Common use of Citizens Sycamore Clause in Contracts

Citizens Sycamore. Penasquitos Transmission LLC 4.4.8.1 In addition to the foregoing, the CAISO, Citizens Sycamore- Penasquitos Transmission LLC (“Citizens Sycamore-Penasquitos Transmission”), and the Participating TOs acknowledge and agree that, following the CAISO’s approval of Citizens Sycamore-Penasquitos Transmission’s application for Participating TO status and upon the effective date of Citizens Sycamore-Penasquitos Transmission’s TO Tariff as approved by FERC, Citizens Sycamore-Penasquitos Transmission shall be entitled and obligated to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has an Entitlement through Citizens Sycamore- Penasquitos Transmission’s Transmission Revenue Requirement as established from time to time by FERC, including the specific rate principles Citizens Sycamore- Penasquitos Transmission has requested FERC approval of in Docket No. EL18-29, to the extent that the transmission assets and associated facilities used to provide the Entitlement, as well as the Entitlement itself, are placed under CAISO Operational Control, all pursuant to the Development, Coordination, and Option Agreement of November 9, 2017 (“DCOA”) between San Diego Gas & Electric Company and Citizens Energy Corporation (“Citizens Energy”) and the Transfer Capability Lease to be executed in accordance therewith. 4.4.8.2 In reliance on the continued availability of a FERC-approved Transmission Revenue Requirement, as set forth above, Citizens Sycamore- Penasquitos Transmission will not withdraw from this Agreement except in connection with (i) the transfer, sale, or disposition of its Entitlement in compliance with Sections 3.3, 4.4, and any other applicable provision of this Agreement or (ii) the withdrawal of San Diego Gas & Electric Company (the provider of Citizens Sycamore-Penasquitos Transmission’s Entitlement) from this Agreement in compliance with this Agreement. 4.4.8.3 If Citizens Sycamore-Penasquitos Transmission should seek to transfer, sell, or dispose of its Entitlement or any part thereof, then in addition to any and all other obligations imposed on such a transfer, sale, or disposition by this Agreement, any applicable provisions of the CAISO Tariff, and FERC rules and regulations, Citizens Sycamore-Penasquitos Transmission shall require as a condition of such transfer, sale, or disposition that the transferee of its Entitlement: (a) assume in writing Citizens Sycamore-Penasquitos Transmission’s rights and obligations under this Agreement, including without limitation all of the obligations imposed by this Section 4.4.8, e.g., the obligation to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has its Entitlements, as set forth in Section 4.4.8.1, exclusively through a FERC-approved Transmission Revenue Requirement; (b) become a Participating TO in the CAISO; and (c) assume the obligation to bind each and every one of its transferees, successors, and assigns to all of the obligations assumed by Citizens Sycamore-Penasquitos Transmission under this Agreement. For the avoidance of doubt, the transfer of Citizens Sycamore-Penasquitos Transmission’s Entitlement cannot take place unless and until the holder of such Entitlement has, in conjunction with the transfer, become a Participating TO in the CAISO. Notwithstanding the foregoing, this Section 4.4.8.3 shall not apply to any transfer, sale, or disposition of all or any part of Citizens Sycamore-Penasquitos Transmission’s Entitlement to San Diego Gas & Electric Company (in which case such Entitlement would continue to be subject to this Agreement as an Entitlement of San Diego Gas & Electric Company). 4.4.8.4 Nothing in this Section 4.4.8 shall be interpreted as affecting the right of any party to seek to increase or decrease, at the FERC or appeals there from, the established or proposed Transmission Revenue Requirement of Citizens Sycamore-Penasquitos Transmission or any subsequent holder of any of the Entitlement. 4.4.8.5 Notwithstanding the foregoing subsections of Section 4.4.8, this Section 4.4.8 shall become null and void in the event of and upon the first to occur of: (a) Citizens Sycamore-Penasquitos Transmission receives for three (3) consecutive months either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff, with each such underpayment or pro rata reduction equal to or greater than twenty percent (20%) of the monthly amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO, or (b) Citizens Sycamore-Penasquitos Transmission receives either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff which, when calculated on a cumulative annual basis, is equal to or greater than five percent (5%) of the total amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO for the twelve (12) month period ending prior to the month or months in which such underpayment or pro rata reduction occurs, provided such an underpayment or pro rata reduction does not result from: (i) Access Charge sales fluctuations that impact the monthly Access Charge revenue disbursement to Citizens Sycamore-Penasquitos Transmission, but which are subject to annual TRBA adjustment true-ups to be made by the Participating TO pursuant to Section 6.1 of Schedule 3 of Appendix F of the CAISO Tariff; (ii) Citizens Sycamore-Penasquitos Transmission’s action or failure to act; (iii) an error that has been corrected by the CAISO; or (iv) a billing or payment dispute between Citizens Sycamore-Penasquitos Transmission and the CAISO.

