Common use of Energy Price Clause in Contracts

Energy Price. The price for the Bundled Green Energy that is delivered to Buyer in each Contract Year shall be as follows (“Energy Price”): provided, however, that: if Seller delivers Bundled Green Energy in the aggregate for any CAISO settlement interval (not to exceed one hour) in excess of the product of the Contract Capacity times the length of such settlement interval, expressed in hours, then the Energy Price for such excess Bundled Green Energy in such settlement interval shall be reduced to zero dollars ($0), and if the real time Locational Marginal Price for the Delivery Point during such settlement interval is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times such excess Bundled Green Energy; if Seller delivers Bundled Green Energy in the aggregate for any Contract Year during the Delivery Term in excess of one hundred fifteen percent (110%) of the annual Contract Quantity, then the Energy Price for such excess Bundled Green Energy for the remainder of that Contract Year shall be reduced to zero dollars ($0), and for each CAISO settlement interval during that time in which the real time Locational Marginal Price is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times the Bundled Green Energy delivered during such settlement interval; Monthly Energy Payment. For each month, Buyer shall pay Seller for the Product an amount equal to the sum for each hour in the month of the product of the Energy Price times the Bundled Green Energy in each hour (“Monthly Energy Payment”). Monthly Energy Payment = ∑ Energy Price x Bundled Green Energy For any period where the quantity of Bundled Green Energy is less than the quantity of Delivered Energy and the quantity of Bundled Green Energy cannot practicably be determined for each settlement interval during such period (for example, where WREGIS does not specify in which settlement periods Renewable Energy Credits were delivered or not delivered), then the quantity of Bundled Green Energy for any settlement interval during the entire period shall be equal to the product of the quantity of Delivered Energy for a settlement interval multiplied by the quotient of the aggregate quantity of Green Attributes that are delivered to Buyer during such entire period divided by the aggregate quantity of Delivered Energy that is delivered to Buyer during such entire period. Imbalance Energy. Seller shall use commercially reasonable efforts to deliver Energy in accordance with the Scheduled Energy. ▇▇▇▇▇ and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. When Delivered Energy minus Scheduled Energy is a positive amount, it shall be considered “Positive Imbalance Energy;” when Delivered Energy minus Scheduled Energy is a negative amount, the absolute (i.e., positive) value of that amount shall be considered the “Negative Imbalance Energy.” [When Seller is SC for the Project or when Buyer is SC but Project is not in the VER Forecasting Program: Seller shall be responsible for settlement of Imbalance Energy with the CAISO and all fees, liabilities, assessments, or similar charges assessed by the CAISO in connection with Imbalance Energy.] Buyer and Seller shall cooperate to minimize charges and imbalances associated with Imbalance Energy to the extent possible. Seller shall promptly notify Buyer as soon as possible of any material imbalance that is occurring or has occurred. [When SDG&E is SC for the Project and Project is in the VER Forecasting Program: Buyer shall receive all Green Attributes for the Positive Imbalance Energy in all settlement intervals.] Positive Imbalance Energy (Over Deliveries). In the event that Delivered Energy for any CAISO settlement interval is equal to or greater than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Positive Imbalance Energy. Buyer shall receive all Green Attributes for the Positive Imbalance Energy in such CAISO settlement interval regardless as to whether it was sold into the CAISO. Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC and Seller shall make all payments to the CAISO in respect of the Positive Imbalance Energy. Negative Imbalance Energy (Under Deliveries). In the event that Delivered Energy for any CAISO settlement interval is less than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Negative Imbalance Energy. Seller shall make all payments to the CAISO and Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC in respect of the Negative Imbalance Energy required under the CAISO Tariff.]

Energy Price. The price for the Bundled Green Energy and Deemed Bundled Green Energy that is delivered to Buyer in each Contract Year shall be as follows (“Energy Price”): provided, however, that: if Seller delivers Bundled Green Energy in the aggregate for any CAISO settlement interval (not to exceed one hour) in excess of the product of the Contract Capacity times the length of such settlement interval, expressed in hours, then the Energy Price for such excess Bundled Green Energy in such settlement interval shall be reduced to zero dollars ($0), and if the real time Locational Marginal Price for the Delivery Point during such settlement interval is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times such excess Bundled Green Energy; if Seller delivers Bundled Green Energy plus Deemed Bundled Green Energy, in the aggregate aggregate, for any Contract Year during the Delivery Term in excess of one hundred fifteen percent (110115%) of the annual Contract Quantity, then the Energy Price for such excess Bundled Green Energy and Deemed Bundled Green Energy, if any, for each settlement interval for the remainder of that Contract Year shall be reduced to zero dollars ($0), ) and for each Seller shall be entitled to the CAISO settlement interval during that time in which the real time revenues (including positive Locational Marginal Price is less than zero dollars ($0)Prices, credits and other payments) in respect of such excess amounts and Seller shall pay to Buyer an amount equal to be responsible for the absolute value of such CAISO costs (including negative Locational Marginal Price times Prices, penalties, sanctions and other charges) in respect of such excess amounts. Reserved [For FCDS bids (excluding Projects located outside of the Bundled Green Energy delivered during such settlement interval; CAISO): Monthly Energy Payment. For each monthmonth during which Seller has achieved “Full Capacity Deliverability Status,” as defined in the CAISO Tariff (“FCDS”) as determined by the CAISO, Buyer shall pay Seller for the Product an amount equal to the sum for each hour in the month of the product of the Energy Price times the sum of Bundled Green Energy plus Deemed Bundled Green Energy in each hour (“Monthly Energy Payment”). Monthly Energy Payment = ∑ For each month during which Seller has not achieved FCDS as determined by the CAISO, Buyer shall pay Seller for the Product an amount equal to the sum for each hour in the month of the product of (i) the Energy Price x Bundled Green Energy For any period where minus [insert the quantity $/MWh equal to the Deliverability Value] (“Deliverability Value”) times (ii) the sum of Bundled Green Energy is less than the quantity of Delivered Energy and the quantity of plus Deemed Bundled Green Energy cannot practicably be determined for each settlement interval during such period (for example, where WREGIS does not specify in which settlement periods Renewable Energy Credits were delivered or not delivered), then the quantity of Bundled Green Energy for any settlement interval during the entire period shall be equal to the product of the quantity of Delivered Energy for a settlement interval multiplied by the quotient of the aggregate quantity of Green Attributes that are delivered to Buyer during such entire period divided by the aggregate quantity of Delivered Energy that is delivered to Buyer during such entire period. Imbalance Energy. Seller shall use commercially reasonable efforts to deliver Energy in accordance with the Scheduled Energy. ▇▇▇▇▇ and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. When Delivered Energy minus Scheduled Energy is a positive amount, it shall be considered “Positive Imbalance Energy;” when Delivered Energy minus Scheduled Energy is a negative amounttogether, the absolute (i.e., positive) value of that amount shall be considered the “Negative Imbalance EnergyMonthly Energy Payment”).” [When Seller is SC for the Project or when Buyer is SC but Project is not in the VER Forecasting Program: Seller shall be responsible for settlement of Imbalance Energy with the CAISO and all fees, liabilities, assessments, or similar charges assessed by the CAISO in connection with Imbalance Energy.] Buyer and Seller shall cooperate to minimize charges and imbalances associated with Imbalance Energy to the extent possible. Seller shall promptly notify Buyer as soon as possible of any material imbalance that is occurring or has occurred. [When SDG&E is SC for the Project and Project is in the VER Forecasting Program: Buyer shall receive all Green Attributes for the Positive Imbalance Energy in all settlement intervals.] Positive Imbalance Energy (Over Deliveries). In the event that Delivered Energy for any CAISO settlement interval is equal to or greater than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Positive Imbalance Energy. Buyer shall receive all Green Attributes for the Positive Imbalance Energy in such CAISO settlement interval regardless as to whether it was sold into the CAISO. Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC and Seller shall make all payments to the CAISO in respect of the Positive Imbalance Energy. Negative Imbalance Energy (Under Deliveries). In the event that Delivered Energy for any CAISO settlement interval is less than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Negative Imbalance Energy. Seller shall make all payments to the CAISO and Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC in respect of the Negative Imbalance Energy required under the CAISO Tariff.]

