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agreement. ABAG POWER is further authorized to bill Pleasanton for reasonable charges associated with demands for payment on late accounts pursuant to any Transaction Confirmation as well as reasonable charges associated with suspension and resumption of service hereunder. 10. Disbursement of Funds. In order to implement the payment of invoices for Transaction Confirmations where ABAG POWER will make payments on their behalf, Pleasanton agrees to the following: 10.1 A deposit account for the purposes of receiving payments by Participants and making payments to providers of RNG and/or Compliance Credits, and other payees as authorized by ABAG POWER will be established and ABAG POWER will use such account to make payments as required by each Transaction Confirmation until payment of each monthly invoice is received from Pleasanton. 10.2 Only ABAG POWER may authorize release of funds from the deposit account and such releases shall only be to those payees allowed pursuant to this Agreement. 11. Chance of Regulations. Any future change in law, rule or regulation, or utility practice which prohibits or frustrates ABAG POWER or Pleasanton from carrying out the terms of this Agreement or the RNG Program shall excuse both parties from their obligations, other than the obligation of Pleasanton to make payments due under any Transaction Confirmation. Any funds held in deposit accounts as described in Article 10.1, or otherwise, on behalf of Pleasanton will then be returned. 12. Termination. 12.1 Termination by Pleasanton. Pleasanton may cancel the Agreement by giving ABAG POWER written notice by May 31 of its intent to terminate on June 30 of the third year following the date notice was given or such later date as all Transaction Confirmations then in effect shall have terminated. Nothing contained in this Section 12 will allow Pleasanton to terminate a Transaction Confirmation prior to the date specified therein. 12.2 Termination by ABAG POWER: Actions by any utility, clearinghouse, CalRecycle or other regulatory authorities with jurisdiction over the transactions contemplated in this Agreement to develop rules which are in conflict with sound business practices, or impose unnecessary risk on either party to this Agreement, or substantially prevent ABAG POWER from performing its functions under this Agreement may result in the termination of the RNG Program(or a component of the RNG Program) and this Agreement by ABAG POWER. ABAG POWER shall give Pleasanton written notice ninety (90) days prior to such termination and both parties shall work diligently to minimize the negative effects on ABAG POWER and Pleasanton of such termination. 13. Approvals. Pleasanton will appoint a representative that is authorized to grant any approval, or give any direction required by this Agreement, in writing or orally. Written approvals or directions may be transmitted physically,by facsimile or electronically. Oral approvals will be confirmed in writing by either party. ABAG POWER Renewable Natural Gas Program Member Agreement Page 7 of 12