Citizens Sycamore. Penasquitos Transmission LLC 4.4.8.1 In addition to the foregoing, the CAISO, Citizens Sycamore- Penasquitos Transmission LLC (“Citizens Sycamore-Penasquitos Transmission”), and the Participating TOs acknowledge and agree that, following the CAISO’s approval of Citizens Sycamore-Penasquitos Transmission’s application for Participating TO status and upon the effective date of Citizens Sycamore-Penasquitos Transmission’s TO Tariff as approved by FERC, Citizens Sycamore-Penasquitos Transmission shall be entitled and obligated to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has an Entitlement through Citizens Sycamore- Penasquitos Transmission’s Transmission Revenue Requirement as established from time to time by FERC, including the specific rate principles Citizens Sycamore- Penasquitos Transmission has requested FERC approval of in Docket NoXxxxxx Xx. EL18XX00-2900, to the extent that the transmission assets and associated facilities used to provide the Entitlement, as well as the Entitlement itself, are placed under CAISO Operational Control, all pursuant to the Development, Coordination, and Option Agreement of November 9, 2017 (“DCOA”) between San Diego Gas & Electric Company and Citizens Energy Corporation (“Citizens Energy”) and the Transfer Capability Lease to be executed in accordance therewith. 4.4.8.2 In reliance on the continued availability of a FERC-approved Transmission Revenue Requirement, as set forth above, Citizens Sycamore- Penasquitos Transmission will not withdraw from this Agreement except in connection with (i) the transfer, sale, or disposition of its Entitlement in compliance with Sections 3.3, 4.4, and any other applicable provision of this Agreement or (ii) the withdrawal of San Diego Gas & Electric Company (the provider of Citizens Sycamore-Penasquitos Transmission’s Entitlement) from this Agreement in compliance with this Agreement. 4.4.8.3 If Citizens Sycamore-Penasquitos Transmission should seek to transfer, sell, or dispose of its Entitlement or any part thereof, then in addition to any and all other obligations imposed on such a transfer, sale, or disposition by this Agreement, any applicable provisions of the CAISO Tariff, and FERC rules and regulations, Citizens Sycamore-Penasquitos Transmission shall require as a condition of such transfer, sale, or disposition that the transferee of its Entitlement: (a) assume in writing Citizens Sycamore-Penasquitos Transmission’s rights and obligations under this Agreement, including without limitation all of the obligations imposed by this Section 4.4.8, e.g., the obligation to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has its Entitlements, as set forth in Section 4.4.8.1, exclusively through a FERC-approved Transmission Revenue Requirement; (b) become a Participating TO in the CAISO; and (c) assume the obligation to bind each and every one of its transferees, successors, and assigns to all of the obligations assumed by Citizens Sycamore-Penasquitos Transmission under this Agreement. For the avoidance of doubt, the transfer of Citizens Sycamore-Penasquitos Transmission’s Entitlement cannot take place unless and until the holder of such Entitlement has, in conjunction with the transfer, become a Participating TO in the CAISO. Notwithstanding the foregoing, this Section 4.4.8.3 shall not apply to any transfer, sale, or disposition of all or any part of Citizens Sycamore-Penasquitos Transmission’s Entitlement to San Diego Gas & Electric Company (in which case such Entitlement would continue to be subject to this Agreement as an Entitlement of San Diego Gas & Electric Company). 4.4.8.4 Nothing in this Section 4.4.8 shall be interpreted as affecting the right of any party to seek to increase or decrease, at the FERC or appeals there from, the established or proposed Transmission Revenue Requirement of Citizens Sycamore-Penasquitos Transmission or any subsequent holder of any of the Entitlement. 4.4.8.5 Notwithstanding the foregoing subsections of Section 4.4.8, this Section 4.4.8 shall become null and void in the event of and upon the first to occur of: (a) Citizens Sycamore-Penasquitos Transmission receives for three (3) consecutive months either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff, with each such underpayment or pro rata reduction equal to or greater than twenty percent (20%) of the monthly amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO, or (b) Citizens Sycamore-Penasquitos Transmission receives either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff which, when calculated on a cumulative annual basis, is equal to or greater than five percent (5%) of the total amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO for the twelve (12) month period ending prior to the month or months in which such underpayment or pro rata reduction occurs, provided such an underpayment or pro rata reduction does not result from: (i) Access Charge sales fluctuations that impact the monthly Access Charge revenue disbursement to Citizens Sycamore-Penasquitos Transmission, but which are subject to annual TRBA adjustment true-ups to be made by the Participating TO pursuant to Section 6.1 of Schedule 3 of Appendix F of the CAISO Tariff; (ii) Citizens Sycamore-Penasquitos Transmission’s action or failure to act; (iii) an error that has been corrected by the CAISO; or (iv) a billing or payment dispute between Citizens Sycamore-Penasquitos Transmission and the CAISO.

