Common use of Number of S Clause in Contracts

Number of S. T.s MILESTONE SCHEDULE Date Project Name Obtains control of all lands and rights-of-way comprising the Site. Files a CEC Pre-Certification and Verification application. Files CEQA/NEPA application with appropriate agency(ies). Executes interconnection agreement and/or transmission agreement and receives FERC approval. Obtain a final draft of the amendment to the Generator Interconnection Agreement which allows the Project to achieve FCDS. [To be included for Energy Only interconnection agreements which bid FCDS.] Receives CEQA/NEPA approval/permit Executes a supply contract. Executes an Engineering, Procurement and Construction (“EPC”) contract. Delivers full NTP under EPC contract and begins construction of the Project. [For all Projects other than Projects located outside of the CAISO: Executes Meter Service Agreement and Participating Generator Agreement.] [For Projects located outside of the CAISO: Executes or causes to be executed all Pseudo Tie Agreements.] Delivers Energy to the Transmission Provider to which the Project is physically interconnected. Receives all Governmental Approvals necessary to achieve COD. Receives CEC Certification and Verification. FORM OF LETTER OF CREDIT [DATE] To: San Diego Gas & Electric Company 000 X. Xxxxx Xxxxxx Mail Code: ML 18A3 Xxx Xxxxxxx, XX 00000 Re: Our Irrevocable Standby Letter of Credit No._____ In the Amount of US_____________ Ladies and Gentlemen: We hereby open our irrevocable standby Letter of Credit Number ______ in favor of [name of Beneficiary] (“Beneficiary”), by order and for account of [name of Applicant] (“Applicant”), [address of Applicant], available at sight upon demand at our counters, at [location] for an amount of US$ _____________ [amount spelled out and xx/100 U.S. Dollars] against presentation one of the following documents: Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “[name of Applicant] (“Applicant”) is in default under the [DAC-GT/CSGT] Power Purchase Agreement between Beneficiary and Applicant dated _________________ or under any transaction contemplated thereby (whether by failure to perform or pay any obligation thereunder or by occurrence of a “default”, “event of default” or similar term as defined in such agreement, any other agreement between Beneficiary and Applicant, or otherwise). The amount due to Beneficiary is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “[name of Applicant] (“Applicant”) has forfeited all or part of its CPUC Approval Security or Development Period Security as set forth and defined in the [DAC-GT/CSGT] Power Purchase Agreement between Beneficiary and Applicant dated _________________. The amount due to Beneficiary, whether or not a default has occurred, is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “as of the close of business on [insert date, which is less than 60 days prior to the expiration date of the Letter of Credit] you have provided written notice to us indicating your election not to permit extension of this Letter of Credit beyond its current expiry date. The amount due to Beneficiary, whether or not a default has occurred, is U.S. $__________.” Special Conditions: - All costs and banking charges pertaining to this Letter of Credit are for the account of Applicant. - Partial and multiple drawings are permitted. - Fax of Document 1 or 2 or 3 above is acceptable. Notwithstanding anything to the contrary herein, any drawing hereunder may be requested by transmitting the requisite documents as described above to us by facsimile at ______________ or such other number as specified from time to time by us. 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. This Letter of Credit expires on _____________ at our counters. We hereby engage with Beneficiary that upon presentation of a document as specified under and in compliance with the terms of this Letter of Credit, this Letter of Credit will be duly honored in the amount stated in Document 1, 2, or 3 above. If a document is so presented by 1:00 pm on any New York banking day, we will honor the same in full in immediately available New York funds on that day and, if so presented after 1:00 pm on a New York banking day, we will honor the same in full in immediately available New York funds by noon on the following New York banking day. 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, 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. 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 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 is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce, Publication No. 600 (“UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. Matters not covered by the UCP shall be governed and construed in accordance with the laws of the State of California. [Name of Bank] ______________________________ Authorized Signature(s) COMMERCIAL OPERATION CERTIFICATE ______________________________________________________________________________ The undersigned, ___________ (“EPC Contractor”), _________ (“Renewable Generation Equipment Supplier”), __________ (“Licensed Professional Engineer”) and [______________] (“Owner”) make the following certifications to San Diego Gas & Electric Company (“SDG&E”), dated as of __________________. All capitalized terms not otherwise defined herein shall have the meaning given to them in the [DAC-GT/CSGT] Power Purchase Agreement dated _________ between Owner and SDG&E (the “Agreement”). Renewable Generation Equipment Supplier hereby certifies that:

