**Exhibit
      10.16**


**CONFIDENTIAL
                TREATMENT****REQUESTED
                PURSUANT TO RULE 24b-2****Certain
                portions of this exhibit have been omitted pursuant to a request
                for
                confidential treatment under Rule 24b-2 of the Securities Exchange
                Act of
                1934. The omitted materials have been filed separately with the Securities
                and Exchange Commission.**




**RA
      CAPACITY CONFIRMATION**


**BETWEEN**


**MMC
      ENERGY NORTH AMERICA, LLC**


**AND**


**OCCIDENTAL
      POWER SERVICES, INC.**





This
      Long
      Form Resource Adequacy (“RA”) Capacity Confirmation (“Confirmation Agreement”)
      shall confirm and effectuate the agreement reached on January 23, 2007 (the
      “Confirmation Effective Date”) between MMC Energy North America, LLC (“MMC” or
“Seller”) and Occidental Power Services, Inc. (“OPSI” or “Buyer”), each
      individually a “Party” and together the “Parties”, in which Seller agrees to
      provide to Buyer the right to the RA capacity product described herein (the
      “Product”). Subject to the terms and conditions of this Confirmation Agreement,
      Seller shall sell to Buyer and Buyer shall purchase from Seller the Product
      as
      specified below. Capitalized terms used but not otherwise defined in this
      Confirmation Agreement have the meanings described in the Tariff (as defined
      below).





**ARTICLE
      1**


**DEFINITIONS**





**1.1**
            “Applicable
                Laws” means any law, rule, regulation, order, decision, judgment, or other
                legal or regulatory determination by any Governmental Body having
                jurisdiction over one or both Parties or this Transaction, including
                without limitation, the Tariff.




**1.2**
            “Bankrupt”
                means with respect to any entity, such entity (i) files a petition
                or
                otherwise commences, authorizes or acquiesces in the commencement
                of a
                proceeding or cause of action under any bankruptcy, insolvency,
                reorganization or similar law, or has any such petition filed or
                commenced
                against it, (ii) makes an assignment or any general arrangement for
                the
                benefit of creditors, (iii) otherwise becomes bankrupt or insolvent
                (however evidenced), (iv) has a liquidator, administrator, receiver,
                trustee, conservator or similar official appointed with respect to
                it or
                any substantial portion of its property or assets, or (v) is generally
                unable to pay its debts as they fall
                due.




**1.3**
            “Business
                Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank
                holiday. A business day shall open at 8:00 a.m. and close at 5:00
                p.m.
                local time for the relevant Party’s principal place of business. The
                relevant Party, in each instance unless otherwise specified, shall
                be the
                Party from whom the notice, payment or delivery is being sent, and
                by whom
                the notice or payment or delivery is to be
                received.




**1.4**
            “Buyer”
                has the meaning specified in the introductory paragraph
                hereof.


[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


1





**1.5**
            “CAISO”
                means the California Independent System Operator, or its
                successor.




**1.6**
            “CAISO
                Control Area” has the meaning specified in the
                Tariff.




**1.7**
            “CAISO
                Controlled Grid” has the meaning specified in the
                Tariff.




**1.8**
            “Capacity
                Replacement Price” means (a) the price paid for any Replacement Capacity
                purchased by Buyer pursuant to Section5.3hereof, plus costs reasonably incurred by Buyer in purchasing such
                Replacement Capacity, or (b) absent a purchase of any Replacement
                Capacity, the market price for such Designated RA Capacity not provided
                at
                the Delivery Point.




**1.9**
            “Confirmation
                Agreement” has the meaning specified in the introductory paragraph
                hereof.




**1.10**
            “Confirmation
                Effective Date” has the meaning specified in the introductory paragraph
                hereof.




**1.11**
            “Contingent
                Firm RA Product” has the meaning specified in Section3.3hereof.




**1.12**
            “Contract
                Price” means, for any Monthly Delivery Period, the product of the RA
                Capacity Flat Price and the Price Shape for such
                period.




**1.13**
            “Contract
                Quantity” means the total Unit Contract Quantity for all
                Units.




**1.14**
            “CPUC”
                means the California Public Utilities Commission or any successor
                thereto.




**1.15**
            “CPUC
                Decisions” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,
                06-06-064, 06-07-031 and subsequent decisions related to resource
                adequacy, as may be amended from time to time by the
                CPUC.




**1.16**
            “Delivery
                Period” has the meaning specified in Section4.1hereof.




**1.17**
            “Delivery
                Point” has the meaning specified in Section4.2hereof.




**1.18**
            “Designated
                RA Capacity” means, for each Unit, the amount of RA Capacity that Seller
                provides to Buyer pursuant to this Confirmation that is certified
                for
                inclusion in RAR Showings and if applicable LAR Showings, in each
                case as
                determined or approved by the CPUC (and/or, to the extent authorized
                by
                the CPUC, by the CAISO) pursuant to the CPUC Decisions, or by an
                LRA
                having jurisdiction. Designated RA Capacity shall include those attributes
                associated with the capacity identified inArticle
                2andArticle
                3hereof.




**1.19**
            “Downgrade
                Event” shall mean, with respect to each of the Parties, either that such
                Party no longer meets the credit requirements necessary to participate
                in
                markets operated by the CAISO or shall have become
                Bankrupt.




**1.20**
            “Early
                Termination Date” has the meaning set forth in Section 13.1
                hereof.




**1.21**
            “Event
                of Default” shall have the meaning set forth in Section 13.1
                hereof.




**1.22**
            “Firm
                RA Product” has the meaning specified in the Section3.2hereof.




**1.23**
            “Governmental
                Body” means any federal, state, local, municipal or other government; any
                governmental, regulatory or administrative agency, commission or
                other
                authority lawfully exercising or entitled to exercise any administrative,
                executive, judicial, legislative, police, regulatory or taxing authority
                or power; and any court or governmental
                tribunal.


[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


2




**1.24**
            “LAR”
                means local area reliability, which is any program of localized resource
                adequacy requirements established for jurisdictional LSE’s by the CPUC
                pursuant to the CPUC Decisions, or by another LRA having jurisdiction
                over
                the LSE. LAR may also be known as local resource adequacy, local
                RAR, or
                local capacity requirement in other regulatory proceedings or legislative
                actions.




**1.25**
            “LAR
                Attributes” means, with respect to a Unit, any and all resource adequacy
                attributes (or other locational attributes related to system reliability),
                as may be identified from time to time by the CPUC, CAISO, LRA, or
                other
                Governmental Body having jurisdiction, associated with the physical
                location or point of electrical interconnection of the Unit within
                the
                CAISO Control Area, that can be counted toward LAR, but exclusive
                of any
                RAR Attributes which are not associated with where in the CAISO Control
                Area the Unit is physically located or electrically interconnected.
                For
                clarity, it should be understood that the LAR Attributes associated
                with a
                Unit by virtue of its location or point of electrical interconnection
                may
                change as the CAISO, LRA, or other Governmental Body, defines new
                or
                re-defines existing local areas and such change will not result in
                a
                change in payments made pursuant to this transaction.