Citizens Sycamore. Penasquitos Transmission LLC 4.4.8.1 In addition to the foregoing, the CAISO, Citizens Sycamore- Penasquitos Transmission LLC (“Citizens Sycamore-Penasquitos Transmission”), and the Participating TOs acknowledge and agree that, following the CAISO’s approval of Citizens Sycamore-Penasquitos Transmission’s application for Participating TO status and upon the effective date of Citizens Sycamore-Penasquitos Transmission’s TO Tariff as approved by FERC, Citizens Sycamore-Penasquitos Transmission shall be entitled and obligated to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has an Entitlement through Citizens Sycamore- Penasquitos Transmission’s Transmission Revenue Requirement as established from time to time by FERC, including the specific rate principles Citizens Sycamore- Penasquitos Transmission has requested FERC approval of in Docket No. EL18-29, to the extent that the transmission assets and associated facilities used to provide the Entitlement, as well as the Entitlement itself, are placed under CAISO Operational Control, all pursuant to the Development, Coordination, and Option Agreement of November 9, 2017 (“DCOA”) between San Diego Gas & Electric Company and Citizens Energy Corporation (“Citizens Energy”) and the Transfer Capability Lease to be executed in accordance therewith. 4.4.8.2 In reliance on the continued availability of a FERC-approved Transmission Revenue Requirement, as set forth above, Citizens Sycamore- Penasquitos Transmission will not withdraw from this Agreement except in connection with (i) the transfer, sale, or disposition of its Entitlement in compliance with Sections 3.3, 4.4, and any other applicable provision of this Agreement or (ii) the withdrawal of San Diego Gas & Electric Company (the provider of Citizens Sycamore-Penasquitos Transmission’s Entitlement) from this Agreement in compliance with this Agreement. 4.4.8.3 If Citizens Sycamore-Penasquitos Transmission should seek to transfer, sell, or dispose of its Entitlement or any part thereof, then in addition to any and all other obligations imposed on such a transfer, sale, or disposition by this Agreement, any applicable provisions of the CAISO Tariff, and FERC rules and regulations, Citizens Sycamore-Penasquitos Transmission shall require as a condition of such transfer, sale, or disposition that the transferee of its Entitlement: (a) assume in writing Citizens Sycamore-Penasquitos Transmission’s rights and obligations under this Agreement, including without limitation all of the obligations imposed by this Section 4.4.8, e.g., the obligation to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has its Entitlements, as set forth in Section 4.4.8.1, exclusively through a FERC-approved Transmission Revenue Requirement; (b) become a Participating TO in the CAISO; and (c) assume the obligation to bind each and every one of its transferees, successors, and assigns to all of the obligations assumed by Citizens Sycamore-Penasquitos Transmission under this Agreement. For the avoidance of doubt, the transfer of Citizens Sycamore-Penasquitos Transmission’s Entitlement cannot take place unless and until the holder of such Entitlement has, in conjunction with the transfer, become a Participating TO in the CAISO. Notwithstanding the foregoing, this Section 4.4.8.3 shall not apply to any transfer, sale, or disposition of all or any part of Citizens Sycamore-Penasquitos Transmission’s Entitlement to San Diego Gas & Electric Company (in which case such Entitlement would continue to be subject to this Agreement as an Entitlement of San Diego Gas & Electric Company). 4.4.8.4 Nothing in this Section 4.4.8 shall be interpreted as affecting the right of any party to seek to increase or decrease, at the FERC or appeals there from, the established or proposed Transmission Revenue Requirement of Citizens Sycamore-Penasquitos Transmission or any subsequent holder of any of the Entitlement. 