Number of S. T.s MILESTONE SCHEDULE Date Project Name Obtains control of all lands and rights-of-way comprising the Site. Files a CEC Pre-Certification and Verification application. Files CEQA/NEPA application with appropriate agency(ies). Executes interconnection agreement and/or transmission agreement and receives FERC approval. Obtain a final draft of the amendment to the Generator Interconnection Agreement which allows the Project to achieve FCDS. [To be included for Energy Only interconnection agreements which bid FCDS.] Receives CEQA/NEPA approval/permit Executes a supply contract. Executes an Engineering, Procurement and Construction (“EPC”) contract. Delivers full NTP under EPC contract and begins construction of the Project. [For all Projects other than Green Tariff Projects located outside of the CAISO: Executes Meter Service Agreement and Participating Generator Agreement.] [For Green Tariff Projects located outside of the CAISO: Executes or causes to be executed all Pseudo Tie Agreements.] Delivers Energy to the Transmission Provider to which the Project is physically interconnected. Receives all Governmental Approvals necessary to achieve COD. Receives CEC Certification and Verification. FORM OF LETTER OF CREDIT [DATE] To: San Diego Gas & Electric Company 000 X. Xxxxx Xxxxxx Mail Code: ML 18A3 Xxx XxxxxxxLos Angeles, XX 00000 CA 90013 Re: Our Irrevocable Standby Letter of Credit No._____ In the Amount of US_____________ Ladies and Gentlemen: We hereby open our irrevocable standby Letter of Credit Number ______ in favor of [name of Beneficiary] (“Beneficiary”), by order and for account of [name of Applicant] (“Applicant”), [address of Applicant], available at sight upon demand at our counters, at [location] for an amount of US$ _____________ [amount spelled out and xx/100 U.S. Dollars] against presentation one of the following documents: Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “[name of Applicant] (“Applicant”) is in default under the [DAC-GT/CSGT] Green Tariff Power Purchase Agreement between Beneficiary and Applicant dated _________________ or under any transaction contemplated thereby (whether by failure to perform or pay any obligation thereunder or by occurrence of a “default”, “event of default” or similar term as defined in such agreement, any other agreement between Beneficiary and Applicant, or otherwise). The amount due to Beneficiary is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “[name of Applicant] (“Applicant”) has forfeited all or part of its CPUC Approval Security or Development Period Security as set forth and defined in the [DAC-GT/CSGT] Green Tariff Power Purchase Agreement between Beneficiary and Applicant dated _________________. The amount due to Beneficiary, whether or not a default has occurred, is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “as of the close of business on [insert date, which is less than 60 days prior to the expiration date of the Letter of Credit] you have provided written notice to us indicating your election not to permit extension of this Letter of Credit beyond its current expiry date. The amount due to Beneficiary, whether or not a default has occurred, is U.S. $__________.” Special Conditions: - All costs and banking charges pertaining to this Letter of Credit are for the account of Applicant. - Partial and multiple drawings are permitted. - Fax of Document 1 or 2 or 3 above is acceptable. Notwithstanding anything to the contrary herein, any drawing hereunder may be requested by transmitting the requisite documents as described above to us by facsimile at ______________ or such other number as specified from time to time by us. 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. This Letter of Credit expires on _____________ at our counters. We hereby engage with Beneficiary that upon presentation of a document as specified under and in compliance with the terms of this Letter of Credit, this Letter of Credit will be duly honored in the amount stated in Document 1, 2, or 3 above. If a document is so presented by 1:00 pm on any New York banking day, we will honor the same in full in immediately available New York funds on that day and, if so presented after 1:00 pm on a New York banking day, we will honor the same in full in immediately available New York funds by noon on the following New York banking day. 