**1.26**
            “LAR
                Showings” means the LAR compliance showings (or similar or successor
                showings) an LSE is required to make to the CPUC (and, to the extent
                authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions,
                or
                to an LRA having jurisdiction over the
                LSE.




**1.27**
            “LRA”
                means a Local Regulatory Authority, as defined in the
                Tariff.




**1.28**
            “LSE”
                means load-serving entity. LSEs may be an investor-owned utility,
                an
                electric service provider, a community aggregator or community choice
                aggregator, or a municipality serving load in the CAISO Control Area
                (excluding exports).




**1.29**
            “Monthly
                Delivery Period” means each calendar month during the Delivery
                Period.




**1.30**
            “Monthly
                RA Capacity Payment” has the meaning specified in Section4.4hereof.




**1.31**
            “NERC/GADS
                Protocols” means the North American Electric Reliability Council (NERC)
                Generating Availability Data System (GADS) protocols, as may be updated
                from time to time.




**1.32**
            “Non-Excusable
                Event” means Seller's (a) negligence, (b) failure to perform its
                obligations under this Confirmation, including, without limitation,
                the
                failure to cause the owner, operator or SC of a Unit to comply with
                the
                operations and maintenance standards specified in Section8.2(f),
                or (c) failure to comply, or cause the owner, operator or SC of the
                Units
                to comply, with the Tariff with respect to the Units providing RAR
                Attributes and LAR Attributes, as
                applicable.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


3




**1.33**
            “Outage”
                means any CAISO approved disconnection, separation or reduction in
                the
                capacity of any Unit that relieves all or part of the offer obligations
                of
                the Unit consistent with the
                Tariff.




**1.34**
            “Performance
                Assurance” means collateral in the form of either cash, Letter(s) of
                Credit or other security acceptable to the Requesting
                Party.




**1.35**
            “Planned
                Outage” shall have the meaning in CPUC Decisions, namely a planned,
                scheduled, or any other Outage for the routine repair or maintenance
                of
                the Unit, or for the purposes of new construction work, and does
                not
                include any Outage designated as either forced or unplanned as defined
                by
                the CAISO or NERC/GADS protocols.




**1.36**
            “Price
                Shape” means the Price Shape specified in the Monthly Payment Price Shape
                Table in Section4.4hereof.




**1.37**
            “Product”
                has the meaning specified in the introductory paragraph
                hereof.




**1.38**
            “Prorated
                Percentage of Unit Factor” means the percentage of RA Capacity, as
                specified inArticle
                2hereof, from the Unit that is dedicated to
                Buyer.




**1.39**
            “RA
                Availability” means, for each Unit, expressed as a percentage, (a) the
                Unit's Designated RA Capacity for a Monthly Delivery Period, divided
                by
                (b) the Unit Contract Quantity, provided that a Unit's RA Availability
                shall not exceed [***].




**1.40**
            “RA
                Capacity” means the qualifying and deliverable capacity of the Unit for
                RAR and LAR purposes for the Delivery Period, as determined by the
                CAISO,
                or other Governmental Body authorized to make such determination
                under
                Applicable Laws. RA Capacity encompasses both the RAR Attributes
                and LAR
                Attributes of the capacity provided by a
                Unit.




**1.41**
            “RA
                Capacity Flat Price” means the price specified in the RA Capacity Flat
                Price Table in Section4.4hereof.




**1.42**
            “RAR”
                means the resource adequacy requirements established for LSEs by
                the CPUC
                pursuant to the CPUC Decisions, or by an LRA or other Governmental
                Body
                having jurisdiction.




**1.43**
            “RAR
                Attributes” means, with respect to a Unit, any and all resource adequacy
                attributes, as may be identified from time to time by the CPUC, LRA,
                or
                Governmental Body having jurisdiction, that can be counted toward
                RAR,
                exclusive of any LAR Attributes.




**1.44**
            “RAR
                Showings” means the RAR compliance showings (or similar or successor
                showings) an LSE is required to make to the CPUC (and/or, to the
                extent
                authorized by the CPUC, to the CAISO), pursuant to the CPUC Decisions,
                or
                to an LRA having jurisdiction.




**1.45**
            “Replacement
                Capacity” has the meaning specified in Section5.3hereof.




**1.46**
            “Replacement
                Unit” means a generating unit meeting the requirements specified in
                Section5.2hereof.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


4




**1.47**
            “Resource
                Category” shall be as described in the CPUC’s*2007
                Filing Guide for System and Local Resource Adequacy (RA) Compliance
                Filings*,
                as such may be modified, amended, supplemented or updated from time
                to
                time.




**1.48**
            “RMR
                Agreement” has the meaning specified in Section8.2(b)hereof.




**1.49**
            “Scheduling
                Coordinator” or “SC” has the meaning defined in the
                Tariff.




**1.50**
            “Seller”
                has the meaning specified in the introductory paragraph hereof.




**1.51**
            “Supply
                Plan” means the supply plans, or similar or successor filings, that each
                Scheduling Coordinator representing RA Capacity submits to the CAISO,
                LRA,
                or other Governmental Body, pursuant to Applicable Laws, in order
                for that
                RA Capacity to count for its RAR Attributes or LAR
                Attributes.




**1.52**
            “Tariff”
                means the tariff and protocol provisions of the CAISO, as amended
                or
                supplemented from time to time.




**1.53**
            “Transaction”
                has the meaning specified in the introductory paragraph
                hereof.




**1.54**
            “Unit”
                or “Units” shall mean the generation assets described inArticle
                2hereof (including any Replacement Units), from which RA Capacity
                is
                provided by Seller to Buyer.




**1.55**
            “Unit
                Contract Quantity” means the quantity of RA Capacity for a Unit as of the
                Confirmation Effective Date, as specified in Section4.3hereof.




**ARTICLE
      2**


**UNIT
      INFORMATION**




**[***]**




**ARTICLE
      3**


**RESOURCE
      ADEQUACY CAPACITY PRODUCT**




During
      the Delivery Period, Seller shall provide the Product to Buyer pursuant to
      the
      terms of this Confirmation. The Product shall (a) include both RAR Attributes
      and LAR Attributes, and (b) be a Firm RA Product or a Contingent Firm RA
      Product, as selected below. The Product does not confer to Buyer any right
      to
      the electrical output from the Units, other than the right to include the
      Designated RA Capacity associated with the Contract Quantity in RAR Showings,
      LAR Showings if applicable, and any other capacity or resource adequacy markets
      or proceedings as specified in this Confirmation. Specifically, no energy or
      ancillary services associated with any Unit is required to be made available
      to
      Buyer as part of this Transaction and Buyer shall not be responsible for
      compensating Seller for Seller's commitments to the CAISO required by this
      Confirmation. Seller retains the right to sell any RA Capacity from a Unit
      in
      excess of that Unit’s Contract Quantity, and any RAR Attributes or LAR
      Attributes not otherwise sold under this Confirmation.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


5




**3.1** **RAR
        and LAR Attributes**




Seller
      shall provide Buyer with the Designated RA Capacity and the RAR Attributes
      and
      LAR Attributes from each Unit, as measured in MWs. For each Monthly Delivery
      Period, a Unit's Designated RA Capacity shall be equal to the product of (x)
      the
      Unit's RA Capacity, after reflecting adjustments for Outages, if any, as
      determined by the CPUC (and, to the extent authorized by the CPUC, by the
      CAISO), or by an LRA having jurisdiction, and (y) the Unit's Prorated Percentage
      of Unit Factor, provided that the total amount of Designated RA Capacity from
      all Units shall not exceed the Contract Quantity.