4.4.8.5 Notwithstanding the foregoing subsections of Section 4.4.8, this Section 4.4.8 shall become null and void in the event of and upon the first to occur of: (a) Citizens Sycamore-Penasquitos Transmission receives for three (3) consecutive months either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff, with each such underpayment or pro rata reduction equal to or greater than twenty percent (20%) of the monthly amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO, or (b) Citizens Sycamore-Penasquitos Transmission receives either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff which, when calculated on a cumulative annual basis, is equal to or greater than five percent (5%) of the total amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO for the twelve (12) month period ending prior to the month or months in which such underpayment or pro rata reduction occurs, provided such an underpayment or pro rata reduction does not result from: (i) Access Charge sales fluctuations that impact the monthly Access Charge revenue disbursement to Citizens Sycamore-Penasquitos Transmission, but which are subject to annual TRBA adjustment true-ups to be made by the Participating TO pursuant to Section 6.1 of Schedule 3 of Appendix F of the CAISO Tariff; (ii) Citizens Sycamore-Penasquitos Transmission’s action or failure to act; (iii) an error that has been corrected by the CAISO; or (iv) a billing or payment dispute between Citizens Sycamore-Penasquitos Transmission and the CAISO.

Citizens Sycamore. Penasquitos Transmission LLC 4.4.8.1 In addition to the foregoing, the CAISO, Citizens Sycamore- Penasquitos Transmission LLC (“Citizens Sycamore-Penasquitos Transmission”), and the Participating TOs acknowledge and agree that, following the CAISO’s approval of Citizens Sycamore-Penasquitos Transmission’s application for Participating TO status and upon the effective date of Citizens Sycamore-Penasquitos Transmission’s TO Tariff as approved by FERC, Citizens Sycamore-Penasquitos Transmission shall be entitled and obligated to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has an Entitlement through Citizens Sycamore- Penasquitos Transmission’s Transmission Revenue Requirement as established from time to time by FERC, including the specific rate principles Citizens Sycamore- Penasquitos Transmission has requested FERC approval of in Docket NoDockxx Xx. EL18XX00-2900, to xx the extent that the transmission assets and associated facilities used to provide the Entitlement, as well as the Entitlement itself, are placed under CAISO Operational Control, all pursuant to the Development, Coordination, and Option Agreement of November 9, 2017 (“DCOA”) between San Diego Gas & Electric Company and Citizens Energy Corporation (“Citizens Energy”) and the Transfer Capability Lease to be executed in accordance therewith. 4.4.8.2 In reliance on the continued availability of a FERC-approved Transmission Revenue Requirement, as set forth above, Citizens Sycamore- Penasquitos Transmission will not withdraw from this Agreement except in connection with (i) the transfer, sale, or disposition of its Entitlement in compliance with Sections 3.3, 4.4, and any other applicable provision of this Agreement or (ii) the withdrawal of San Diego Gas & Electric Company (the provider of Citizens Sycamore-Penasquitos Transmission’s Entitlement) from this Agreement in compliance with this Agreement. 4.4.8.3 If Citizens Sycamore-Penasquitos Transmission should seek to transfer, sell, or dispose of its Entitlement or any part thereof, then in addition to any and all other obligations imposed on such a transfer, sale, or disposition by this Agreement, any applicable provisions of the CAISO Tariff, and FERC rules and regulations, Citizens Sycamore-Penasquitos Transmission shall require as a condition of such transfer, sale, or disposition that the transferee of its Entitlement: (a) assume in writing Citizens Sycamore-Penasquitos Transmission’s rights and obligations under this Agreement, including without limitation all of the obligations imposed by this Section 4.4.8, e.g., the obligation to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has its Entitlements, as set forth in Section 4.4.8.1, exclusively through