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, 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. 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 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 is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce, Publication No. 600 (“UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. Matters not covered by the UCP shall be governed and construed in accordance with the laws of the State of California. [Name of Bank] ______________________________ Authorized Signature(s) COMMERCIAL OPERATION CERTIFICATE ______________________________________________________________________________ The undersigned, ___________ (“EPC Contractor”), _________ (“Renewable Generation Equipment Supplier”), __________ (“Licensed Professional Engineer”) and [______________] (“Owner”) make the following certifications to San Diego Gas & Electric Company (“SDG&E”), dated as of __________________. All capitalized terms not otherwise defined herein shall have the meaning given to them in the [DAC-GT/CSGT] Green Tariff Power Purchase Agreement dated _________ between Owner and SDG&E (the “Agreement”). Renewable Generation Equipment Supplier hereby certifies that:

Number of S. T.s MILESTONE SCHEDULE Date Project Name Obtains control of all lands and rights-of-way comprising the Site. Files a CEC Pre-Certification and Verification application. Files CEQA/NEPA application with appropriate agency(ies). Executes interconnection agreement and/or transmission agreement and receives FERC approval. Obtain a final draft of the amendment to the Generator Interconnection Agreement which allows the Project to achieve FCDS. [To be included for Energy Only interconnection agreements which bid FCDS.] Receives CEQA/NEPA approval/permit Executes a supply contract. Executes an Engineering, Procurement and Construction (“EPC”) contract. Delivers full NTP under EPC contract and begins construction of the Project. [For all Projects other than Projects located outside of the CAISO: Executes Meter Service Agreement and Participating Generator Agreement.] [For Projects located outside of the CAISO: Executes or causes to be executed all Pseudo Tie Agreements.] Delivers Energy to the Transmission Provider to which the Project is physically interconnected. Receives all Governmental Approvals necessary to achieve COD. Receives CEC Certification and Verification. FORM OF LETTER OF CREDIT [DATE] To: San Diego Gas & Electric Company 000 X. Xxxxx Xxxxxx Mail Code: ML 18A3 Xxx XxxxxxxLos Angeles, XX 00000 CA 90013 Re: Our Irrevocable Standby Letter of Credit No._____ In the Amount of US_____________ Ladies and Gentlemen: We hereby open our irrevocable standby Letter of Credit Number ______ in favor of [name of Beneficiary] (“Beneficiary”), by order and for account of [name of Applicant] (“Applicant”), [address of Applicant], available at sight upon demand at our counters, at [location] for an amount of US$ _____________ [amount spelled out and xx/100 U.S. Dollars] against presentation one of the following documents: Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “[name of Applicant] (“Applicant”) is in default under the [DAC-GT/CSGT/GTSR/ECR] Power Purchase Agreement between Beneficiary and Applicant dated _________________ or under any transaction contemplated thereby (whether by failure to perform or pay any obligation thereunder or by occurrence of a “default”, “event of default” or similar term as defined in such agreement, any other agreement between Beneficiary and Applicant, or otherwise). The amount due to Beneficiary is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “[name of Applicant] (“Applicant”) has forfeited all or part of its CPUC Approval Security or Development Period Security as set forth and defined in the [DAC-GT/CSGT/GTSR/ECR] Power Purchase Agreement between Beneficiary and Applicant dated _________________. The amount due to Beneficiary, whether or not a default has occurred, is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “as of the close of business on [insert date, which is less than 60 days prior to the expiration date of the Letter of Credit] you have provided written notice to us indicating your election not to permit extension of this Letter of Credit beyond its current expiry date. The amount due to Beneficiary, whether or not a default has occurred, is U.S. $__________.” Special Conditions: - All costs and banking charges pertaining to this Letter of Credit are for the account of Applicant. - Partial and multiple drawings are permitted. - Fax of Document 1 or 2 or 3 above is acceptable. Notwithstanding anything to the contrary herein, any drawing hereunder may be requested by transmitting the requisite documents as described above to us by facsimile at ______________ or such other number as specified from time to time by us. 