**3.2** **o 
Firm
        RA
        Product**




Seller
      shall provide Buyer with Designated RA Capacity from the Units in the amount
      of
      the Contract Quantity. If the Units are not available to provide the full amount
      of the Contract Quantity for any reason other than Force Majeure, including
      without limitation any Outage or any adjustment of the RA Capacity of any Unit,
      Seller shall provide Buyer with Designated RA Capacity from one or more
      Replacement Units pursuant to Section 5.2 hereof.
      [***]




**3.3** **X
        Contingent Firm RA Product**




Seller
      shall provide Buyer with Designated RA Capacity from the Units in the amount
      of
      the Contract Quantity. If the Units are not available to provide the full amount
      of the Contract Quantity because of a Non-Excusable Event, Seller shall provide
      Buyer with Designated RA Capacity from one or more Replacement Units pursuant
      to
      Section 5.2 hereof.
      In such case, if Seller fails to provide Buyer with replacement Designated
      RA
      Capacity from Replacement Units pursuant to Section 5.2 ,
      then at
      Buyer’s option, (a) Seller shall be liable for damages pursuant to Section 5.4 hereof,
      or (b) Seller shall indemnify Buyer for penalties or fines pursuant to Section 5.5 hereof.
      If the Units provide less than the full amount of the Contract Quantity for
      any
      reason other than a Non-Excusable Event, Seller is not obligated to provide
      Buyer with replacement Designated RA Capacity or to indemnify Buyer for
      penalties or fines pursuant to Section 5.5 hereof.




**ARTICLE
      4**


**DELIVERY
      AND PAYMENT**




**4.1** **Delivery
        Period**




The
      Delivery Period shall be: [***] through [***], inclusive.




**4.2** **Delivery
        Point**




The
      Delivery Point for each Unit shall be the CAISO Control Area and, if applicable,
      the LAR region in which the Unit is electrically interconnected.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


6




**4.3** **Unit
        Contract Quantity**




The
      Contract Quantity of each Unit for each Monthly Delivery Period shall
      be:




**Unit
      Contract Quantity (MWs)**




**Month**
            
            **2007**
            
            **2008**
            
            **2009**
            
            **2010**
            
            **2011**
            
            **2012**
            
            **2013**
            
            **2014**January
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]February
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]March
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]April
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]May
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]June
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]July
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]August
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]September
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]October
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]November
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]December
            
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]
            
            [***
            ]





If
      any
      portion of the Unit Contract Quantity of any Unit providing a Contingent Firm
      RA
      Product is not available after the Confirmation Effective Date for reasons
      other
      than a Non-Excusable Event, the Unit Contract Quantity shall be adjusted to
      the
      product of the Unit's (a) RA Capacity following adjustment, and (b) Prorated
      Percentage of Unit Factor, provided that the resulting Unit Contract Quantity
      shall not exceed the original Unit Contract Quantity on the Confirmation
      Effective Date.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


7




**4.4** **Monthly
        RA Capacity Payment**




Buyer
      shall make a Monthly RA Capacity Payment to Seller for each Unit, in arrears,
      following each Monthly Delivery Period. Each Unit's Monthly RA Capacity Payment
      shall be equal to [***]. Each Monthly RA Capacity Payment may be subject to
      reduction in accordance with Section 4.5 hereof.




**RA
      CAPACITY FLAT PRICE TABLE**




**Contract**
              **Year**
            
            **RA
                Capacity Flat Price**
              **[***]**2007
            
            
            [***
            ]2008
            
            
            [***
            ]2009
            
            
            [***
            ]2010
            
            
            [***
            ]2011
            
            
            [***
            ]2012
            
            
            [***
            ]2013
            
            
            [***
            ]2014
            
            
            [***
            ]




The
      respective monthly Price Shape, set forth in the Monthly
      Payment Price Shape Table below,
      shall apply throughout the entire Delivery Period.




**MONTHLY
      PAYMENT PRICE SHAPE TABLE**




**Contract
                Month**
            
            **Price
                Shape**
              **(%)**Jan
            
            
            [***
            ]Feb
            
            
            [***
            ]Mar
            
            
            [***
            ]Apr
            
            
            [***
            ]May
            
            
            [***
            ]Jun
            
            
            [***
            ]Jul
            
            
            [***
            ]Aug
            
            
            [***
            ]Sep
            
            
            [***
            ]Oct
            
            
            [***
            ]Nov
            
            
            [***
            ]Dec
            
            
            [***
            ]




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


8




**4.5** **Reduction
        of Monthly RA Capacity Payment (Contingent Firm RA Product
        only)**




For
      any
      Contingent Firm RA Product, the Monthly RA Capacity Payment for each Unit shall
      be reduced by its RA Availability Adjustment, which is calculated as follows:




[***]




**4.6** **Allocation
        of Other Payments and Costs**




Seller
      may retain any revenues it may receive from the CAISO or any other third party
      with respect to any Unit for (a) start-up, shut-down and minimum load
      costs, (b) capacity revenue for ancillary services, (c) energy sales, and (d)
      any revenues for black start or reactive power services. However, Buyer shall
      be
      entitled to receive and retain all revenues associated with the Designated
      RA
      Capacity of any Unit during the Delivery Period (including any capacity or
      availability revenues from RMR Agreements for any Unit, and Reliability
      Compensation Services Tariff capacity payments, but excluding payments described
      in clauses (a) and (b) above). In accordance with Section 4.4 of this
      Confirmation, all such revenues received by Seller, a Unit’s SC, owner, or
      operator shall be remitted to Buyer, and Seller shall indemnify Buyer for any
      such revenues that Buyer does not receive, and Seller shall pay such revenues
      to
      Buyer if the Unit’s SC, owner, or operator fails to remit those revenues to
      Buyer. If Seller fails to pay such revenues to Buyer, Buyer may offset any
      amounts owing to it for these revenues against any future amounts it may owe
      to
      Seller under this Confirmation. If a centralized capacity market develops within
      the CAISO region, Buyer will have exclusive rights to offer, bid or otherwise
      submit Designated RA Capacity provided to Buyer pursuant to this Confirmation
      for re-sale in such market, and retain and receive any and all related revenues.