a FERC-approved Transmission Revenue Requirement; (b) become a Participating TO in the CAISO; and (c) assume the obligation to bind each and every one of its transferees, successors, and assigns to all of the obligations assumed by Citizens Sycamore-Penasquitos Transmission under this Agreement. For the avoidance of doubt, the transfer of Citizens Sycamore-Penasquitos Transmission’s Entitlement cannot take place unless and until the holder of such Entitlement has, in conjunction with the transfer, become a Participating TO in the CAISO. Notwithstanding the foregoing, this Section 4.4.8.3 shall not apply to any transfer, sale, or disposition of all or any part of Citizens Sycamore-Penasquitos Transmission’s Entitlement to San Diego Gas & Electric Company (in which case such Entitlement would continue to be subject to this Agreement as an Entitlement of San Diego Gas & Electric Company). 4.4.8.4 Nothing in this Section 4.4.8 shall be interpreted as affecting the right of any party to seek to increase or decrease, at the FERC or appeals there from, the established or proposed Transmission Revenue Requirement of Citizens Sycamore-Penasquitos Transmission or any subsequent holder of any of the Entitlement. 4.4.8.5 Notwithstanding the foregoing subsections of Section 4.4.8, this Section 4.4.8 shall become null and void in the event of and upon the first to occur of: (a) Citizens Sycamore-Penasquitos Transmission receives for three (3) consecutive months either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff, with each such underpayment or pro rata reduction equal to or greater than twenty percent (20%) of the monthly amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO, or (b) Citizens Sycamore-Penasquitos Transmission receives either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff which, when calculated on a cumulative annual basis, is equal to or greater than five percent (5%) of the total amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO for the twelve (12) month period ending prior to the month or months in which such underpayment or pro rata reduction occurs, provided such an underpayment or pro rata reduction does not result from: (i) Access Charge sales fluctuations that impact the monthly Access Charge revenue disbursement to Citizens Sycamore-Penasquitos Transmission, but which are subject to annual TRBA adjustment true-ups to be made by the Participating TO pursuant to Section 6.1 of Schedule 3 of Appendix F of the CAISO Tariff; (ii) Citizens Sycamore-Penasquitos Transmission’s action or failure to act; (iii) an error that has been corrected by the CAISO; or (iv) a billing or payment dispute between Citizens Sycamore-Penasquitos Transmission and the CAISO.

Citizens Sycamore. Penasquitos Transmission LLC 4.4.8.1 In addition to the foregoing, the CAISO, Citizens Sycamore- Penasquitos Transmission LLC (“Citizens Sycamore-Penasquitos Transmission”), and the Participating TOs acknowledge and agree that, following the CAISO’s approval of Citizens Sycamore-Penasquitos Transmission’s application for Participating TO status and upon the effective date of Citizens Sycamore-Penasquitos Transmission’s TO Tariff as approved by FERC, Citizens Sycamore-Penasquitos Transmission shall be entitled and obligated to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has an Entitlement through Citizens Sycamore- Penasquitos Transmission’s Transmission Revenue Requirement as established from time to time by FERC, including the specific rate principles Citizens Sycamore- Penasquitos Transmission has requested FERC approval of in Docket NoXxxxxx Xx. EL18XX00-2900, to the extent that the transmission assets and associated facilities used to provide the Entitlement, as well as the Entitlement itself, are placed under CAISO Operational Control, all pursuant to the Development, Coordination, and Option Agreement of November 9, 2017 (“DCOA”) between San Diego Gas & Electric Company and Citizens Energy Corporation (“Citizens Energy”) and the Transfer Capability Lease to be executed in accordance therewith. 