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. This Letter of Credit expires on _____________ at our counters. We hereby engage with Beneficiary that upon presentation of a document as specified under and in compliance with the terms of this Letter of Credit, this Letter of Credit will be duly honored in the amount stated in Document 1, 2, or 3 above. If a document is so presented by 1:00 pm on any New York banking day, we will honor the same in full in immediately available New York funds on that day and, if so presented after 1:00 pm on a New York banking day, we will honor the same in full in immediately available New York funds by noon on the following New York banking day. 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, 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. 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 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 is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce, Publication No. 600 (“UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. Matters not covered by the UCP shall be governed and construed in accordance with the laws of the State of California. [Name of Bank] ______________________________ Authorized Signature(s) COMMERCIAL OPERATION CERTIFICATE ______________________________________________________________________________ The undersigned, ___________ (“EPC Contractor”), _________ (“Renewable Generation Equipment Supplier”), __________ (“Licensed Professional Engineer”) and [______________] (“Owner”) make the following certifications to San Diego Gas & Electric Company (“SDG&E”), dated as of __________________. All capitalized terms not otherwise defined herein shall have the meaning given to them in the [DAC-GT/CSGT/GTSR/ECR] Power Purchase Agreement dated _________ between Owner and SDG&E (the “Agreement”). Renewable Generation Equipment Supplier hereby certifies that:

Number of S. T.s [Delete and replace with “Reserved” for existing Project in operation for which CPUC Approval is all that is needed for effectiveness of the Agreement.] MILESTONE SCHEDULE No. Date Project Name Obtains control of all lands and rights-of-way comprising the Site. Files a CEC Pre-Certification and Verification application. Receives a completed [Phase II Interconnection Study Report] [interconnection system impact study] Completes a comprehensive resource assessment. Files CEQA/NEPA permitting application with appropriate agency(ies). Executes interconnection agreement and/or transmission agreement. Receives permitting approval(s) Receives FERC acceptance of interconnection agreement and receives FERC approvaltransmission agreement(s). Obtain a final draft of the amendment to the Generator Interconnection Agreement which allows the Project to achieve FCDS. [To be included for Energy Only interconnection agreements which bid FCDS.] Receives CEQA/NEPA approval/permit Executes a supply contract. Executes an Engineering, Procurement and Construction (“EPC”) contract. Completes financing. Delivers full NTP under EPC contract and begins construction of the Project. [For all Projects other than SunRate Projects located outside of the CAISO: Executes Meter Service Agreement and Participating Generator Agreement.] [For SunRate Projects located outside of the CAISO: Executes or causes to be executed all Pseudo Tie Agreements.] Delivers Energy to the Transmission Provider to which the Project is physically interconnectedAchieves initial operation. Receives all Governmental Approvals necessary to achieve CODCommercial Operation. Receives CEC Certification and Verification. FORM OF LETTER OF CREDIT [DATE] To: San Diego Gas & Electric Company 000 X. Xxxxx Xxxxxx Mail Code: ML 18A3 Xxx Xxxxxxx, XX 00000 [Name and Address of Secured Party] Re: Our Irrevocable Standby Letter of Credit No._____ In the Amount of US_____________ Ladies and Gentlemen: We hereby open our irrevocable standby Letter of Credit Number ______ in favor of [name of BeneficiarySecured Party] (“BeneficiarySecured Party”), by order and for account of [name of ApplicantAccount Party] (“ApplicantAccount Party”), [address of ApplicantAccount Party], available at sight upon demand at our counters, at [location] for an amount of US$ _____________ [amount spelled out and xx/100 U.S. Dollars] against presentation one of the following documents: Statement signed by a person purported to be an authorized representative of Beneficiary Secured Party stating that: “[name of Applicant] San Diego Gas & Electric Company (“ApplicantSecured Party”) is in default entitled to draw under this