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43 44 45 46 47 48 49 50 51 52 53 54 SS 3. 56 57 therefor, and will sell the output of such Project pursuant to this Agreement and sunilar Power Sales Ageements. 2.7 SCPPA intends to issue Project A Bonds, Project B Bonds and Project C Bonds to pay all costs of designing, fmancing, acquving and constructing the Project, and intends to enter into Power Sales Agreements with all Project Participants. In order to enable SCPPA to issne the Project A Bonds, it is necessary for SCPPA to have binding agreements with the Project A Participants, and all payments required to be made in accordance with the provisions of the Power Sales Agreements entered into by the Project A Participants, including payments requ'ued to be made under this Agreement, may be pledged by SCPPA as security for the payment of such Project A Bonds, and [he interest thereon, subject to the application thereof to such purposes and on such terms as provided in the Project A Indenture and as required by the Act. AGREEMENT. For and in consideration of the promises and the mutual covenants and agreements hereinafter set forth, and in order to pay SCPPA for its costs of [CITY NAME]'s shaze of the Capacity and Energy of the Project, it is agreed by and between the Parties hereto as follows. 58 4. DEFINITIONS. Appendix A to this Agreement sets forth definitions of certain terms used in this 59 Agreement. The terms defined in Appendix A and this Section 4, whether in the singulaz or plwal, 60 unless specifically provided otherwise, when used herein or in the Appendices hereto and initially 61 capitalized, shall have the meaning ascribed thereto in said Appendix A or as set out below: 62 4.1 63 64 4.2 65 43 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 Aareement. This Magnolia Power Project Power Sales Agreement, as it may be amended or supplemented from time to time. Effective Date. The date described in Section 20.1 hereof. Federal Tax Exemption. The exclusion from Federal gross income of interest paid or to be paid on the Bonds. 4.4 Proiect A Cos[ of Acguisition and Construction. The Project A Cost of Acquisition and ConsWction shall equal the sum of (i) the sum of the amounts described in Sections 4.4.1 through 4.4.8 multiplied by a percentage equalto the aggregate percentage of the Project A Generation Cost Shazes as set forth in Appendix D hereof (entitled "Schedule of Project A Participants, Project A Generation Cost Shazes, and Project A Indenture Cost Shazes"), plus (ii) ] 00% of the amounts described in Sections 4.4.9 through 4.4.15; provided, howeve�, that SCPPA shall apply, as a credit against the Project A Cost of Acquisition and Construction, all receipts, revenues and other moneys received by it from the sale of swplus equipment, materials and supplies and interest earned on Project A Indenhue inveslments, all if and to the extent held in or paid into (without duplication) the Conswction Fund as provided for in the Project A Indenture. 4.4.1 All costs and expenses of planning, designing, acquiring, mitigating impacts, constrvcting, installing and financing the Project, placing the Project in operation, disposal of the Project, and obtaining governmental approvals, certificates, permits and licenses with respect thereto heretofore or hereafter paid or incurred by SCPPA. 4.42 Costs of preliminary investigation and development, the performance or acquisition of feasibility and planning studies for the Project, and the securing of regulatory 45049822.18 (PSA Rajxt A)