**ARTICLE
      5**


**SELLER'S
      FAILURE TO DELIVER CONTRACT QUANTITY**




**5.1** **Notices
        and Filings**




If
      the
      Units will not be available to provide Designated RA Capacity in the full amount
      of the Contract Quantity for any RAR and/or LAR Showings for the Delivery
      Period, Seller shall, no later than the earlier of (a) [***] after the loss
      of
      any Designated RA Capacity, or (b) [***] before the relevant deadline for such
      RAR or LAR Showing, notify Buyer of the Designated RA Capacity of each Unit
      which can be included in such Showings. Seller shall, on a timely basis, submit,
      or cause each Unit's Scheduling Coordinator to submit, Supply Plans to identify
      and confirm the Designated RA Capacity of each Unit sold to Buyer. Seller shall
      cause the Unit’s Scheduling Coordinator to certify to Buyer, no later than the
      earlier of (a) [***] after the Confirmation Effective Date, or (b) [***] before
      the relevant deadline for any applicable RAR or LAR Showing, that Buyer will
      be
      credited with the Designated RA Capacity for the Delivery Period in the Unit’s
      Scheduling Coordinator’s Supply Plan. Seller shall indemnify and hold harmless
      Buyer from any costs, monetary penalties or fines Buyer may incur in the event
      any Unit’s Scheduling Coordinator fails to timely submit Supply Plans that
      identify Buyer’s right to the Designated RA Capacity purchased hereunder. If
      Seller fails to pay those costs, monetary penalties or fines, or fails to
      reimburse Buyer for those costs, monetary penalties or fines, then Buyer may
      offset any amounts owing to it under this Section 5.1 against
      any future amounts it may owe to Seller under this Confirmation.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


9




**5.2** **RA
        Capacity from Replacement Units**




If
      Seller
      is required to provide Designated RA Capacity from one or more Replacement
      Units
      pursuant to Sections 3.2 or 3.3 ,
      Seller
      shall, at no cost to Buyer, provide Buyer with replacement RA Capacity from
      one
      or more Replacement Units, such that the total amount of Designated RA Capacity
      provided to Buyer from all Units and Replacement Units equals the Contract
      Quantity. The designation of any Replacement Unit by Seller shall be subject
      to
      Buyer’s prior written approval, which shall not be unreasonably withheld. For
      clarity, in the aggregate all Units and Replacement Units must provide to Buyer
      RAR Attributes and LAR Attributes equivalent to those that were provided by
      the
      original Units and that were sold under this Confirmation. Seller shall identify
      Replacement Units meeting the above requirements no later than the earlier
      of
      [***] after the loss of any Designated RA Capacity, or [***] before the relevant
      deadline for Buyer's RAR Showing and/or LAR Showing. Once Seller has identified
      in writing any Replacement Units that meet the requirements of this Section 5.2 ,
      any
      such Replacement Unit shall be automatically deemed to be a Unit for purposes
      of
      this Confirmation until Seller notifies Buyer, in writing, of the availability
      of the original Units.




For
      purposes of this Confirmation, Seller shall be deemed to have failed to provide
      Buyer with Designated RA Capacity in the full amount of the Contact Quantity
      if
      the Units and Replacement Units providing such Designated RA Capacity do not
      in
      the aggregate provide to Buyer the RAR Attributes and LAR Attributes contracted
      for pursuant to this Confirmation.




**5.3** **Purchase
        of Replacement Capacity**




If
      Seller
      fails to provide any portion of Designated RA Capacity from Replacement Units
      as
      required by Section 5.2 hereof,
      Buyer may, but shall not be required to, replace any Designated RA Capacity
      not
      provided by Seller with capacity (such replacement capacity being referred
      to as
      "Replacement Capacity") having equivalent RAR and LAR Attributes compared to
      the
      Designated RA Capacity not provided by Seller. Buyer may enter into purchase
      transactions with one or more other parties to replace Designated RA Capacity
      not provided by Seller. Additionally, Buyer may enter into one or more
      arrangements to repurchase its obligation to sell and deliver the Product to
      another party, and such arrangements shall be considered to be the procurement
      of Replacement Capacity. Buyer shall act in a commercially reasonable manner
      in
      purchasing any Replacement Capacity.




**5.4** **Damages
        for Failure to Deliver**




If
      Seller
      is required to provide Designated RA Capacity from one or more Replacement
      Units
      pursuant to Sections 3.2 or 3.3 ,
      and
      fails to do so pursuant to Section 5.2 hereof,
      then, for purposes of determining the damages due to Buyer, Seller shall pay
      to
      Buyer an amount equal to [***]. If Seller fails to pay those damages, then
      Buyer
      may offset those damages owed it against any future amounts it may owe to Seller
      under this Confirmation.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


10




**5.5** **Indemnities
        for Failure to Deliver Designated RA Capacity**




Seller
      agrees to indemnify Buyer for any monetary penalties or fines assessed against
      Buyer by the CPUC or the CAISO, or an LRA having jurisdiction, resulting from:
      [***]. With respect to the foregoing, the Parties shall use commercially
      reasonable efforts to minimize such penalties and fines, [***].




**ARTICLE
      6**


**CAISO
      OFFER REQUIREMENTS**




During
      the Delivery Period, except to the extent any Unit is on an Outage, or is
      affected by an event of Force Majeure that results in a partial or full Outage
      of that Unit, Seller shall either schedule or cause the Unit’s Scheduling
      Coordinator to schedule with, or make available to, the CAISO each Unit’s
      Designated RA Capacity in compliance with the Tariff, and shall perform all,
      or
      cause the Unit’s Scheduling Coordinator, owner, or operator, as applicable, to
      perform all obligations under the Tariff that are associated with the sale
      of
      Designated RA Capacity hereunder. Buyer shall have no liability for the failure
      of Seller or the failure of any Unit’s Scheduling Coordinator, owner or operator
      to comply with such Tariff provisions, including any penalties or fines imposed
      on Seller or the Unit’s Scheduling Coordinator, owner, or operator for such
      noncompliance.




**ARTICLE
      7**


**PLANNED
      OUTAGES**




For
      Contingent Firm Products, no later than [***], Seller shall submit, or cause
      the
      Unit's Scheduling Coordinator to submit to Buyer each Unit's schedule of
      proposed Planned Outages ("Outage Schedule") for the following twenty four
      (24)
      month period or to the end of the Delivery Period, whichever is shorter. Within
      [***] after its receipt of an Outage Schedule, Buyer shall notify Seller in
      writing of any reasonable request for changes to the Outage Schedule, and Seller
      shall, consistent with Good Utility Practices, accommodate Buyer's requests
      regarding the timing of any Planned Outage. Seller or the Unit's Scheduling
      Coordinator shall notify Buyer within [***] of any change to the Outage
      Schedule.