Energy Price. The price For each MWh delivered pursuant to a Final Physical Energy Schedule, that is not produced during a start-up as addressed in Section K below, and which was generated by Seller- provided fuel or obtained from the CAISO imbalance energy supplies, Buyer will pay Seller an Energy Price each month in U.S. dollars calculated as follows: Energy Price (in $) = BHR * BTGP * Total Qualifying MWh * (1000 kWh / MWh) * (mmBtu / 1,000,000 Btu) Where for the Bundled Green Unit, BHR = is the “Billing Heat Rate” which shall be the lesser of the Unit’s monthly Actual Heat Rate and the Guaranteed Heat Rate, expressed in Btu/kWh (HHV), as provided in Section I hereof; BTGP is the “Burner Tip Gas Price” expressed in $ / mmBtu (HHV), as provided in Section M hereof; and “Total Qualifying MWh” is the number of MWh for the month delivered pursuant to a Final Physical Energy Schedule, that were not produced during a start-up as addressed in Section K below, and which were generated by Seller-provided fuel or obtained from the CAISO imbalance energy supplies. I. Guaranteed Heat Rate (“GHR”) 1. The Guaranteed Heat Rate (“GHR”) for the Unit is 13,500 Btu/kWh (HHV) (higher heating value or “HHV”). 2. Each month Seller will perform a comparison of the Actual Heat Rate (“AHR”) for the Unit against the GHR, as follows: (a) For every month, Seller will measure the Actual Heat Rate (“AHR”) for the Unit for all hours in which the following three conditions are satisfied (“AHR Hours”): (i) the Unit was Scheduled by Buyer, (ii) Seller delivered the full Final Physical Energy Schedule for the Unit to Buyer and (iii) the Unit operated at steady-state and at full load (including minor variations in output due to changes in ambient conditions, but not including ramping up or down or planned or unplanned discontinuation of operations). Such monthly AHR will be measured in Btu/kWh (HHV) using the sum of the Designated Hourly Fuel Consumption for each Contract Year shall be as follows (AHR Hour of the month divided by the sum of the Final Physical Energy Schedules for each such hour of the month. For purposes of this calculation, the “Energy Price”): provided, however, that: if Seller delivers Bundled Green Energy in Designated Hourly Fuel Consumption” for the aggregate for any CAISO settlement interval (not to exceed one hour) in excess of Unit is the product of (i) Final Physical Energy Schedule divided by Unadjusted Metered Energy for that hour, multiplied by (ii) actual fuel consumption of the Contract Capacity times the length of such settlement interval, expressed in hours, then the Energy Price Unit for such excess Bundled Green Energy in such settlement interval shall be reduced to zero dollars hour as measured by the Gas Metering Equipment. ($0), and if the real time Locational Marginal Price b) The GHR for the Delivery Point during such settlement interval is less than zero dollars ($0)Month and the AHR for the Delivery Month will be used to determine the Billing Heat Rate for the monthly Energy Price in that Delivery Month as set forth in Section H above. 3. The Operations Committee shall evaluate, Seller shall pay to Buyer an amount equal and may recommend to the absolute value of such negative Locational Marginal Price times such excess Bundled Green Energy; if Parties, procedures to provide additional incentives to Seller delivers Bundled Green Energy in to maintain low actual heat rate for the aggregate Unit. J. Variable O&M Payments The Variable O&M Payment (“VOMP”) for any Contract Year during each monthly billing period equals the Delivery Term in excess of one hundred fifteen percent (110%) Variable O&M Rate multiplied by the sum, over only those hours when the Unit is Scheduled pursuant to Section 3.2, of the annual Contract Quantity, then lesser of in each hour:(i) the Unadjusted Metered Energy Price for such excess Bundled Green (in MWh); or (ii) the Final Physical Energy Schedule (in MWh). The Variable O&M Rate for the remainder term of that Contract Year shall be reduced to zero dollars (the Agreement is $0), and for each CAISO settlement interval during that time in which the real time Locational Marginal Price is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times the Bundled Green Energy delivered during such settlement interval; Monthly Energy Payment. For each month, 12.00 / MWh. K. Start-up Payment Buyer shall pay Seller for the Product an amount equal to the sum for each hour in the month of the product of the Energy Price times the Bundled Green Energy in each hour (a Monthly Start Payment or “Monthly Energy Payment”). Monthly Energy Payment = ∑ Energy Price x Bundled Green Energy For any period where the quantity of Bundled Green Energy is less than the quantity of Delivered Energy and the quantity of Bundled Green Energy cannot practicably be determined for each settlement interval during such period (for example, where WREGIS does not specify in which settlement periods Renewable Energy Credits were delivered or not delivered), then the quantity of Bundled Green Energy for any settlement interval during the entire period shall be MSP” equal to the product of the quantity Start Price (“SP”) of Delivered Energy for a settlement interval multiplied by the quotient $1,000.00 per successful start of the aggregate quantity Unit times the number of Green Attributes successful starts of the Unit in the month in response to a start request from Buyer. A start is deemed successful where the Unit has either: (i) reached its Final Physical Energy Schedule or (ii) the Unit is in a steady state of operation for one (1) hour following the initiation of the start sequence (“Successful Start”). Buyer is not obligated to pay the Start Price for unsuccessful starts or for starts not requested by Buyer. Buyer is entitled to no more than two (2) Successful Starts per day. L. Start Fuel Price (“SFP”) 1. For each Successful Start in response to a start request from Buyer and using fuel supplied by Seller pursuant to the Approved Fuel Plan, Buyer shall pay Seller a “Start Fuel Price” or “SFP” as follows: where, BSF is the “Billing Start Fuel” which shall be the lesser of the Actual Start Fuel (“ASF”) or the Guaranteed Start Fuel (“GSF”), expressed in mmBtu/start (HHV) where, ASF is the amount of fuel consumed during the period commencing upon the initiation of the starting sequence and ending when either (i) for Successful Starts, the Unit has reached its Final Physical Energy Schedule or one (1) hour following the initiation of the start sequence, or (ii) for unsuccessful starts, the attempt to start is terminated and the Unit begins an outage; “Guaranteed Start Fuel” (“GSF”) is 200 mmBtu (HHV) / Start-up; and, BTGP is the “Burner Tip Gas Price” as defined in Section M. 2. SFP shall be zero for each and every start that are (i) uses fuel supplied by Buyer, (ii) was not requested by Buyer or (iii) was unsuccessful. 3. The Monthly Start Fuel Payment or “MSFP” shall be the sum of SFP for all starts in a month. 4. If Buyer supplies the fuel consumed during start-up, Seller shall reimburse Buyer monthly for its actual incremental delivered cost of fuel: (a) For those starts where ASF exceeds GSF for successful starts (and only to the extent that ASF exceeded GSF); and (b) for unsuccessful starts, if any. M. Fuel Cost and Fuel Supply 1. Seller shall arrange for natural gas transportation to the Facilities which transportation may be interruptible. In the event Buyer during such entire period divided by notifies Seller in its annual review of the aggregate quantity of Delivered Energy Approved Fuel Plan described below that is delivered it wishes for Seller to Buyer during such entire period. Imbalance Energy. arrange for firm natural gas transportation, Seller shall use commercially reasonable efforts to deliver obtain firm transportation service but shall have no liability in the event that firm transportation is not available. Seller’s cost of natural gas transportation shall be included in the calculation of the Variable Fuel Cost or Fixed Fuel Charge as appropriate. 