Letter of Credit under the [DAC-GT/CSGT] terms of the RAM Power Purchase Agreement between Beneficiary Secured Party and Applicant [insert name] (“Account Party”) dated _________________ _, as may be amended (the “PPA”) or Account Party is in default under any transaction contemplated thereby the terms of the PPA (whether by failure to perform or pay any obligation thereunder or by occurrence of a “default”, “event of default” or similar term as defined in such agreement, any other agreement between Beneficiary Secured Party and ApplicantAccount Party, or otherwise). The amount due to Beneficiary Secured Party is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary Secured Party stating that: “[name of ApplicantAccount Party] (“ApplicantAccount Party”) has forfeited all or part of its CPUC Approval Security or Development Period Security as set forth and defined in the [DAC-GT/CSGT] RAM Power Purchase Agreement between Beneficiary Secured Party and Applicant Account Party dated _________________. The amount due to BeneficiarySecured Party, whether or not a default has occurred, is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary Secured Party stating that: “as of the close of business on [insert date, which is less than 60 days prior to the expiration date of the Letter of Credit] you have provided written notice to us indicating your election not to permit extension of this Letter of Credit beyond its current expiry date. The amount due to BeneficiarySecured Party, whether or not a default has occurred, is U.S. $__________.” Special Conditions: - All costs and banking charges pertaining to this Letter of Credit are for the account of ApplicantAccount Party. - Partial and multiple drawings are permitted. - Fax of Document 1 or 2 1, 2, or 3 above is acceptable. Notwithstanding anything to the contrary herein, any drawing hereunder may be requested by transmitting the requisite documents as described above to us by facsimile at ______________ or such other number as specified from time to time by us. 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. This Letter of Credit expires on _____________ at our counters. We hereby engage with Beneficiary Secured Party that upon presentation of a document as specified under and in compliance with the terms of this Letter of Credit, this Letter of Credit will be duly honored in the amount stated in Document 1, 2, or 3 above. If a document is so presented by 1:00 pm on any New York banking day, we will honor the same in full in immediately available New York funds on that day and, if so presented after 1:00 pm on a New York banking day, we will honor the same in full in immediately available New York funds by noon on the following New York banking day. 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, 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. 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 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 is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce, Publication No. 600 (“UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. Matters not covered by the UCP shall be governed and construed in accordance with the laws of the State of California. [Name of Bank] ______________________________ Authorized Signature(s) [Delete and replace with “Reserved” for existing Project in operation for which CPUC Approval is all that is needed for effectiveness of the Agreement] COMMERCIAL OPERATION CERTIFICATE ______________________________________________________________________________ The undersigned, ___________ (“EPC Contractor”), _________ (“Renewable Generation Equipment Supplier”), __________ (“Licensed Professional Engineer”) and [______________] (“Owner”) make the following certifications to San Diego Gas & Electric Company (“SDG&E”), dated as of __________________. All capitalized terms not otherwise defined herein shall have the meaning given to them in the [DAC-GT/CSGT] RAM Power Purchase Agreement dated _________ between Owner and SDG&E (the “Agreement”). Renewable Generation Equipment Supplier hereby certifies that:

Number of S. T.s MILESTONE SCHEDULE Date Project Name Obtains control of all lands and rights-of-way comprising the Site. Files a CEC Pre-Certification and Verification application. Files CEQA/NEPA application with appropriate agency(ies). Executes interconnection agreement and/or transmission agreement and receives FERC approval. Obtain a final draft of the amendment to the Generator Interconnection Agreement which allows the Project to achieve FCDS. [To be included for Energy Only interconnection agreements which bid FCDS.] Receives CEQA/NEPA approval/permit Executes a supply contract. Executes an Engineering, Procurement and Construction (“EPC”) contract. Delivers full NTP under EPC contract and begins construction of the