Planned
      Outages cannot aggregate more than [***] (unless the Parties, prior to the
      first
      day of the Planned Outage, agree otherwise), and shall not be scheduled from
      each [***] during the Delivery Period. In the event that Seller has a previously
      Planned Outage that becomes coincident with a CAISO-declared system emergency,
      Seller shall make all reasonable efforts to reschedule such Planned
      Outage.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


11




**ARTICLE
      8**


**OTHER
      BUYER AND SELLER COVENANTS**




**8.1**
            Buyer
                and Seller shall, throughout the Delivery Period, take all commercially
                reasonable actions and execute any and all documents or instruments
                reasonably necessary to ensure Buyer's right to the use of the Contract
                Quantity for the sole benefit of Buyer's RAR and LAR if applicable.
                Such
                commercially reasonable actions shall include, without
                limitation:




(a)
            Cooperating
                with and providing, and in the case of Seller causing each Unit’s
                Scheduling Coordinator, owner or operator to cooperate with and provide,
                requested supporting documentation to the CAISO, the CPUC, or any
                other
                Governmental Body responsible for administering RAR and/or LAR under
                Applicable Laws, to certify or qualify the Contract Quantity as RA
                Capacity and Designated RA Capacity. Such actions shall include,
                without
                limitation, providing information requested by the CPUC, or by an
                LRA
                having jurisdiction, to demonstrate for each month of the Delivery
                Period
                the ability to deliver the Contract Quantity from each Unit to the
                CAISO
                Controlled Grid for the minimum hours required to qualify as RA Capacity,
                and providing information requested by the CPUC, CAISO or other
                Governmental Body having jurisdiction to administer RAR or LAR to
                demonstrate that the Contract Quantity can be delivered to the CAISO
                Controlled Grid, pursuant to "deliverability" standards established
                by the
                CAISO, or other Governmental Body having jurisdiction to administer
                RAR
                and/or LAR; and




(b)
            Negotiating
                in good faith to make necessary amendments, if any, to this Confirmation
                to conform this Transaction to subsequent clarifications, revisions
                or
                decisions rendered by the CPUC, FERC, or other Governmental Body
                having
                jurisdiction to administer RAR or LAR, so as to maintain the benefits
                of
                the bargain struck by the Parties.




**8.2**
            Seller
                represents, warrants and covenants to Buyer that, throughout the
                Delivery
                Period:




(a)
            Seller
                owns or has the exclusive right to the RA Capacity sold under this
                Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC
                or other
                jurisdictional LRA, or other Governmental Body with such evidence
                as may
                reasonably be requested to demonstrate such ownership or exclusive
                right;




(b)
            No
                portion of the Contract Quantity has been committed by Seller to
                any third
                party in order to satisfy RAR or LAR or analogous obligations in
                CAISO
                markets, other than pursuant to an RMR Agreement between the CAISO
                and
                either Seller or the Unit’s owner or
                operator;




(c)
            No
                portion of the Contract Quantity has been committed by Seller in
                order to
                satisfy RAR or LAR, or analogous obligations in any non-CAISO
                market;




(d)
            Each
                Unit is connected to the CAISO Controlled Grid, is within the CAISO
                Control Area, and is under the control of CAISO;




(e)
            In
                the event Seller has rights to the energy output of any Unit, and
                Seller
                or the Unit’s Scheduling Coordinator schedules energy from the Unit for
                export from the CAISO Control Area, or commits energy to another
                entity in
                a manner that could result in scheduling energy from the Unit for
                export
                from the CAISO Control Area, it shall do so only as allowed by, and
                in
                accordance with, Applicable Laws and such exports may, if allowed
                by the
                Tariff, be curtailed by the CAISO;




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


12




(f)
            The
                owner or operator of each Unit is obligated to maintain and operate
                each
                Unit using "Good Utility Practice," as defined in the Tariff, and,
                if
                applicable, General Order 167 as outlined by the CPUC in the Enforcement
                of Maintenance and Operation Standards for Electric Generating Facilities
                Adopted May 6, 2004, and is obligated to abide by all Applicable
                Laws in
                operating such Unit,providedthat the owner or operator of any Unit is not required to undertake
                capital improvements, facility enhancements, or the construction
                of new
                facilities;




(g)
            The
                owner or operator of each Unit is obligated to comply with Applicable
                Laws, including the Tariff, relating to RA Capacity, RAR and
                LAR;




(h)
            If
                Seller is the owner of any Unit, the aggregation of all amounts of
                LAR
                Attributes and RAR Attributes that Seller has sold, assigned or
                transferred for any Unit does not exceed that Unit’s RA
                Capacity;




(i)
            With
                respect to the RA Capacity provided under this Confirmation, Seller
                shall,
                and each Unit’s SC is obligated to, comply with Applicable Laws, including
                the Tariff, relating to RA Capacity, RAR and LAR;




(j)
            Seller
                has notified the SC of each Unit that Seller has transferred the
                Designated RA Capacity to Buyer, and the SC is obligated to deliver
                the
                Supply Plans in accordance with the Tariff;
                and




(k)
            Seller
                has notified each Unit’s SC that Buyer is entitled to the revenues set
                forth in Section4.6of
                this Confirmation, and such SC is obligated to promptly deliver those
                revenues to Buyer, along with appropriate documentation supporting
                the
                amount of those revenues.




**ARTICLE
      9**


**CONFIDENTIALITY**




The
      Parties agree that Buyer may disclose the transfer of the Designated RA Capacity
      under this Transaction to any Governmental Body, the CPUC, the CAISO or any
      LRA
      having jurisdiction in order to support its LAR or RAR Showings, if applicable,
      and Seller may disclose the transfer of the Designated RA Capacity under this
      Transaction to the SC of each Unit in order for such SC to timely submit
      accurate Supply Plans; provided, that each disclosing Party shall, to the extent
      reasonable, use reasonable efforts to limit the ability of any such applicable
      Governmental Body, CAISO, LRA or SC to further disclose such information;
      provided further, that the Parties agree and acknowledge that Buyer and Seller
      are parties to a currently effective RA Marketing Services Agreement and,
      pursuant to that RA Marketing Services Agreement, Buyer may make such
      disclosures to effectuate the purposes of that RA Marketing Services Agreement
      as Buyer may deem commercially necessary in the exercise of Buyer’s sole
      discretion. Except as otherwise expressly provided herein, neither Party shall
      disclose the terms or conditions of this Confirmation Agreement to a third
      party
      (other than the Party’s employees, lenders, counsel, accountants or advisors who
      have a need to know such information and have agreed to keep such terms
      confidential) except in order to comply with any applicable law, regulation,
      or
      any exchange, control area or independent system operator rule or in connection
      with any court or regulatory proceeding; provided, however, each Party shall,
      to
      the extent practicable, use reasonable efforts to prevent or limit the
      disclosure. The Parties shall be entitled to all remedies available at law
      or in
      equity to enforce, or seek relief in connection with, this confidentiality
      obligation.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


13




**ARTICLE
      10**


**BUYER’S
      RE-SALE OF PRODUCT**


(a)  Bu


Buyer
      may
      re-sell all or a portion of the Product delivered to Buyer hereunder without
      Seller’s consent.