2. Seller will allocate for Buyer's account all actual fuel costs incurred by Seller for the Unit for all hours in which Energy was Scheduled from the Unit by Buyer utilizing (for purposes of allocating fuel usage to the specific hours in which the Unit operated with respect to Buyer’s Schedule) the meter data from the Gas Metering Equipment. Such amount allocated to Buyer’s account will be deemed the “Preliminary Variable Fuel Cost” and will include all actual variable fuel costs, including commodity, transportation, fees, taxes and other charges, delivered to the Unit, as such costs are determined in accordance with the Scheduled Energy. ▇▇▇▇▇ then-current Approved Fuel Plan, excluding imbalance costs addressed in M.5; provided, however, that any fixed fuel costs incurred by Seller in providing fuel to the Unit pursuant to the Approved Fuel Plan shall be recovered by Seller from Buyer in the form of the monthly Fixed Fuel Charge (“FFC”), as provided in Section M.4 below, and Seller recognize that from time to time the amount these portions of Delivered Energy will deviate Unit fuel costs shall be otherwise excluded from the amount of Scheduled EnergyPreliminary Variable Fuel Cost. When Delivered Energy minus Scheduled Energy is a positive amount, it shall be considered “Positive Imbalance Energy;” when Delivered Energy minus Scheduled Energy is a negative amountIn addition, the absolute Preliminary Variable Fuel Cost will be adjusted as follows: For each hour in which the Unit is dispatched by Buyer, the portion of the Preliminary Variable Fuel Cost allocated to such hour (i.e., positive) value of that amount shall be considered the “Negative Imbalance Energy.” [When Seller is SC for the Project or when Buyer is SC but Project is not in the VER Forecasting Program: Seller shall Preliminary Hourly Variable Fuel Cost”) will be responsible for settlement of Imbalance Energy with the CAISO and all fees, liabilities, assessments, or similar charges assessed multiplied by the CAISO in connection with Imbalance Energy.] Buyer and Seller shall cooperate to minimize charges and imbalances associated with Imbalance ratio of the Final Physical Energy Schedule for such hour to the extent possible. Seller shall promptly notify Buyer as soon as possible of any material imbalance that is occurring or has occurred. [When SDG&E is SC for the Project and Project is in the VER Forecasting Program: Buyer shall receive all Green Attributes for the Positive Imbalance Energy in all settlement intervals.] Positive Imbalance Energy (Over Deliveries). In the event that Delivered Energy for any CAISO settlement interval is equal to or greater than Scheduled Unadjusted Metered Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect hour and such resulting product will be deemed the “Designated Hourly Variable Fuel Cost”. The sum of the Positive Imbalance EnergyDesignated Hourly Variable Fuel Costs will equal the “Variable Fuel Cost” for such month. 3. Buyer The Burner Tip Gas Price (“BTGP”) shall receive all Green Attributes be calculated by dividing the Variable Fuel Cost for a month by the sum of the Designated Hourly Fuel Consumption for the Positive Imbalance Energy in such CAISO settlement interval regardless month, expressed as to whether it was sold into the CAISO. Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC and Seller shall make all payments to the CAISO in respect of the Positive Imbalance Energy. Negative Imbalance Energy (Under Deliveries). In the event that Delivered Energy for any CAISO settlement interval is less than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Negative Imbalance Energy. Seller shall make all payments to the CAISO and Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC in respect of the Negative Imbalance Energy required under the CAISO TariffmmBtu.]

Energy Price. The 6.3.1 During the Delivery Term, Buyer may use up to eighty percent (80%) of the maximum Contract Energy that should be available in an hour from the Contract Capacity, to supply forward contracts with delivery terms that begin on or after the Delivery Term and terminate no later than the prompt year (that is, the year in which the deliveries are to begin under a forward contract) plus thirty-six (36) months from the forward contract date of execution, unless otherwise agreed by the Parties (hereinafter "Forward Contracts"). 6.3.2 During the Delivery Term, the Energy Price for Contract Energy shall be: (A) for all on-peak Contract Energy Buyer uses to supply Forward Contracts, the Energy Price shall be: (i) the midpoint of the bid and offer prices or, if available, the "Last" price (or some derivation calculated from such posted price or prices if necessary to correlate the posted price or prices more closely with the characteristics of the Forward Contract) posted on the Intercontinental Exchange ("ICE"), under Fin Swap Peak Cin Hub Real Time, for the Bundled Green Energy product (or products, if it is necessary to combine several products to cover the term of the Forward Contract) that is delivered the Parties mutually agree corresponds, or most closely corresponds, to Buyer in each Contract Year shall be as follows (“Energy Price”): provided, however, that: if Seller delivers Bundled Green Energy in the aggregate for any CAISO settlement interval (not to exceed one hour) in excess on-peak portion of the product sold by Buyer via the Forward Contract. Once the Parties are in agreement on the on-peak price, Buyer shall provide to the Seller a screen shot (or screen shots, if multiple prices are used to cover the term of the Contract Capacity times Forward Contract) of the length price or prices used from ICE to derive the agreed upon price. In the event the Parties cannot agree on the prices listed or to a price derived from the prices listed for the on-peak portion of the product sold by Buyer via the Forward Contract, then (ii) Buyer shall seek, from an agreed upon commercially recognized energy broker or from the broker sheets produced by such energy broker, a quote or quotes for an on-peak product for which the duration and magnitude can be used as a commercially reasonable proxy to price the on-peak portion of such settlement intervalForward Contract, expressed and if the Parties agree to a price based on the midpoint of the bid and offer prices from such broker quotes or broker sheet pricing (or some derivation calculated from such broker quotes or broker sheet pricing if necessary to correlate the broker quotes or broker sheet pricing more closely with the characteristics of the Forward Contract), that price shall be used for the on-peak Energy price. Prior to agreeing to a price based on the broker quote or broker sheets, the Parties acknowledge and agree that Seller shall have the right to independently verify that the broker information used is reasonable by soliciting other broker quotes or reviewing other broker sheets. If the Parties elect to obtain the quote from an energy broker, Buyer shall have the right to obtain such quote without Seller by conducting a recorded phone call or Internet survey through Instant Messenger ("IM") communication. A copy of either the IM communication or the recorded phone conversations will be provided to Seller as verification; or (iii) in hoursthe event that the Parties are unable to agree on an on-peak price based on ICE or from a broker quote, then Buyer shall have the option, but shall not be obligated, to pay Seller the price determined in accordance with Section 6.3.2 (C) for Energy used to supply such Forward Contract. (B) for all off-peak Contract Energy Buyer uses to supply Forward Contracts, the Energy Price shall be: (i) the midpoint of the bid and offer prices or, if available, the "Last" price (or some derivation calculated from such posted price or prices if necessary to correlate the posted price or prices more closely with the characteristics of the Forward Contract) posted on the Intercontinental Exchange ("ICE"), under Fin Swap Peak Cin Hub Real Time, for the product (or products, if it is necessary to combine several products to cover the term of the Forward Contract) that the Parties mutually agree corresponds, or most closely corresponds, to the off-peak portion of the product sold by Buyer via the Forward Contract. Once the Parties are in agreement on the off-peak price, Buyer shall provide to the Seller a screen shot (or screen shots, if multiple prices are used to cover the term of the Forward Contract) of the price or prices used from ICE to derive the agreed upon price. In the event the Parties cannot agree on the prices listed or to a price derived from the prices listed for the off-peak portion of the product sold by Buyer via the Forward Contract, then (ii) Buyer shall seek, from an agreed upon commercially recognized energy broker or from the broker sheets produced by such energy broker, a quote or quotes for an off-peak product for which the duration and magnitude can be used as a commercially reasonable proxy to price the off-peak portion of such Forward Contract, and if the Parties agree to a price based on the midpoint of the bid and offer prices from such broker quotes or broker sheet pricing (or some derivation calculated from such broker quotes or broker sheet pricing if necessary to correlate the broker quotes or broker sheet pricing more closely with the characteristics of the Forward Contract), that price shall be used for the off-peak Energy price. Prior to agreeing to a price based on the broker quote or broker sheets, the Parties acknowledge and agree that Seller shall have the right to independently verify that the broker information used is reasonable by soliciting other broker quotes or reviewing other broker sheets. If the Parties elect to obtain the quote from an energy broker, Buyer shall have the right to obtain such quote without Seller by conducting a recorded phone call or Internet survey through Instant Messenger ("IM") communication. A copy of either the IM communication or the recorded phone conversations will be provided to Seller as verification; or (iii) in the event that the Parties are unable to agree on an off-peak price based on ICE or from a broker quote, Buyer shall have the option, but shall not be obligated, to pay Seller the price determined