4.4.8.2 In reliance on the continued availability of a FERC-approved Transmission Revenue Requirement, as set forth above, Citizens Sycamore- Penasquitos Transmission will not withdraw from this Agreement except in connection with (i) the transfer, sale, or disposition of its Entitlement in compliance with Sections 3.3, 4.4, and any other applicable provision of this Agreement or (ii) the withdrawal of San Diego Gas & Electric Company (the provider of Citizens Sycamore-Penasquitos Transmission’s Entitlement) from this Agreement in compliance with this Agreement. 4.4.8.3 If Citizens Sycamore-Penasquitos Transmission should seek to transfer, sell, or dispose of its Entitlement or any part thereof, then in addition to any and all other obligations imposed on such a transfer, sale, or disposition by this Agreement, any applicable provisions of the CAISO Tariff, and FERC rules and regulations, Citizens Sycamore-Penasquitos Transmission shall require as a condition of such transfer, sale, or disposition that the transferee of its Entitlement: (a) assume in writing Citizens Sycamore-Penasquitos Transmission’s rights and obligations under this Agreement, including without limitation all of the obligations imposed by this Section 4.4.8, e.g., the obligation to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has its Entitlements, as set forth in Section 4.4.8.1, exclusively through a FERC-approved Transmission Revenue Requirement; (b) become a Participating TO in the CAISO; and (c) assume the obligation to bind each and every one of its transferees, successors, and assigns to all of the obligations assumed by Citizens Sycamore-Penasquitos Transmission under this Agreement. For the avoidance of doubt, the transfer of Citizens Sycamore-Penasquitos Transmission’s Entitlement cannot take place unless and until the holder of such Entitlement has, in conjunction with the transfer, become a Participating TO in the CAISO. Notwithstanding the foregoing, this Section 4.4.8.3 shall not apply to any transfer, sale, or disposition of all or any part of Citizens Sycamore-Penasquitos Transmission’s Entitlement to San Diego Gas & Electric Company (in which case such Entitlement would continue to be subject to this Agreement as an Entitlement of San Diego Gas & Electric Company). 4.4.8.4 Nothing in this Section 4.4.8 shall be interpreted as affecting the right of any party to seek to increase or decrease, at the FERC or appeals there from, the established or proposed Transmission Revenue Requirement of Citizens Sycamore-Penasquitos Transmission or any subsequent holder of any of the Entitlement. 4.4.8.5 Notwithstanding the foregoing subsections of Section 4.4.8, this Section 4.4.8 shall become null and void in the event of and upon the first to occur of: (a) Citizens Sycamore-Penasquitos Transmission receives for three (3) consecutive months either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff, with each such underpayment or pro rata reduction equal to or greater than twenty percent (20%) of the monthly amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO, or (b) Citizens Sycamore-Penasquitos Transmission receives either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff which, when calculated on a cumulative annual basis, is equal to or greater than five percent (5%) of the total amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO for the twelve (12) month period ending prior to the month or months in which such underpayment or pro rata reduction occurs, provided such an underpayment or pro rata reduction does not result from: (i) Access Charge sales fluctuations that impact the monthly Access Charge revenue disbursement to Citizens Sycamore-Penasquitos Transmission, but which are subject to annual TRBA adjustment true-ups to be made by the Participating TO pursuant to Section 6.1 of Schedule 3 of Appendix F of the CAISO Tariff; (ii) Citizens Sycamore-Penasquitos Transmission’s action or failure to act; (iii) an error that has been corrected by the CAISO; or (iv) a billing or payment dispute between Citizens Sycamore-Penasquitos Transmission and the CAISO.