**ARTICLE
      11**


**CALIFORNIA
      CLIMATE ACTION REGISTRY**




In
      accordance with CPUC Rulemaking 06-04-009, upon modification of the protocols
      of
      the California Climate Action Registry to allow generation facility-specific
      registration, Seller or Seller’s supplier shall promptly (i) register with the
      California Climate Action Registry and (ii) send Buyer notice of such
      registration.





**ARTICLE
      12**


**CREDIT
      REQUIREMENTS**




**12.1.**
            Credit
                Assurances to Buyer. As of the execution date of this agreement,
                Buyer is
                not requiring Performance Assurance of the Seller. If Buyer has reasonable
                grounds for insecurity regarding the performance of any obligation
                (whether or not then due) by Seller, Buyer will provide Seller with
                written notice requesting Performance Assurance in an amount determined
                by
                Buyer in a commercially reasonable manner that may not exceed [***]
                of the
                remaining Monthly RA Capacity Payments during the Delivery Period.
                Upon
                receipt of such notice, Seller shall have [***] to remedy the situation
                by
                providing such Performance Assurance to Buyer. In the event that
                Seller
                fails to provide such Performance Assurance, or a guaranty or other
                credit
                assurance acceptable to Buyer within ten days of receipt of notice,
                then
                an Event of Default under Article Thirteen of this Confirmation Agreement
                will be deemed to have occurred and Buyer will be entitled to the
                remedies
                set forth in Article Thirteen of this Confirmation
                Agreement.




**12.2.**
            Downgrade
                Events Affecting Seller. If at any time there shall occur a Downgrade
                Event in respect of Seller, then Buyer may require Seller to provide
                Performance Assurance in an amount determined by Buyer in a commercially
                reasonable manner. In the event Seller shall fail to provide Buyer
                with
                such Performance Assurance or a guaranty or other credit assurance
                acceptable to Buyer within three business days of receipt of notice,
                then
                an Event of Default shall be deemed to have occurred and Buyer will
                be
                entitled to the remedies set forth in Article Thirteen of this
                Confirmation Agreement.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


14




**12.3.**
            Credit
                Assurances to Seller. As of the execution date of this agreement,
                Seller
                is not requiring Performance Assurance of the Buyer. If Seller has
                reasonable grounds for insecurity regarding the performance of any
                obligation (whether or not then due) by Buyer, Seller will provide
                Buyer
                with written notice requesting Performance Assurance in an amount
                determined by Seller in a commercially reasonable manner that may
                not
                exceed [***] of the remaining Monthly RA Capacity Payments during
                the
                Delivery Period. Upon receipt of such notice, Buyer shall have [***]
                to
                remedy the situation by providing such Performance Assurance to Seller.
                In
                the event that Buyer fails to provide such Performance Assurance,
                or a
                guaranty or other credit assurance acceptable to Seller within ten
                days of
                receipt of notice, then an Event of Default under Article Thirteen
                of this
                Confirmation Agreement will be deemed to have occurred and Seller
                will be
                entitled to the remedies set forth in Article Thirteen of this
                Confirmation Agreement.




**12.4.**
            Downgrade
                Events Affecting Buyer. If at any time there shall occur a Downgrade
                Event
                in respect of Buyer, then Seller may require Buyer to provide Performance
                Assurance in an amount determined by Seller in a commercially reasonable
                manner. In the event Buyer shall fail to provide Seller with such
                Performance Assurance or a guaranty or other credit assurance acceptable
                to Seller within [***] of receipt of notice, then an Event of Default
                shall be deemed to have occurred and Seller will be entitled to the
                remedies set forth in Article Thirteen of this Confirmation
                Agreement.




**ARTICLE
      13**


**EARLY
      TERMINATION**




**13.1**
            **Events
                of Default.**




An
“Event
      of Default” shall mean, with respect to a Party (a “Defaulting Party”), the
      occurrence of any of the following:




(a)
            The
                failure to make, when due, any payment required pursuant to this
                Agreement
                if such failure is not remedied within [***] after written
                notice;




(b)
            Any
                representation or warranty made by such Party herein is false or
                misleading in any material respect when made or when deemed made
                or
                repeated;




(c)
            The
                failure to perform any material covenant or obligation set forth
                in this
                Agreement (except to the extent constituting a separate Event of
                Default
                and except for such Party’s obligations to deliver or receive the Product,
                the exclusive remedy for which is provided in Article 5) if such
                failure
                is not remedied within [***] after written
                notice;




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


15




(d)
            Such
                Party becomes bankrupt;




(e)
            The
                failure of such Party to satisfy the creditworthiness requirements
                of
                Article 12 hereof; or




(f)
            Such
                Party consolidates or amalgamates with, or merges with or into, or
                transfers all or substantially all of its assets to, another entity
                and,
                at the time of such consolidation, amalgamation, merger or transfer,
                the
                resulting, surviving or transferee entity fails to assume all the
                obligations of such Party under this Agreement to which it or its
                predecessor was a party by operation of law or pursuant to an agreement
                reasonably satisfactory to the other
                Party.




**13.2**
            **Declaration
                of an Early Termination Date and Calculation of Settlement
                Amounts.**




If
      an
      Event of Default with respect to a Defaulting Party shall have occurred and
      be
      continuing, the other Party (the “Non-Defaulting Party”) shall have the right
      (i) to designate a day, no earlier than the day such notice is effective and
      no
      later than **[***]** after
      such notice is effective, as an early termination date (“Early Termination
      Date”) to accelerate all amounts owing between the Parties and to liquidate and
      terminate all, but not less than all, Transactions due (each referred to as
      a
“Terminated Transaction”) between the Parties; (ii) withhold any payments due to
      the Defaulting Party under this Agreement and (iii) suspend performance. The
      Non-Defaulting Party shall calculate, in a commercially reasonable manner,
      a
      Settlement Amount for each Terminated Transaction as of the Early Termination
      Date (or, to the extent that in the reasonable opinion of the Non-Defaulting
      Party certain of such Terminated Transactions are commercially impracticable
      to
      liquidate and terminate or may not be liquidated and terminated under applicable
      law on the Early Termination Date, as soon thereafter as is reasonably
      practicable).




**13.3**
            **Net
                Out of Settlement Amounts.**




The
      Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount
      by: netting out (a) all Settlement Amounts that are due to the Defaulting Party,
      plus, at the option of the Non-Defaulting Party, any cash or other form of
      security then available to the Non-Defaulting Party pursuant to Article 12,
      plus
      any or all other amounts due to the Non-Defaulting Party under this Agreement
      against (b) all Settlement Amounts that are due to the Non-Defaulting Party,
      plus any or all other amounts due to the Non-Defaulting Party under this
      Agreement, so that all such amounts shall be netted out to a single liquidated
      amount (the “Termination Payment”) payable by one Party to the other. The
      Termination Payment shall be due to or due from the Non-Defaulting Party as
      appropriate.





**13.4**
            **Notice
                of Payment of Termination
                Payment.**




As
      soon
      as practicable after a liquidation, notice shall be given by the Non-Defaulting
      Party to the Defaulting Party of the amount of the Termination Payment and
      whether the Termination Payment is due to or due from the Non-Defaulting Party.
      The notice shall include a written statement explaining in reasonable detail
      the
      calculation of such amount. The Termination Payment shall be made by the Party
      that owes it within [***] after such notice is effective.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


16





**13.5**
            **Disputes
                with Respect to Termination
                Payment.**




If
      the
      Defaulting Party disputes the Non-Defaulting Party’s calculation of the
      Termination Payment, in whole or in part, the Defaulting Party shall, within
      [***] of receipt of Non-Defaulting Party’s calculation of the Termination
      Payment, provide to the Non-Defaulting Party a detailed written explanation
      of
      the basis for such dispute; provided, however, that if the Termination Payment
      is due from the Defaulting Party, the Defaulting Party shall first transfer
      Performance Assurance to the Non-Defaulting Party in an amount equal to the
      Termination Payment.




**ARTICLE
      14**


**PAYMENT
      AND NETTING**




**14.1**
            **Billing
                Period.**




The
      calendar month shall be the standard period for all payments under this
      Agreement. As soon as practicable after the end of each month, each Party will
      render to the other Party an invoice for the payment obligations, if any,
      incurred hereunder during the preceding month.




**14.2**
            **Timeliness
                of Payment.**




All
      invoices under this Confirmation Agreement shall be due and payable in
      accordance with each Party’s invoice instructions on or before the later of the
      [***]. Each Party will make payments by electronic funds transfer, or by other
      mutually agreeable method(s), to the account designated by the other Party.
      Any
      amounts not paid by the due date will be deemed delinquent and will accrue
      interest at the Interest Rate, such interest to be calculated from and including
      the due date to but excluding the date the delinquent amount is paid in full.
      “Interest Rate” means, for any date, the lesser of (a) the per annum rate of
      interest equal to the prime lending rate as may from time to time be published
      in The Wall Street Journal under “Money Rates” on such day (or if not published
      on such day on the most recent preceding day on which published), plus two
      percent (2%) and (b) the maximum rate permitted by applicable law.




**14.3**
            **Disputes
                and Adjustments of Invoices.**




A
      Party
      may, in good faith, dispute the correctness of any invoice or any adjustment
      to
      an invoice, rendered under this Confirmation Agreement (or otherwise) or adjust
      any invoice for any arithmetic or computational error within twelve (12) months
      of the date the invoice, or adjustment to an invoice, was rendered. In the
      event
      an invoice or portion thereof, or any other claim or adjustment arising
      hereunder, is disputed, payment of the undisputed portion of the invoice shall
      be required to be made when due, with notice of the objection given to the
      other
      Party. Any invoice dispute or invoice adjustment shall be in writing and shall
      state the basis for the dispute or adjustment. Payment of the disputed amount
      shall not be required until the dispute is resolved. Upon resolution of the
      dispute, any required payment shall be made within [***] of such resolution
      along with interest accrued at the Interest Rate from and including the due
      date
      to but excluding the date paid. Inadvertent overpayments shall be returned
      upon
      request or deducted by the Party receiving such overpayment from subsequent
      payments, with interest accrued at the Interest Rate from and including the
      date
      of such overpayment to but excluding the date repaid or deducted by the Party
      receiving such overpayment. Any dispute with respect to an invoice is waived
      unless the other Party is notified in accordance with this Section 14(c) within
      twelve (12) months after the invoice is rendered or any specific adjustment
      to
      the invoice is made. If an invoice is not rendered within twelve (12) months
      after the close of the month during which performance of a transaction occurred,
      the right to payment for such performance is waived.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


17




**14.4**
            **Netting
                of Payments.**




The
      Parties hereby agree that they shall discharge mutual debts and payment
      obligations due and owing to each other on the same date pursuant to all
      transactions through netting, in which case all amounts owed by each Party
      to
      the other Party for the purchase and sale of Products during the monthly billing
      period under this Confirmation Agreement, including but not limited to any
      related damages calculated pursuant Article 5, interest, and payments or
      credits, shall be netted so that only the excess amount remaining due shall
      be
      paid by the Party who owes it.




**14.5**
            **Payment
                Obligation Absent Netting.**




If
      no
      mutual debts or payment obligations exist and only one Party owes a debt or
      obligation to the other during the monthly billing period, including, but not
      limited to, any related damage amounts calculated pursuant to Article 5,
      interest, and payments or credits, that Party shall pay such sum in full when
      due.




**ARTICLE
      15**


**LIMITATION
      OF REMEDIES, LIABILITY AND DAMAGES**




**EXCEPT
      AS SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR
      A
      PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE
      PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED
      IN
      THIS CONFIRMATION AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH
      OF
      ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED,
      SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE
      REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION
      AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY
      OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY
      SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES
      SHALL
      BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR
      IN
      EQUITY ARE WAIVED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL,
      PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS
      INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY
      PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS
      HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO
      THE
      CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER
      SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE
      EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES
      ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR
      OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES
      CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR
      LOSS.**




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


18


**ARTICLE
      16**


**AUDIT**




Each
      Party has the right, at its sole expense and during normal working hours, to
      examine the records of the other Party to the extent reasonably necessary to
      verify the accuracy of any statement, charge or computation made pursuant to
      this Confirmation Agreement. If requested, a Party shall provide to the other
      Party statements evidencing the quantity delivered at the Delivery Point. If
      any
      such examination reveals any inaccuracy in any statement, the necessary
      adjustments in such statement and the payments thereof will be made promptly
      and
      shall bear interest calculated at the Interest Rate from the date the
      overpayment or underpayment was made until paid; provided, however, that no
      adjustment for any statement or payment will be made unless objection to the
      accuracy thereof was made prior to the lapse of twelve (12) months from the
      rendition thereof, and thereafter any objection shall be deemed
      waived.





**ARTICLE
      17**


**TITLE
      AND RISK OF LOSS**




Title
      to
      and risk of loss related to the Product shall transfer from Seller to Buyer
      at
      the Delivery Point. Seller warrants that it will deliver to Buyer the Contract
      Quantity of the Product free and clear of all liens, security interests, claims
      and encumbrances or any interest therein or thereto by any person arising prior
      to the Delivery Point.





**ARTICLE
      18**


**ASSIGNMENT**




Neither
      Party shall assign this Agreement or its rights hereunder without the prior
      written consent of the other Party, which consent may be withheld in the
      exercise of its sole discretion; provided, however, either Party may, without
      the consent of the other Party (and without relieving itself from liability
      hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or
      the
      accounts, revenues or proceeds hereof in connection with any financing or other
      financial arrangements, (ii) transfer or assign this Agreement to an affiliate
      of such Party which affiliate’s creditworthiness is equal to or higher than that
      of such Party, or (iii) transfer or assign this Agreement to any person or
      entity succeeding to all or substantially all of the assets whose
      creditworthiness is equal to or higher than that of such Party; provided,
      however, that in each such case, any such assignee shall agree in writing to
      be
      bound by the terms and conditions hereof and so long as the transferring Party
      delivers such tax and enforceability assurance as the non-transferring Party
      may
      reasonably request.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


19





**ARTICLE
      19**


**GOVERNING
      LAW**




THIS
      AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED
      BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY
      WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION
      ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.