in accordance with Section 6.3.2 (C) for Energy used to supply such Forward Contract. (C) for all Contract Energy scheduled day-ahead but not priced in accordance with Sections 6.3(A) or (B) or in accordance with Section 4.2, the Parties agree the Energy Price for such excess Bundled Green Contract Energy in such settlement interval shall be reduced to zero dollars be: ($0), and if i) the real time Locational Marginal Price for the Delivery Point during such settlement interval is less than zero dollars Midwest ISO ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times such excess Bundled Green Energy; if Seller delivers Bundled Green Energy in the aggregate for any Contract Year during the Delivery Term in excess of one hundred fifteen percent (110%or other applicable RTO) of the annual Contract Quantity, then the Energy Price for such excess Bundled Green Energy for the remainder of that Contract Year shall be reduced to zero dollars ($0), and for each CAISO settlement interval during that time in which the real time Locational Marginal Price is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times the Bundled Green Energy delivered during such settlement interval; Monthly Energy Payment. For each month, Buyer shall pay Seller for the Product an amount equal to the sum Day-Ahead LMP for each hour at the EEI Interface CpNode, provided that the Seller's Control Area and the transmission system comprising Seller's Control Area have not been transferred to the Midwest ISO or other RTO; or (ii) the Midwest ISO (or other applicable RTO) Day-Ahead LMP for each hour at the CpNode at the Unit if the Seller's Control Area and the transmission system comprising Seller's Control Area have been transferred to the Midwest ISO or other RTO, provided in each case that the month Midwest ISO or the other RTO operates an LMP Market; or (iii) if operational control of the product Seller's Control Area and the transmission system comprising Seller's Control Area have been transferred to an RTO and such RTO has not implemented an LMP Market and/or no Day-Ahead LMP price is available, then such other price as the Parties otherwise mutually agree to in writing, provided that, if the Parties cannot agree upon such price within sixty (60) days of the Energy Price times the Bundled Green Energy in each hour (“Monthly Energy Payment”)transfer of such operational control, this Agreement shall automatically terminate at such time without further action by either Party. Monthly Energy Payment = ∑ Energy Price x Bundled Green Energy For any period where the quantity of Bundled Green Energy is less than the quantity of Delivered Energy and the quantity of Bundled Green Energy cannot practicably be determined for each settlement interval during such period (for example, where WREGIS does not specify in which settlement periods Renewable Energy Credits were delivered or not delivered), then the quantity of Bundled Green Energy for any settlement interval during the entire period shall be equal to the product of the quantity of Delivered Energy for a settlement interval multiplied by the quotient of the aggregate quantity of Green Attributes that are delivered to Buyer during such entire period divided by the aggregate quantity of Delivered Energy that is delivered to Buyer during such entire period. Imbalance Energy. Seller shall use commercially reasonable efforts to deliver Energy in accordance with the Scheduled Energy. ▇▇▇▇▇ and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. When Delivered Energy minus Scheduled Energy is a positive amount, it shall be considered “Positive Imbalance Energy;” when Delivered Energy minus Scheduled Energy is a negative amount, the absolute (i.e., positive) value of that amount shall be considered the “Negative Imbalance Energy.” [When Seller is SC for the Project or when Buyer is SC but Project is not in the VER Forecasting Program: Seller shall be responsible for settlement of Imbalance Energy with the CAISO and all fees, liabilities, assessments, or similar charges assessed by the CAISO in connection with Imbalance Energy.] Buyer and Seller shall cooperate to minimize charges and imbalances associated with Imbalance Energy to the extent possible. Seller shall promptly notify Buyer as soon as possible of any material imbalance that is occurring or has occurred. [When SDG&E is SC for the Project and Project is in the VER Forecasting Program: Buyer shall receive all Green Attributes for the Positive Imbalance Energy in all settlement intervals.] Positive Imbalance Energy (Over Deliveries). : 6.3.3 In the event that Delivered Energy for any CAISO settlement interval is equal the Cinergy Index or Midwest ISO LMP Market (or other RTO LMP Market that has functional control of Seller's transmission system) ceases to or greater than Scheduled Energy for such CAISO settlement intervalexist during the Delivery Term, Buyer shall have no payment obligation and Seller will revise this Agreement in respect an effort to provide for its effective implementation and application, without altering the balance of risks, rewards, and costs currently set forth in this Agreement; provided, however if the Parties fail to execute such a revision within sixty (60) days of the Positive Imbalance Energy. Buyer shall receive all Green Attributes for the Positive Imbalance Energy in such CAISO settlement interval regardless as to whether it was sold into the CAISO. Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC and Seller shall make all payments to the CAISO in respect termination of the Positive Imbalance Energy. Negative Imbalance Energy (Under Deliveries). In the event that Delivered Energy for any CAISO settlement interval is less than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect existence of the Negative Imbalance Energy. Seller Cinergy Index or the Midwest ISO (or other RTO) LMP Market, this Agreement shall make all payments to the CAISO and Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC in respect of the Negative Imbalance Energy required under the CAISO Tariffautomatically terminate at such time without further action by either Party.]

Energy Price. The price for the Bundled Green Energy that is delivered to Buyer in each Contract Year shall be as follows (“Energy Price”): provided, however, that: : (i) if Seller delivers the sum of Bundled Green Energy in the aggregate plus Deemed Bundled Green Energy for any CAISO settlement interval (not to exceed one hour) in excess of ), exceeds the product of the Contract Capacity times the length of such settlement interval, expressed in hours, then the Energy Price for such excess Bundled Green Energy and Deemed Bundled Green Energy in such settlement interval shall be reduced to zero dollars ($0), and if the real time Locational Marginal Price for the Delivery Point during such settlement interval is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times such excess Bundled Green Energy; ; (ii) if Seller delivers the sum of Bundled Green Energy in the aggregate plus Deemed Bundled Green Energy for any Contract Year during the Delivery Term in excess of Term, exceeds one hundred fifteen percent (110115%) of the annual Contract Quantity, then the Energy Price for such excess Bundled Green Energy and Deemed Bundled Green Energy for each settlement interval for the remainder of that Contract Year shall be reduced to zero dollars ($0) and Seller shall be entitled to the CAISO revenues (including positive Locational Marginal Prices, credits and other payments) in respect of such excess Bundled Green Energy and Seller shall be responsible for the CAISO costs (including negative Locational Marginal Prices, penalties, sanctions and other charges) in respect of such excess Bundled Green Energy. (iii) [Delete and replace with “Reserved” for Energy Only Bids : if the sum of Bundled Green Energy plus Deemed Bundled Green Energy that, in the aggregate for any ▇▇▇ Period during the Delivery Term, exceeds one hundred fifteen percent (115%) of the ▇▇▇ Delivery Cap listed in the table below for that ▇▇▇ Period (“▇▇▇ Delivery Cap”), then the Energy Price for such excess Bundled Green Energy and Deemed Bundled Green Energy in such ▇▇▇ Period shall be reduced to zero dollars ($0), and for each CAISO settlement interval during that time in which the real time Locational Marginal Price is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times the Bundled Green Energy delivered during such settlement interval; Monthly Energy Payment. For each month, Buyer shall pay Seller for the Product an amount equal to the sum for each hour in the month of the product of the Energy Price times the Bundled Green Energy in each hour (“Monthly Energy Payment”). Monthly Energy Payment = ∑ Energy Price x Bundled Green Energy For any period where the quantity of Bundled Green Energy is less than the quantity of Delivered Energy and the quantity of Bundled Green Energy cannot practicably be determined for each settlement interval during such period (for example, where WREGIS does not specify in which settlement periods Renewable Energy Credits were delivered or not delivered), then the quantity of Bundled Green Energy