Citizens Sycamore. Penasquitos Transmission LLC 4.4.8.1 In addition to the foregoing, the CAISO, Citizens Sycamore- Penasquitos Transmission LLC (“Citizens Sycamore-Penasquitos Transmission”), and the Participating TOs acknowledge and agree that, following the CAISO’s approval of Citizens Sycamore-Penasquitos Transmission’s application for Participating TO status and upon the effective date of Citizens Sycamore-Penasquitos Transmission’s TO Tariff as approved by FERC, Citizens Sycamore-Penasquitos Transmission shall be entitled and obligated to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has an Entitlement through Citizens Sycamore- Penasquitos Transmission’s Transmission Revenue Requirement as established from time to time by FERC, including the specific rate principles Citizens Sycamore- Penasquitos Transmission has requested FERC approval of in Docket No. EL18-29, to the extent that the transmission assets and associated facilities used to provide the Entitlement, as well as the Entitlement itself, are placed under CAISO Operational Control, all pursuant to the Development, Coordination, and Option Agreement of November 9, 2017 (“DCOA”) between San Diego Gas & Electric Company and Citizens Energy Corporation (“Citizens Energy”) and the Transfer Capability Lease to be executed in accordance therewith. 4.4.8.2 In reliance on the continued availability of a FERC-approved Transmission Revenue Requirement, as set forth above, Citizens Sycamore- Penasquitos Transmission will not withdraw from this Agreement except in connection with (i) the transfer, sale, or disposition of its Entitlement in compliance with Sections 3.3, 4.4, and any other applicable provision of this Agreement or (ii) the withdrawal of San Diego Gas & Electric Company (the provider of Citizens Sycamore-Penasquitos Transmission’s Entitlement) from this Agreement in compliance with this Agreement. 4.4.8.3 If Citizens Sycamore-Penasquitos Transmission should seek to transfer, sell, or dispose of its Entitlement or any part thereof, then in addition to any and all other obligations imposed on such a transfer, sale, or disposition by this Agreement, any applicable provisions of the CAISO Tariff, and FERC rules and regulations, Citizens Sycamore-Penasquitos Transmission shall require as a condition of such transfer, sale, or disposition that the transferee of its Entitlement: (a) assume in writing Citizens Sycamore-Penasquitos Transmission’s rights and obligations under this Agreement, including without limitation all of the obligations imposed by this Section 4.4.8, e.g., the obligation to recover the just and reasonable costs of developing, financing, constructing, operating, and maintaining transmission assets and associated facilities forming part of the network in which it has its Entitlements, as set forth in Section 4.4.8.1, exclusively through a FERC-approved Transmission Revenue Requirement; (b) become a Participating TO in the CAISO; and (c) assume the obligation to bind each and every one of its transferees, successors, and assigns to all of the obligations assumed by Citizens Sycamore-Penasquitos Transmission under this Agreement. For the avoidance of doubt, the transfer of Citizens Sycamore-Penasquitos Transmission’s Entitlement cannot take place unless and until the holder of such Entitlement has, in conjunction with the transfer, become a Participating TO in the CAISO. Notwithstanding the foregoing, this Section 4.4.8.3 shall not apply to any transfer, sale, or disposition of all or any part of Citizens Sycamore-Penasquitos Transmission’s Entitlement to San Diego Gas & Electric Company (in which case such Entitlement would continue to be subject to this Agreement as an Entitlement of San Diego Gas & Electric Company). 4.4.8.4 Nothing in this Section 4.4.8 shall be interpreted as affecting the right of any party to seek to increase or decrease, at the FERC or appeals there from, the established or proposed Transmission Revenue Requirement of Citizens Sycamore-Penasquitos Transmission or any subsequent holder of any of the Entitlement. 4.4.8.5 Notwithstanding the foregoing subsections of Section 4.4.8, this Section 4.4.8 shall become null and void in the event of and upon the first to occur of: (a) Citizens Sycamore-Penasquitos Transmission receives for three (3) consecutive months either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff, with each such underpayment or pro rata reduction equal to or greater than twenty percent (20%) of the monthly amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO, or (b) Citizens Sycamore-Penasquitos Transmission receives either an underpayment, pursuant to Section 11.29.19.6 of the CAISO Tariff, or a pro rata reduction in payments under Section 11.29.17.1 of the CAISO Tariff which, when calculated on a cumulative annual basis, is equal to or greater than five percent (5%) of the total amount due and owing to Citizens Sycamore-Penasquitos Transmission from the CAISO for the twelve (12) month period ending prior to the month or months in which such underpayment or pro rata reduction occurs, provided such an underpayment or pro rata reduction does not result from: (i) Access Charge sales fluctuations that impact the monthly Access Charge revenue disbursement to Citizens Sycamore-Penasquitos Transmission, but which are subject to annual TRBA adjustment true-ups to be made by the Participating TO pursuant to Section 6.1 of Schedule 3 of Appendix F of the CAISO Tariff; (ii) Citizens Sycamore-Penasquitos Transmission’s action or failure to act; (iii) an error that has been corrected by the CAISO; or (iv) a billing or payment dispute between Citizens Sycamore-Penasquitos Transmission and the CAISO. 4.4.8.6 Should this Section 4.4.8 become null and void under Section 4.4.8.5, then Citizens Sycamore-Penasquitos Transmission, the CAISO, and the other Participating TOs shall remain bound by all of the remaining provisions of this Agreement.