**ARTICLE
      20**


**FORWARD
      CONTRACT**




The
      Parties acknowledge and agree that this Confirmation Agreement constitutes
      a
“forward contract” within the meaning of the United States Bankruptcy
      Code.





**ARTICLE
      21**


**ADDITIONAL
      COVENANTS OF THE SELLER**




As
      of the
      Effective Date, Seller makes the warranties and representations set forth
      below:





**a.**
            Seller’s
                Specified Resource(s) are duly licensed and certificated by all applicable
                jurisdictional regulatory agencies and bodies. Seller has filed all
                required notices and requests to the applicable agencies to transfer
                ownership of all required licenses and permits to Seller from the
                prior
                owner of the Specific Resources, and as such will hold the necessary
                authorities to participate in the CAISO markets prior to the commencement
                of the Delivery Period.





**b.**
            Seller
                meets the credit requirements necessary to participate in the CAISO
                markets.





**c.**
            The
                Contract Quantity is owned or controlled by Seller for each Specified
                Resource specified above.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


20




**d.**
            The
                Specified Resource(s) has(have) been registered with and/or certified
                by
                the CPUC and/or by the CAISO as deliverable to the Delivery Location(s);
                provided, that if the Specified Resource(s) is(are) are not so registered
                and/or certified, Seller will take all reasonable steps to assure
                that the
                Specified Resource(s) is(are) registered and/or certified prior to
                the
                commencement of the Delivery Period in the amount no less than the
                Contract Quantity of Capacity sold under this Confirmation
                Agreement.





**e.**
            The
                Contract Quantity of RA Capacity sold under this Confirmation Agreement
                shall remain unencumbered by any other sale, any assignment, or any
                rights
                conferred to any party other than the
                Buyer.




**f.**
            Seller
                shall not commit any portion of the Contract Quantity, including
                but not
                limited to the sale or scheduling of firm energy to any party outside
                the
                CAISO control area, until all obligations to Buyer and/or CAISO under
                the
                contract and/or the CAISO tariffs have been met or are
                extinguished.





**ARTICLE
      22**


**MUTUAL
      COOPERATION TO PRESERVE THE BENEFITS OF THE BARGAIN**




Where
      necessary to modify this Confirmation Agreement to conform its terms and
      conditions to changes in circumstances or regulations affecting the benefits
      of
      the bargain struck by the Parties, the Parties agree to negotiate in good faith
      to modify this Confirmation Agreement so as to address such circumstances or
      regulations while preserving the benefits of the bargain struck by the
      Parties.





**ARTICLE
      23**


**MOBILE-SIERRA**




Absent
      the agreement of all Parties to the proposed change, the standard of review
      for
      changes to any portion of this Confirmation Agreement entered into hereunder
      proposed by a Party, a non-party, or the Federal Energy Regulatory Commission
      acting sua sponte, shall be the “public interest” standard of review set forth
      in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956)
      and
      Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) (the
      “Mobile-Sierra” doctrine).





The
      Parties further agree that, if and to the extent that FERC should after the
      Effective Date adopt any law, rule or regulation which requires that, in order
      to exclude application of the “just and reasonable” standard under Sections 205
      and 206 of the Federal Power Act, the Parties must agree to language which
      varies from that set forth in clause (a) immediately above, then, without
      further action of either Party, such Section shall be deemed amended to
      incorporate the specific language adopted by FERC that requires the “public
      interest” standard of review.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


21





**ARTICLE
      24**


**ARBITRATION**




Any
      claim, counterclaim, demand, cause of action, dispute, or controversy arising
      out of or relating to this Agreement or the relationship established by this
      Agreement, any provision hereof, the alleged breach thereof, or in any way
      relating to the subject matter of this Agreement, involving the Parties and/or
      their respective representatives (for purposes of this Section 22 only,
      collectively the "Claims"), even though some or all of such Claims allegedly
      are
      extra-contractual in nature, whether such Claims sound in contract, tort, or
      otherwise, at law or in equity, under state or federal law, whether provided
      by
      statute or the common law, for damages or any other relief, shall be resolved
      by
      binding arbitration. Arbitration shall be conducted in accordance with the
      rules
      of the Commercial Arbitration Rules of the American Arbitration Association.
      The
      validity, construction, and interpretation of this agreement to arbitrate,
      and
      all procedural aspects of the arbitration conducted pursuant hereto shall be
      decided by the arbitrators. In deciding the substance of the Parties' Claims,
      the arbitrators shall refer to the governing law identified in this Confirmation
      Agreement. It is agreed that the arbitrators shall have no authority to award
      treble, exemplary or punitive damages of any type under any circumstances
      whether or not such damages may be available under state or federal law, or
      under the Federal Arbitration Act, or under the Commercial Arbitration Rules
      of
      the American Arbitration Association, the Parties hereby waiving their right,
      if
      any, to recover any such damages. The arbitrators may award only direct
      compensatory damages. The arbitration proceeding shall be conducted in New
      York,
      New York. Within twenty (20) days of the notice of initiation of the arbitration
      procedure, the respondent shall file a response in writing. Within thirty (30)
      days after the response, each party shall select one arbitrator. Within twenty
      (20) days thereafter, the two (2) arbitrators shall select a third arbitrator.
      All three arbitrators are required to be neutral and impartial and shall take
      an
      oath at the first session of the arbitration affirming same. None of the three
      arbitrators shall have business, professional or social relationships with
      any
      of the Parties. However, upon full disclosure of such relationships, all parties
      may agree that the arbitrator may serve as an arbitrator. The arbitration shall
      proceed within sixty (60) days after the appointment of the last of the three
      arbitrators. The arbitrators shall render their decision (by majority rule)
      within twenty (20) days after the conclusion of the arbitration. New York law
      shall apply to the subject matter of the arbitration. To the fullest extent
      permitted by law, the arbitration and the award resulting from the arbitration
      shall be maintained in confidence by the Parties and the
      arbitrators.





This
      Confirmation Agreement shall only be effective when executed by both
      Parties.




[***]
        Confidential information has been omitted and filed separately with the
        Securities and Exchange Commission pursuant to a confidential treatment
        request.


22




IN
      WITNESS WHEREOF, the Parties have caused this Confirmation Agreement to be
      fully
      executed as of the date first written above.


**MMC
              Energy
              North America, LLC.**
            
            
            **Occidental
              Power Services, Inc.**Per:/s
              /Denis Gagnon
            
            
            Per:/s/
              Frank Eckhart, Jr.Name/Title:Denis
                Gagnon, Chief Financial Officer
            
            
            Name/Title:Frank
              Eckhart, Jr. - VPDate:January
              26, 2007
            
            
            Date:January
              26, 2007




[***]
      Confidential information has been omitted and
      filed separately with the Securities and Exchange Commission pursuant to a
      confidential treatment request.


23