for any settlement interval during the entire period shall be equal to the product of the quantity of Delivered Energy for a settlement interval multiplied by the quotient of the aggregate quantity of Green Attributes that are delivered to Buyer during such entire period divided by the aggregate quantity of Delivered Energy that is delivered to Buyer during such entire period. Imbalance Energy. Seller shall use commercially reasonable efforts to deliver Energy in accordance with the Scheduled Energy. ▇▇▇▇▇ and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. When Delivered Energy minus Scheduled Energy is a positive amount, it shall be considered “Positive Imbalance Energy;” when Delivered Energy minus Scheduled Energy is a negative amount, the absolute (i.e., positive) value of that amount shall be considered the “Negative Imbalance Energy.” [When Seller is SC for the Project or when Buyer is SC but Project is not in the VER Forecasting Program: Seller shall be responsible for settlement of Imbalance Energy with the CAISO and all fees, liabilities, assessments, or similar charges assessed by the CAISO in connection with Imbalance Energy.] Buyer and Seller shall cooperate to minimize charges and imbalances associated with Imbalance Energy to the extent possible. Seller shall promptly notify Buyer as soon as possible of any material imbalance that is occurring or has occurred. [When SDG&E is SC for the Project and Project is in the VER Forecasting Program: Buyer shall receive all Green Attributes for the Positive Imbalance Energy in all settlement intervals.] Positive Imbalance Energy (Over Deliveries). In the event that Delivered Energy for any CAISO settlement interval is equal to or greater than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Positive Imbalance Energy. Buyer shall receive all Green Attributes for the Positive Imbalance Energy in such CAISO settlement interval regardless as to whether it was sold into the CAISO. Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC and Seller shall make all payments to the CAISO in respect of the Positive Imbalance Energy. Negative Imbalance Energy (Under Deliveries). In the event that Delivered Energy for any CAISO settlement interval is less than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Negative Imbalance Energy. Seller shall make all payments to the CAISO and Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC in respect of the Negative Imbalance Energy required under the CAISO Tariff.]:

Energy Price. Buyer is liable to pay to Seller: [ ] Fixed price: The Energy Price (“EP”) shall be [●]€/Unit. [ ] As of 1 January each year, the price is corrected for inflation. The inflation index used is [●] and [●] is the Base Year. [ ] Indexed: The Energy Price (“EP”) shall be in €/Unit and based on the Price Index [●] (“PI”) times Multiplier (“M”) and Surcharge/Discount (“SD”) of [●] according to the following formula: [ ] Set Periodically: The price for the Bundled Green Energy that is delivered to Buyer in each Contract Year shall be as follows set [●] by the Seller based on the costs incurred and set through the process described in Annex 5. Fixed Monthly Fee: In addition to any other amounts due under this Agreement, Buyer is liable to pay to Seller the Fixed Monthly Fee. The Fixed Monthly Fee (“Energy PriceFMF”): provided) is [●] €/Month. [ ] As of 1 January each year, however, that: if Seller delivers Bundled Green Energy in the aggregate price is corrected for any CAISO settlement interval (not to exceed one hour) in excess of inflation. The inflation index used is [●] with [●] as Base Year. Annual Volume Make-up Fee [ ] If a Buyer Annual Volume applies] If the product sum of the Contract Capacity times the length of such settlement interval, expressed Quantities in hours, then the Energy Price for such excess Bundled Green Energy in such settlement interval shall be reduced to zero dollars ($0), and if the real time Locational Marginal Price for the Delivery Point during such settlement interval is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times such excess Bundled Green Energy; if Seller delivers Bundled Green Energy in the aggregate for any Contract Year during the Delivery Term in excess of one hundred fifteen percent (110%) of the annual Contract Quantity, then the Energy Price for such excess Bundled Green Energy for the remainder of that Contract Year shall be reduced to zero dollars ($0), and for each CAISO settlement interval during that time in which the real time Locational Marginal Price is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times the Bundled Green Energy delivered during such settlement interval; Monthly Energy Payment. For each month, Buyer shall pay Seller for the Product an amount equal to the sum for each hour in the month of the product of the Energy Price times the Bundled Green Energy in each hour (“Monthly Energy Payment”). Monthly Energy Payment = ∑ Energy Price x Bundled Green Energy For any period where the quantity of Bundled Green Energy a calendar year is less than the quantity Buyer Annual Volume (BAV) then the Buyer will be liable to pay the Seller for the shortfall in volume against [●] % of Delivered the average annual Energy and Price as follows: Buyer Annual Volume Make-up Fee (“BAVMF”) The BAVMF will be corrected for the quantity of Bundled Green Energy cannot practicably be determined for each settlement interval during such period days that the Seller has failed to Deliver (for example, where WREGIS does not specify in which settlement periods Renewable Energy Credits were delivered or not deliveredif any), then by multiplying the quantity of Bundled Green Energy for any settlement interval during BAVMF with the entire period shall be equal days that Seller has not failed to the product of the quantity of Delivered Energy for a settlement interval multiplied by the quotient of the aggregate quantity of Green Attributes that are delivered to Buyer during such entire period Deliver divided by the aggregate quantity of Delivered Energy that is delivered to Buyer during such entire period. Imbalance Energy. Seller shall use commercially reasonable efforts to deliver Energy in accordance with the Scheduled Energy. ▇▇▇▇▇ and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. When Delivered Energy minus Scheduled Energy is a positive amount, it shall be considered “Positive Imbalance Energy;” when Delivered Energy minus Scheduled Energy is a negative amount, the absolute (i.e., positive) value of that amount shall be considered the “Negative Imbalance Energy.” [When Seller is SC for the Project number or when Buyer is SC but Project is not days in the VER Forecasting Program: calendar year. [ ] If a Seller shall be responsible for settlement of Imbalance Energy with Annual Volume applies] If the CAISO and all fees, liabilities, assessments, or similar charges assessed by the CAISO in connection with Imbalance Energy.] Buyer and Seller shall cooperate to minimize charges and imbalances associated with Imbalance Energy to the extent possible. Seller shall promptly notify Buyer as soon as possible of any material imbalance that is occurring or has occurred. [When SDG&E is SC for the Project and Project is in the VER Forecasting Program: Buyer shall receive all Green Attributes for the Positive Imbalance Energy in all settlement intervals.] Positive Imbalance Energy (Over Deliveries). In the event that Delivered Energy for any CAISO settlement interval is equal to or greater than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect sum of the Positive Imbalance Energy. Buyer shall receive all Green Attributes for the Positive Imbalance Energy Contract Quantities in such CAISO settlement interval regardless as to whether it was sold into the CAISO. Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC and Seller shall make all payments to the CAISO in respect of the Positive Imbalance Energy. Negative Imbalance Energy (Under Deliveries). In the event that Delivered Energy for any CAISO settlement interval a given calendar year is less than Scheduled the Seller Annual Volume (SAV) then the Seller will be liable to pay the Buyer for the shortfall in volume against [●] % of the average annual Energy Price as follows: Seller Annual Volume Make-up Fee (“SAVMF”) The SAVMF will be corrected for such CAISO settlement intervalthe days that the Seller has failed to deliver (if any), by multiplying the SAVMF with the number of days that Seller has not failed to Accept divided by the number of days in the calendar year. Network Fee In addition to any other amounts due under this Agreement, Buyer shall have no payment obligation in respect is liable to pay to Seller the Network Monthly Fee. [ ] The Network Monthly Fee (“NMF”) is [●] €/Month. [ ] The Network Capacity Fee (“NCF”) is [●] €/Unit/Scheduling Period/Month. [ ] As of 1 January each year, the Negative Imbalance Energyprice is corrected for inflation. Seller shall make all payments to the CAISO and Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC in respect of the Negative Imbalance Energy required under the CAISO TariffThe inflation index used is [●] with [●] as Base Year.]

Energy Price. The price for the Bundled Green Energy that is delivered to Buyer in each Contract Year shall be as follows (“Energy Price”): provided, however, that: : (i) if Seller delivers Bundled Green Energy in the aggregate for any CAISO settlement interval (not to exceed one hour) in excess of the product of the Contract Capacity times the length of such settlement interval, expressed in hours, then the Energy Price for such excess Bundled Green Energy in such settlement interval shall be reduced to zero dollars ($0), and if the real time Locational Marginal Price for the Delivery Point during such settlement interval is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times such excess Bundled Green Energy; ; (ii) if Seller delivers Bundled Green Energy in the aggregate for any Contract Year during the Delivery Term in excess of one hundred fifteen percent (110115%) of the annual Contract Quantity, then the Energy Price for such excess Bundled Green Energy for each settlement interval for the remainder of that Contract Year shall be reduced to zero dollars ($0) and Seller shall be entitled to the CAISO revenues (including positive Locational Marginal Prices, credits and other payments) in respect of such excess amounts and Seller shall be responsible for the CAISO costs (including negative Locational Marginal Prices, penalties, sanctions and other charges) in respect of such excess amounts. (iii) if Seller delivers Bundled Green Energy in the aggregate for any ▇▇▇ Period during the Delivery Term in excess of one hundred fifteen percent (115%) of the ▇▇▇ Delivery Cap listed in the table below for that ▇▇▇ Period (“▇▇▇ Delivery Cap”), then the Energy Price for such excess Bundled Green Energy in such ▇▇▇ Period shall be reduced to zero dollars ($0), and for each CAISO settlement interval during that time in which the real time Locational Marginal Price is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times the Bundled Green Energy delivered during such settlement interval; Monthly Energy Payment. For each month, Buyer shall pay Seller for the Product an amount equal to the sum for each hour in the month of the product of the Energy Price times the Bundled Green Energy in each hour (“Monthly Energy Payment”). Monthly Energy Payment = ∑ Energy Price x Bundled Green Energy For any period where the quantity of Bundled Green Energy is less than the quantity of Delivered Energy and the quantity of Bundled Green Energy cannot practicably be determined for each settlement interval during such period (for example, where WREGIS does not specify in which settlement periods Renewable Energy Credits were delivered or not delivered), then the quantity of Bundled Green Energy for any settlement interval during the entire period shall be equal to the product of the quantity of Delivered Energy for a settlement interval multiplied by the quotient of the aggregate quantity of Green Attributes that are delivered to Buyer during such entire period divided by the aggregate quantity of Delivered Energy that is delivered to Buyer during such entire period. Imbalance Energy. Seller shall use commercially reasonable efforts to deliver Energy in accordance with the Scheduled Energy. ▇▇▇▇▇ and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. When Delivered Energy minus Scheduled Energy is a positive amount, it shall be considered “Positive Imbalance Energy;” when Delivered Energy minus Scheduled Energy is a negative amount, the absolute (i.e., positive) value of that amount shall be considered the “Negative Imbalance Energy.” [When Seller is SC for the Project or when Buyer is SC but Project is not in the VER Forecasting Program: Seller shall be responsible for settlement of Imbalance Energy with the CAISO and all fees, liabilities, assessments, or similar charges assessed by the CAISO in connection with Imbalance Energy.] Buyer and Seller shall cooperate to minimize charges and imbalances associated with Imbalance Energy to the extent possible. Seller shall promptly notify Buyer as soon as possible of any material imbalance that is occurring or has occurred. [When SDG&E is SC for the Project and Project is in the VER Forecasting Program: Buyer shall receive all Green Attributes for the Positive Imbalance Energy in all settlement intervals.] Positive Imbalance Energy (Over Deliveries). In the event that Delivered Energy for any CAISO settlement interval is equal to or greater than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Positive Imbalance Energy. Buyer shall receive all Green Attributes for the Positive Imbalance Energy in such CAISO settlement interval regardless as to whether it was sold into the CAISO. Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC and Seller shall make all payments to the CAISO in respect of the Positive Imbalance Energy. Negative Imbalance Energy (Under Deliveries). In the event that Delivered Energy for any CAISO settlement interval is less than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Negative Imbalance Energy. Seller shall make all payments to the CAISO and Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC in respect of the Negative Imbalance Energy required under the CAISO Tariff.]:

Energy Price. The price for the Generation Facility Bundled Green Energy that is delivered to Buyer in each Contract Year shall be as follows (“Energy Price”): providedProvided, however, that: if Seller delivers Generation Facility Bundled Green Energy in the aggregate for any CAISO settlement interval (not to exceed one hour) in excess of the product of the Contract Capacity for the Generation Facility times the length of such settlement interval, expressed in hours, then the Energy Price for such excess Generation Facility Bundled Green Energy in such settlement interval shall be reduced to zero dollars ($0), and if the real time Locational Marginal Price for the Delivery Point during such settlement interval is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times such excess Generation Facility Bundled Green Energy; and if Seller delivers Generation Facility Bundled Green Energy in the aggregate for any Contract Year during the Delivery Term Period in excess of one hundred fifteen five percent (105%) of the annual Contract Quantity, then for any such portion of such Generation Facility Bundled Green Energy (i) in excess of one hundred five percent (105%) of the annual Contract Quantity up to one hundred ten percent (110%) of the annual Contract Quantity, then the Energy Price for such excess Generation Facility Bundled Green Energy for the remainder of that Contract Year shall be reduced to the lesser of (x) the Energy Price multiplied by fifty percent (50%) and (y) the real time Locational Marginal Price for the Delivery Point during the CAISO settlement interval when such Generation Facility Bundled Green Energy was delivered and (ii) in excess of one hundred ten percent (110%) of the annual Contract Quantity, the Energy Price for such excess Generation Facility Bundled Green Energy for the remainder of that Contract Year shall be reduced to zero dollars ($0); and, and in each case, for each CAISO settlement interval during that the time in which the real time Locational Marginal Price for any such excess Generation Facility Bundled Green Energy is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times the Generation Facility Bundled Green Energy delivered during such settlement interval; Monthly Energy Payment. LETTER OF CREDIT FORM13 IRREVOCABLE STANDBY LETTER OF CREDIT Reference Number: Transaction Date: BENEFICIARY: San Diego Gas & Electric Company Ladies and Gentlemen: (the “Bank”) hereby establishes this Irrevocable Standby Letter of Credit (“Letter of Credit”) in favor of San Diego Gas & Electric Company, a California corporation (the “Beneficiary”), for the account of ______________________, a ____________ corporation (the “Applicant”), for the amount of XXX AND XX/100 Dollars ($ ) (the “Available Amount”), effective immediately and expiring at 5:00 p.m., California time, on the Expiration Date (as hereinafter defined). This Letter of Credit shall be of no further force or effect upon the close of business on ______________ or, if such day is not a Business Day (as hereinafter defined), on the next preceding Business Day, unless extended in accordance with the terms of this Letter of Credit. For the purposes hereof, “Business Day” shall mean any day on which commercial banks are not authorized or required to close in San Diego, California. Subject to the terms and conditions herein, funds under this Letter of Credit are available to the Beneficiary by presentation in compliance on or prior to 5:00 p.m. California time, on or prior to the Expiration Date, of the following: 1. The original of this Letter of Credit and all amendments (or photocopy of the original for partial drawings); and 2. The Drawing Certificate issued in the form of Attachment A attached hereto and which forms an integral part hereof, duly completed and purportedly bearing the signature of an authorized representative of the Beneficiary. Notwithstanding the foregoing, any drawing hereunder may be requested by transmitting the requisite documents as described above to the Bank by facsimile at ______________ or such other number as specified from time to time by the Bank. The facsimile transmittal shall be deemed delivered when received. It is understood that drawings made by facsimile transmittal are deemed to be the operative instrument without the need of originally signed documents. Partial drawing of funds shall be permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance; provided that, the Available Amount shall be reduced by the amount of each monthsuch drawing. This Letter of Credit is transferable in whole or in part. Banking charges shall be the sole responsibility of the Applicant. It is a condition of this Letter of Credit that it shall be deemed automatically extended without an amendment for a one year period beginning on the present expiry date hereof and upon each anniversary of such date, Buyer unless at least ninety (90) days prior to any such expiry date we have sent you written notice by regular and registered mail or courier service that we elect not to permit this Letter of Credit to be so extended beyond, and will expire on its then current expiry date. No presentation made under this Letter of Credit after such expiry date will be honored except as described in the succeeding paragraph. We agree that if this Letter of Credit would otherwise expire during, or within 30 days after, an interruption of our business caused by an act of god, riot, civil commotion, insurrection, act of terrorism, war or any other cause beyond our control or by any strike or lockout, then this Letter of Credit shall pay Seller expire on the 30th day following the day on which we resume our business after the cause of such interruption has been removed or eliminated and any drawing on this Letter of Credit which could properly have been made but for such interruption shall be permitted during such extended period. This Letter of Credit sets forth in full our obligations and such obligations shall not in any way be modified, amended, amplified or limited by reference to any documents, instruments or agreements referred to herein, except only the Product attachment referred to herein; and any such reference shall not be deemed to incorporate by reference any document, instrument or agreement except for such attachment. The Bank engages with the Beneficiary that Beneficiary’s drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if presented to the Bank on or before the Expiration Date. Except so far as otherwise stated, this Letter of Credit is subject to the International Standby Practices ISP98 (also known as ICC Publication No. 590), or revision currently in effect (the “ISP”). As to matters not covered by the ISP, the laws of the State of California, without regard to the principles of conflicts of laws thereunder, shall govern all matters with respect to this Letter of Credit. AUTHORIZED SIGNATURE for Bank By: Title: DRAWING CERTIFICATE Bank Bank Address Subject: Irrevocable Standby Letter of Credit The undersigned , an authorized representative of San Diego Gas & Electric Company (the “Beneficiary”), hereby certifies to [Issuing Bank Name] (the “Bank”), and _____________________ (the “Applicant”), with reference to Irrevocable Standby Letter of Credit No. , dated , (the “Letter of Credit”), issued by the Bank in favor of the Beneficiary, as follows as of the date hereof: 1. The Beneficiary is entitled to draw under the Letter of Credit an amount equal to $ , for the sum for each hour following reason(s) [check applicable provision]: A. An Event of Default, as defined in the month Energy Storage Power Purchase Agreement between Beneficiary and Applicant (the “Agreement”), with respect to the Applicant has occurred and is continuing. [ ]B. The Letter of Credit will expire in fewer than sixty (60) days from the date hereof, and Applicant has not provided to Beneficiary alternate Performance Assurance (as defined in the Agreement) acceptable to Beneficiary. [ ]C. Applicant has forfeited all or part of its Pre-Construction Security as set forth and defined in the Agreement. [ ]C. Applicant has incurred Daily Delay Damages as set forth and defined in the Agreement. 2. Based upon the foregoing, the Beneficiary hereby makes demand under the Letter of Credit for payment of U.S. DOLLARS AND ____/100ths (U.S.$ ), which amount does not exceed (i) the amount set forth in paragraph 1 above, and (ii) the Available Amount under the Letter of Credit as of the product of the Energy Price times the Bundled Green Energy in each hour (“Monthly Energy Payment”). Monthly Energy Payment = ∑ Energy Price x Bundled Green Energy For any period where the quantity of Bundled Green Energy is less than the quantity of Delivered Energy and the quantity of Bundled Green Energy cannot practicably be determined for each settlement interval during such period (for example, where WREGIS does not specify in which settlement periods Renewable Energy Credits were delivered or not delivered), then the quantity of Bundled Green Energy for any settlement interval during the entire period shall be equal to the product of the quantity of Delivered Energy for a settlement interval multiplied by the quotient of the aggregate quantity of Green Attributes that are delivered to Buyer during such entire period divided by the aggregate quantity of Delivered Energy that is delivered to Buyer during such entire period. Imbalance Energy. Seller shall use commercially reasonable efforts to deliver Energy in accordance with the Scheduled Energy. ▇▇▇▇▇ and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. When Delivered Energy minus Scheduled Energy is a positive amount, it shall be considered “Positive Imbalance Energy;” when Delivered Energy minus Scheduled Energy is a negative amount, the absolute (i.e., positive) value of that amount shall be considered the “Negative Imbalance Energydate hereof.” [When Seller is SC for the Project or when Buyer is SC but Project is not in the VER Forecasting Program: Seller shall be responsible for settlement of Imbalance Energy with the CAISO and all fees, liabilities, assessments, or similar charges assessed by the CAISO in connection with Imbalance Energy.] Buyer and Seller shall cooperate to minimize charges and imbalances associated with Imbalance Energy to the extent possible. Seller shall promptly notify Buyer as soon as possible of any material imbalance that is occurring or has occurred. [When SDG&E is SC for the Project and Project is in the VER Forecasting Program: Buyer shall receive all Green Attributes for the Positive Imbalance Energy in all settlement intervals.] Positive Imbalance Energy (Over Deliveries). In the event that Delivered Energy for any CAISO settlement interval is equal to or greater than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Positive Imbalance Energy. Buyer shall receive all Green Attributes for the Positive Imbalance Energy in such CAISO settlement interval regardless as to whether it was sold into the CAISO. Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC and Seller shall make all payments to the CAISO in respect of the Positive Imbalance Energy. Negative Imbalance Energy (Under Deliveries). In the event that Delivered Energy for any CAISO settlement interval is less than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Negative Imbalance Energy. Seller shall make all payments to the CAISO and Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC in respect of the Negative Imbalance Energy required under the CAISO Tariff.]

Energy Price. The price For each MWh delivered pursuant to a Final Physical Energy Schedule, that is not produced during a start-up as addressed in Section K below, and which was generated by Seller- provided fuel or obtained from the CAISO imbalance energy supplies, Buyer will pay Seller an Energy Price each month in U.S. dollars calculated as follows: Energy Price (in $) = BHR * BTGP * Total Qualifying MWh * (1000 kWh / MWh) * (mmBtu / 1,000,000 Btu) Where for the Bundled Green Unit, BHR = is the “Billing Heat Rate” which shall be the lesser of the Unit’s monthly Actual Heat Rate and the Guaranteed Heat Rate, expressed in Btu/kWh (HHV), as provided in Section I hereof; BTGP is the “Burner Tip Gas Price” expressed in $ / mmBtu (HHV), as provided in Section M hereof; and “Total Qualifying MWh” is the number of MWh for the month delivered pursuant to a Final Physical Energy Schedule, that were not produced during a start-up as addressed in Section K below, and which were generated by Seller-provided fuel or obtained from the CAISO imbalance energy supplies. I. Guaranteed Heat Rate (“GHR”) 1. The Guaranteed Heat Rate (“GHR”) for the Unit is 10,000 Btu/kWh (HHV) (higher heating value or “HHV”). 2. Each month Seller will perform a comparison of the Actual Heat Rate (“AHR”) for the Unit against the GHR, as follows: (a) For every month, Seller will measure the Actual Heat Rate (“AHR”) for the Unit for all hours in which the following three conditions are satisfied (“AHR Hours”): (i) the Unit was Scheduled by Buyer, (ii) Seller delivered the full Final Physical Energy Schedule for the Unit to Buyer and (iii) the Unit operated at steady-state and at full load (including minor variations in output due to changes in ambient conditions, but not including ramping up or down or planned or unplanned discontinuation of operations). Such monthly AHR will be measured in Btu/kWh (HHV) using the sum of the Designated Hourly Fuel Consumption for each Contract Year shall be as follows (AHR Hour of the month divided by the sum of the Final Physical Energy Schedules for each such hour of the month. For purposes of this calculation, the “Energy Price”): provided, however, that: if Seller delivers Bundled Green Energy in Designated Hourly Fuel Consumption” for the aggregate for any CAISO settlement interval (not to exceed one hour) in excess of Unit is the product of (i) Final Physical Energy Schedule divided by Unadjusted Metered Energy for that hour, multiplied by (ii) actual fuel consumption of the Contract Capacity times the length of such settlement interval, expressed in hours, then the Energy Price Unit for such excess Bundled Green Energy in such settlement interval shall be reduced to zero dollars hour as measured by the Gas Metering Equipment. ($0), and if the real time Locational Marginal Price b) The GHR for the Delivery Point during such settlement interval is less than zero dollars ($0)Month and the AHR for the Delivery Month will be used to determine the Billing Heat Rate for the monthly Energy Price in that Delivery Month as set forth in Section H above. 3. The Operations Committee shall evaluate, Seller shall pay to Buyer an amount equal and may recommend to the absolute value of such negative Locational Marginal Price times such excess Bundled Green Energy; if Parties, procedures to provide additional incentives to Seller delivers Bundled Green Energy in to maintain low actual heat rate for the aggregate Unit. J. Variable O&M Payments The Variable O&M Payment (“VOMP”) for any Contract Year during each monthly billing period equals the Delivery Term in excess of one hundred fifteen percent (110%) Variable O&M Rate multiplied by the sum, over only those hours when the Unit is Scheduled pursuant to Section 3.2, of the annual Contract Quantity, then lesser of in each hour:(i) the Unadjusted Metered Energy Price for such excess Bundled Green (in MWh); or (ii) the Final Physical Energy Schedule (in MWh). The Variable O&M Rate for the remainder term of that Contract Year shall be reduced to zero dollars (the Agreement is $0), and for each CAISO settlement interval during that time in which the real time Locational Marginal Price is less than zero dollars ($0), Seller shall pay to Buyer an amount equal to the absolute value of such negative Locational Marginal Price times the Bundled Green Energy delivered during such settlement interval; Monthly Energy Payment. For each month, 12.00 / MWh. K. Start-up Payment Buyer shall pay Seller for the Product an amount equal to the sum for each hour in the month of the product of the Energy Price times the Bundled Green Energy in each hour (a Monthly Start Payment or “Monthly Energy Payment”). Monthly Energy Payment = ∑ Energy Price x Bundled Green Energy For any period where the quantity of Bundled Green Energy is less than the quantity of Delivered Energy and the quantity of Bundled Green Energy cannot practicably be determined for each settlement interval during such period (for example, where WREGIS does not specify in which settlement periods Renewable Energy Credits were delivered or not delivered), then the quantity of Bundled Green Energy for any settlement interval during the entire period shall be MSP” equal to the product of the quantity Start Price (“SP”) of Delivered Energy for a settlement interval multiplied by the quotient $1,000.00 per successful start of the aggregate quantity Unit times the number of Green Attributes successful starts of the Unit in the month in response to a start request from Buyer. A start is deemed successful where the Unit has either: (i) reached its Final Physical Energy Schedule or (ii) the Unit is in a steady state of operation for one (1) hour following the initiation of the start sequence (“Successful Start”). Buyer is not obligated to pay the Start Price for unsuccessful starts or for starts not requested by Buyer. Buyer is entitled to no more than two (2) Successful Starts per day. L. Start Fuel Price (“SFP”) 1. For each Successful Start in response to a start request from Buyer and using fuel supplied by Seller pursuant to the Approved Fuel Plan, Buyer shall pay Seller a “Start Fuel Price” or “SFP” as follows: where, BSF is the “Billing Start Fuel” which shall be the lesser of the Actual Start Fuel (“ASF”) or the Guaranteed Start Fuel (“GSF”), expressed in mmBtu/start (HHV) where, ASF is the amount of fuel consumed during the period commencing upon the initiation of the starting sequence and ending when either (i) for Successful Starts, the Unit has reached its Final Physical Energy Schedule or one (1) hour following the initiation of the start sequence, or (ii) for unsuccessful starts, the attempt to start is terminated and the Unit begins an outage; “Guaranteed Start Fuel” (“GSF”) is 200 mmBtu (HHV) / Start-up; and, BTGP is the “Burner Tip Gas Price” as defined in Section M. 2. SFP shall be zero for each and every start that are (i) uses fuel supplied by Buyer, (ii) was not requested by Buyer or (iii) was unsuccessful. 3. The Monthly Start Fuel Payment or “MSFP” shall be the sum of SFP for all starts in a month. 4. If Buyer supplies the fuel consumed during start-up, Seller shall reimburse Buyer monthly for its actual incremental delivered cost of fuel: (a) For those starts where ASF exceeds GSF for successful starts (and only to the extent that ASF exceeded GSF); and (b) for unsuccessful starts, if any. M. Fuel Cost and Fuel Supply 1. Seller shall arrange for natural gas transportation to the Facilities which transportation may be interruptible. In the event Buyer during such entire period divided by notifies Seller in its annual review of the aggregate quantity of Delivered Energy Approved Fuel Plan described below that is delivered it wishes for Seller to Buyer during such entire period. Imbalance Energy. arrange for firm natural gas transportation, Seller shall use commercially reasonable efforts to deliver obtain firm transportation service but shall have no liability in the event that firm transportation is not available. Seller’s cost of natural gas transportation shall be included in the calculation of the Variable Fuel Cost or Fixed Fuel Charge as appropriate. 2. Seller will allocate for Buyer's account all actual fuel costs incurred by Seller for the Unit for all hours in which Energy was Scheduled from the Unit by Buyer utilizing (for purposes of allocating fuel usage to the specific hours in which the Unit operated with respect to Buyer’s Schedule) the meter data from the Gas Metering Equipment. Such amount allocated to Buyer’s account will be deemed the “Preliminary Variable Fuel Cost” and will include all actual variable fuel costs, including commodity, transportation, fees, taxes and other charges, delivered to the Unit, as such costs are determined in accordance with the Scheduled Energy. ▇▇▇▇▇ then-current Approved Fuel Plan, excluding imbalance costs addressed in M.5; provided, however, that any fixed fuel costs incurred by Seller in providing fuel to the Unit pursuant to the Approved Fuel Plan shall be recovered by Seller from Buyer in the form of the monthly Fixed Fuel Charge (“FFC”), as provided in Section M.4 below, and Seller recognize that from time to time the amount these portions of Delivered Energy will deviate Unit fuel costs shall be otherwise excluded from the amount of Scheduled EnergyPreliminary Variable Fuel Cost. When Delivered Energy minus Scheduled Energy is a positive amount, it shall be considered “Positive Imbalance Energy;” when Delivered Energy minus Scheduled Energy is a negative amountIn addition, the absolute Preliminary Variable Fuel Cost will be adjusted as follows: For each hour in which the Unit is dispatched by Buyer, the portion of the Preliminary Variable Fuel Cost allocated to such hour (i.e., positive) value of that amount shall be considered the “Negative Imbalance Energy.” [When Seller is SC for the Project or when Buyer is SC but Project is not in the VER Forecasting Program: Seller shall Preliminary Hourly Variable Fuel Cost”) will be responsible for settlement of Imbalance Energy with the CAISO and all fees, liabilities, assessments, or similar charges assessed multiplied by the CAISO in connection with Imbalance Energy.] Buyer and Seller shall cooperate to minimize charges and imbalances associated with Imbalance ratio of the Final Physical Energy Schedule for such hour to the extent possible. Seller shall promptly notify Buyer as soon as possible of any material imbalance that is occurring or has occurred. [When SDG&E is SC for the Project and Project is in the VER Forecasting Program: Buyer shall receive all Green Attributes for the Positive Imbalance Energy in all settlement intervals.] Positive Imbalance Energy (Over Deliveries). In the event that Delivered Energy for any CAISO settlement interval is equal to or greater than Scheduled Unadjusted Metered Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect hour and such resulting product will be deemed the “Designated Hourly Variable Fuel Cost”. The sum of the Positive Imbalance EnergyDesignated Hourly Variable Fuel Costs will equal the “Variable Fuel Cost” for such month. 3. Buyer The Burner Tip Gas Price (“BTGP”) shall receive all Green Attributes be calculated by dividing the Variable Fuel Cost for a month by the sum of the Designated Hourly Fuel Consumption for the Positive Imbalance Energy in such CAISO settlement interval regardless month, expressed as to whether it was sold into the CAISO. Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC and Seller shall make all payments to the CAISO in respect of the Positive Imbalance Energy. Negative Imbalance Energy (Under Deliveries). In the event that Delivered Energy for any CAISO settlement interval is less than Scheduled Energy for such CAISO settlement interval, Buyer shall have no payment obligation in respect of the Negative Imbalance Energy. Seller shall make all payments to the CAISO and Seller shall be entitled to all payments or credits from the CAISO to Seller’s SC in respect of the Negative Imbalance Energy required under the CAISO TariffmmBtu.]