common-interest privilege protections.
SECTION 16: REPRESENTATIONS AND WARRANTIES
Status: [AGREED in principle]
The PPA will include customary mutual representations and warranties, as well as party-specific representations and warranties, as summarized below. The representations and warranties will be made as of the date of the PPA execution and, to the extent applicable, will be deemed repeated as of the COD.
16.1 Mutual Representations and Warranties
Each party shall represent and warrant to the other party as follows:
(a) Due Organization and Good Standing. Such party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification.
(b) Corporate Authority. Such party has full corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under the PPA and all related transaction documents, and the execution, delivery, and performance of the PPA have been duly authorized by all necessary corporate or organizational action.
(c) No Conflicts. The execution, delivery, and performance of the PPA do not and will not (i) violate such party's organizational documents, (ii) violate any applicable law, regulation, or order, or (iii) result in a breach of, or constitute a default under, any material agreement to which such party is a party.
(d) Binding Obligation. The PPA constitutes a legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.
(e) No Litigation. There is no pending or, to such party's knowledge, threatened litigation, arbitration, or governmental proceeding that would reasonably be expected to materially impair such party's ability to perform its obligations under the PPA.
(f) Compliance with Laws. Such party is in material compliance with all applicable federal, state, and local laws, regulations, and orders.
16.2 Seller-Specific Representations and Warranties
In addition to the mutual representations set forth above, the Seller shall represent and warrant to the Buyer as follows:
(a) Valid Title / Leasehold. The Seller holds a valid leasehold interest in the Project site pursuant to the Ground Lease with Redrock Mesa Ranch LP, and the Ground Lease is in full force and effect and is not subject to any material default or breach.
(b) Valid Permits. The Seller holds all permits, licenses, and approvals necessary for the construction and operation of the Facility, including the Pecos County Conditional Use Permit (CUP-2025-012), and all such permits are in full force and effect.
(c) No Environmental Liabilities. To the Seller's knowledge, there are no pending or threatened environmental claims, liabilities, or remediation obligations affecting the Project site that would materially impair the construction or operation of the Facility.
(d) Accuracy of Facility Description. The description of the Facility set forth in the PPA and in Exhibit A thereto is true, complete, and accurate in all material respects.
(e) No Material Adverse Change. Since the date of the most recent financial statements delivered to the Buyer, there has been no material adverse change in the business, financial condition, or results of operations of the Seller or CBR.
16.3 Buyer-Specific Representations and Warranties
In addition to the mutual representations set forth above, the Buyer shall represent and warrant to the Seller as follows:
(a) Creditworthiness. The financial information provided by the Buyer to the Seller in connection with the negotiation of the PPA is true, complete, and accurate in all material respects and fairly presents the Buyer's financial condition as of the dates indicated.
(b) No Pending Bankruptcy. The Buyer has not filed, and does not contemplate filing, a voluntary petition in bankruptcy, and no involuntary petition in bankruptcy has been filed against the Buyer that has not been dismissed.
(c) Sophisticated Party. The Buyer is a sophisticated commercial party with experience in energy procurement and hedging transactions and has independently evaluated the terms and risks of the PPA.
SECTION 17: GOVERNING LAW AND DISPUTE RESOLUTION
Status: [AGREED]
17.1 Governing Law
The PPA and all related transaction documents shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction.
17.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to the PPA, including any dispute regarding its formation, existence, validity, interpretation, performance, breach, or termination (a "Dispute"), shall be