Project. [For all Projects other than Projects located outside of the CAISO: Executes Meter Service Agreement and Participating Generator Agreement.] [For Projects located outside of the CAISO: Executes or causes to be executed all Pseudo Tie Agreements.] Delivers Energy to the Transmission Provider to which the Project is physically interconnected. Receives all Governmental Approvals necessary to achieve COD. Receives CEC Certification and Verification. FORM OF LETTER OF CREDIT [DATE] To: San Diego Gas & Electric Company 000 X. Xxxxx Xxxxxx Mail Code: ML 18A3 Xxx Xxxxxxx, XX 00000 Re: Our Irrevocable Standby Letter of Credit No._____ In the Amount of US_____________ Ladies and Gentlemen: We hereby open our irrevocable standby Letter of Credit Number ______ in favor of [name of Beneficiary] (“Beneficiary”), by order and for account of [name of Applicant] (“Applicant”), [address of Applicant], available at sight upon demand at our counters, at [location] for an amount of US$ _____________ [amount spelled out and xx/100 U.S. Dollars] against presentation one of the following documents: Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “[name of Applicant] (“Applicant”) is in default under the [DAC-GT/CSGT] Power Purchase Agreement between Beneficiary and Applicant dated _________________ or under any transaction contemplated thereby (whether by failure to perform or pay any obligation thereunder or by occurrence of a “default”, “event of default” or similar term as defined in such agreement, any other agreement between Beneficiary and Applicant, or otherwise). The amount due to Beneficiary is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “[name of Applicant] (“Applicant”) has forfeited all or part of its CPUC Approval Security or Development Period Security as set forth and defined in the [DAC-GT/CSGT] Power Purchase Agreement between Beneficiary and Applicant dated _________________. The amount due to Beneficiary, whether or not a default has occurred, is U.S. $__________.” or Statement signed by a person purported to be an authorized representative of Beneficiary stating that: “as of the close of business on [insert date, which is less than 60 days prior to the expiration date of the Letter of Credit] you have provided written notice to us indicating your election not to permit extension of this Letter of Credit beyond its current expiry date. The amount due to Beneficiary, whether or not a default has occurred, is U.S. $__________.” Special Conditions: - All costs and banking charges pertaining to this Letter of Credit are for the account of Applicant. - Partial and multiple drawings are permitted. - Fax of Document 1 or 2 or 3 above is acceptable. Notwithstanding anything to the contrary herein, any drawing hereunder may be requested by transmitting the requisite documents as described above to us by facsimile at ______________ or such other number as specified from time to time by us. 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. This Letter of Credit expires on _____________ at our counters. We hereby engage with Beneficiary that upon presentation of a document as specified under and in compliance with the terms of this Letter of Credit, this Letter of Credit will be duly honored in the amount stated in Document 1, 2, or 3 above. If a document is so presented by 1:00 pm on any New York banking day, we will honor the same in full in immediately available New York funds on that day and, if so presented after 1:00 pm on a New York banking day, we will honor the same in full in immediately available New York funds by noon on the following New York banking day. 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, 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. 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 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 is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce, Publication No. 600 (“UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. Matters not covered by the UCP shall be governed and construed in accordance with the laws of the State of California. [Name of Bank] ______________________________ Authorized Signature(s) COMMERCIAL OPERATION CERTIFICATE ______________________________________________________________________________ The undersigned, ___________ (“EPC Contractor”), _________ (“Renewable Generation Equipment Supplier”), __________ (“Licensed Professional Engineer”) and [______________] (“Owner”) make the following certifications to San Diego Gas & Electric Company (“SDG&E”), dated as of __________________. All capitalized terms not otherwise defined herein shall have the meaning given to them in the [DAC-GT/CSGT] Power Purchase Agreement dated _________ between Owner and SDG&E (the “Agreement”). Renewable Generation Equipment Supplier hereby certifies that: