Common use of Project Development Security; Delivery Term Security Clause in Contracts

Project Development Security; Delivery Term Security. Seller agrees to deliver to Buyer collateral to secure its obligations under this Agreement, which Seller shall maintain in full force and effect for the period posted with Buyer, as follows: Project Development Security pursuant to this Section 8.4(a)(i) in the amount of $ [insert dollar amount equal to $15/kw multiplied by the capacity of the Project as reflected in Seller’s Offer] and in the form of [specify cash or Letter of Credit] within five (5) Business Days following the Execution Date of this Agreement until Seller posts Project Development Security pursuant to Section 8.4(a)(ii) below with Buyer. Project Development Security pursuant to this Section 8.4(a)(ii) in the amount set forth in Sections 8.4(a)(ii)(A)-(B), below, as applicable, in the form of [specify cash or Letter of Credit] from a date not later than thirty (30) days following the date on which all of the Conditions Precedent set forth in Section 2.4 are either satisfied or waived until Seller posts Delivery Term Security pursuant to Section 8.4(a)(iii) below with Buyer; provided that if Buyer collects or is entitled to collect Daily Delay Damages from Seller during the Construction Cure Period for failure to achieve the Guaranteed Construction Start Date (after giving effect to Permitted Extensions), Seller agrees that within ten (10) Business Days following the end of the Construction Cure Period it shall replenish the Project Development Security by an amount equal to the encumbered Project Development Security; provided further that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(i) toward the Project Development Security posted pursuant to this Section 8.4(a)(ii); For Projects with a Contract Capacity of less than 10 MW (AC), $ [insert dollar amount equal to $20/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]; or For Projects with a Contract Capacity of 10 MW (AC) or greater, [insert dollar amount equal to $35/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]. Delivery Term Security pursuant to this Section 8.4(a)(iii) in the amount of $ [insert dollar amount equal to six months of the Contract Price multiplied by the Contract Quantity in the first applicable Contract Year ] and in the form of {specify cash, Letter of Credit or Guarantee] from the Commercial Operation Date until the end of the Term; provided that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(ii) toward the Delivery Term Security posted pursuant to this Section 8.4(a)(iii). Except as provided in Section 5.2(c)(i), the amount of Performance Assurance required under this Agreement shall not be deemed a limitation of damages. Except as specifically provided for in this Section 8.4(a), Buyer acknowledges that Seller shall not be required to post any additional security.

Project Development Security; Delivery Term Security. Seller agrees to deliver to Buyer collateral to secure its obligations under this Agreement, which Seller shall maintain in full force and effect for the period posted with Buyer, as follows: : (i) Project Development Security pursuant to this Section 8.4(a)(i) in the amount of $ $[insert dollar amount equal to $15/kw multiplied by the capacity of the Project as reflected in Seller’s Offer] and in the form of [specify cash or Letter of Credit] within five (5) Business Days following the Execution Date of this Agreement until Seller posts [Project Development Security Security] pursuant to Section 8.4(a)(ii) below with Buyer. ; (ii) Project Development Security pursuant to this Section 8.4(a)(ii) in the amount set forth in Sections 8.4(a)(ii)(A)-(B), below, as applicable, of $ [insert dollar amount equal to $300/kw and in the form of [specify cash or Letter of Credit] from a date not later than thirty (30) days following the date on which all of the Conditions Precedent set forth in Section 2.4 2.5 are either satisfied or waived until Seller posts Delivery Term Security pursuant to Section 8.4(a)(iii) below with Buyer; provided that if Buyer collects or is entitled to collect Daily Delay Damages from Seller during the Construction Cure Period for failure to achieve the Guaranteed Construction Start Date (after giving effect to Permitted Extensions), Seller agrees that within ten (10) Business Days following the end of the Construction Cure Period it shall replenish the Project Development Security by an amount equal to the encumbered Project Development Security; provided further that, with Buyer’s consent, Seller may elect to apply the [Project Development Security Security] posted pursuant to Section 8.4(a)(i) toward the [Project Development Security Security] posted pursuant to this Section 8.4(a)(ii); For Projects with a Contract Capacity of less than 10 MW and (AC), $ [insert dollar amount equal to $20/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]; or For Projects with a Contract Capacity of 10 MW (ACiii) or greater, [insert dollar amount equal to $35/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]. Delivery Term Security pursuant to this Section 8.4(a)(iii) in the amount of $ [insert dollar amount equal to six months of the Contract Price multiplied by the Contract Quantity identified in the first applicable Contract Year Offer Form] and in the form of {[specify cash, cash or Letter of Credit or GuaranteeGuarantor] from the Commercial Operation Date until the end of the Term; provided that, with Buyer’s consent, Seller may elect to apply the [Project Development Security Security] posted pursuant to Section 8.4(a)(ii) toward the Delivery Term Security posted pursuant to this Section 8.4(a)(iii). Except as [PG&E may consider on a case-by-case basis accepting a guaranty in a form to be provided in Section 5.2(c)(i), the amount of Performance Assurance required under this Agreement shall not be deemed by PG&E and from a limitation of damages. Except as specifically provided for in this Section 8.4(a), Buyer acknowledges that Seller shall not be required to post any additional security.guarantor

Project Development Security; Delivery Term Security. To secure its obligations under this Agreement Seller agrees to deliver to Buyer collateral to secure its obligations under this Agreementcollateral, which Seller shall maintain in full force and effect for the period posted with Buyer, as follows: : (i) Project Development Security pursuant to this Section 8.4(a)(i) in the amount of $ [insert dollar amount equal to $15/kw multiplied by the capacity of the Project as reflected in Seller’s Offer] and in the form of [specify cash or Letter of Credit] within five set forth in the Cover Sheet with respect to this subpart (5i) Business Days following from the Execution Date of this Agreement until Seller posts Project Development Security pursuant to Section 8.4(a)(iisubpart (ii) below below, with Buyer. ; (ii) Project Development Security pursuant to this Section 8.4(a)(iiSecurity: (A) in the amount and in the form set forth in Sections 8.4(a)(ii)(A)-(B), below, as applicable, in the form Cover Sheet with respect to this subpart (ii)(A) from the later of [specify cash or Letter of Credit] from (x) a date not later than thirty (30) days following the date on which all of the Conditions Precedent set forth in Section 2.4 Article Eleven are either satisfied or waived or (y) April 30, 2009, until Seller posts Project Development Security pursuant to subpart (ii)(B) below, with Buyer; (B) in the amount and in the form set forth in the Cover Sheet with respect to this subpart (ii)(B) contemporaneously with the Financing Notice or at any other date prior to the Financing Notice, until Seller posts Delivery Term Security pursuant to Section 8.4(a)(iiisubpart (iii) below below, with Buyer; provided that if Buyer collects or is entitled to collect Daily Delay Damages from Seller during the Construction Cure Period for failure to achieve the Guaranteed Construction Start Date and (after giving effect to Permitted Extensions), Seller agrees that within ten (10iii) Business Days following the end of the Construction Cure Period it shall replenish the Project Development Security by an amount equal to the encumbered Project Development Security; provided further that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(i) toward the Project Development Security posted pursuant to this Section 8.4(a)(ii); For Projects with a Contract Capacity of less than 10 MW (AC), $ [insert dollar amount equal to $20/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]; or For Projects with a Contract Capacity of 10 MW (AC) or greater, [insert dollar amount equal to $35/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]. Delivery Term Security pursuant to this Section 8.4(a)(iii) in the amount of $ [insert dollar amount equal to six months of the Contract Price multiplied by the Contract Quantity in the first applicable Contract Year ] and in the form of {specify cash, Letter of Credit or Guarantee] from the Commercial Operation Date until the end of the Term; provided that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(ii) toward the Delivery Term Security posted pursuant in the amount and in the form set forth in the Cover Sheet with respect to this Section 8.4(a)(iiisubpart (iii). Except as provided in Section 5.2(c)(i), the amount of Any such Performance Assurance required under this Agreement shall not be deemed a limitation of damages. Except as ., unless otherwise specifically provided for by the terms set forth in this Agreement. Notwithstanding anything herein to the contrary, commencing upon Seller's posting of Project Development Security pursuant to Section 8.4(a8.4(a)(ii)(B) of this Agreement, drawing upon the Project Development Security and/or the Delivery Term Security, as applicable, shall be Buyer's sole remedy for any breach of this Agreement by Seller (including in connection with any termination of the Agreement permitted herein by Buyer), Buyer acknowledges and the Project Development Security and/or Delivery Term Security, as applicable, shall constitute the maximum amount of damages that Seller shall not be required pay to post Buyer hereunder, except when such breach of this Agreement by Seller is caused solely by the willful misconduct or gross negligence of Seller (including any additional securitysale of the Contract Capacity, or associated Product, to a third party in violation of this Agreement).

Project Development Security; Delivery Term Security. Seller agrees to deliver to Buyer collateral to secure its obligations under this Agreement, which Seller shall maintain in full force and effect for the period posted with Buyer, as follows: : (i) [Project Development Security Security] pursuant to this Section 8.4(a)(i) in the amount of $ $[insert dollar amount equal to $15/kw kW multiplied by the capacity of the Project as reflected in Seller’s Offer] and in the form of [specify cash or Letter of Credit] within five (5) Business Days following the Execution Date of this Agreement until Seller posts [Project Development Security Security] pursuant to Section 8.4(a)(ii) below with Buyer. ; (ii) [Project Development Security Security] pursuant to this Section 8.4(a)(ii) in the amount set forth in Sections 8.4(a)(ii)(A)-(B), below, as applicable, of $ [insert dollar amount equal to $90/kW for Baseload and Dispatchable Product and $60/kW or the revised amount for As-Available Product] and in the form of [specify cash or Letter of Credit] from a date not later than thirty (30) days following the date on which all of the Conditions Precedent set forth in Section 2.4 2.5 are either satisfied or waived until Seller posts Delivery Term Security pursuant to Section 8.4(a)(iii) below with Buyer; provided that if Buyer collects or is entitled to collect Daily Delay Damages from Seller during the Construction Cure Period for failure to achieve the Guaranteed Construction Start Date (after giving effect to Permitted Extensions), Seller agrees that within ten (10) Business Days following the end of the Construction Cure Period it shall replenish the [Project Development Security Security] by an amount equal to the encumbered [Project Development Security]; provided further that, with Buyer’s consent, Seller may elect to apply the [Project Development Security Security] posted pursuant to Section 8.4(a)(i) toward the [Project Development Security Security] posted pursuant to this Section 8.4(a)(ii); For Projects with a Contract Capacity of less than 10 MW and (AC), $ [insert dollar amount equal to $20/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]; or For Projects with a Contract Capacity of 10 MW (ACiii) or greater, [insert dollar amount equal to $35/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]. Delivery Term Security pursuant to this Section 8.4(a)(iii) in the amount of $ [insert dollar amount equal to six months of the Contract Price multiplied by the Contract Quantity identified in the first applicable Contract Year Offer Form] and in the form of {[specify cash, cash or Letter of Credit or GuaranteeGuaranty] from the Commercial Operation Initial Energy Delivery Date until the end of the Term; provided that, with Buyer’s consent, Seller may elect to apply the [Project Development Security Security] posted pursuant to Section 8.4(a)(ii) toward the Delivery Term Security posted pursuant to this Section 8.4(a)(iii). Except as provided in Section 5.2(c)(i), the The amount of Performance Assurance required under this Agreement shall not be deemed a limitation of damages. Except as specifically provided for in this Section 8.4(a), Buyer acknowledges that Seller shall not be required to post any additional security.

Project Development Security; Delivery Term Security. Seller agrees to deliver to Buyer collateral to secure its obligations under this Agreement, which Seller shall maintain in full force and effect for the period posted with Buyer, as follows: : (i) Project Development Security pursuant to this Section 8.4(a)(i) in the amount of $ [insert dollar amount equal to one hundred and fifty thousand dollars ($15/kw multiplied by the capacity of the Project as reflected in Seller’s Offer] 150,000.00) and in the form of [specify cash or Letter of Credit] within five (5) Business Days following Credit from the Execution Date of this Agreement until Seller posts Project Development Security pursuant to Section 8.4(a)(ii) below with Buyer. ; (ii) Project Development Security pursuant to this Section 8.4(a)(ii) in the amount set forth in Sections 8.4(a)(ii)(A)-(B), below, as applicable, of one million five hundred thousand dollars ($1,500,000.00) and in the form of [specify cash or Letter of Credit] Credit from a date not later than thirty (30) days following the date on which all of the Conditions Precedent set forth in Section 2.4 Article Eleven are either satisfied or waived until Seller posts Delivery Term Security pursuant to Section 8.4(a)(iii) below with Buyer; provided that if Buyer collects or is entitled to collect Daily Delay Damages from Seller during the Construction Cure Period for failure to achieve the Guaranteed Construction Start Date (after giving effect to Permitted Extensions), Seller agrees that within ten (10) Business Days following the end of the Construction Cure Period it shall replenish the Project Development Security by an amount equal to the encumbered Project Development Security; provided further that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(i) toward the Project Development Security posted pursuant to this Section 8.4(a)(ii); For Projects with a Contract Capacity of less than 10 MW and (AC), $ [insert dollar amount equal to $20/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]; or For Projects with a Contract Capacity of 10 MW (ACiii) or greater, [insert dollar amount equal to $35/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]. Delivery Term Security pursuant to this Section 8.4(a)(iii) in the amount of $ [insert dollar amount equal to six months of the Contract Price multiplied by the Contract Quantity in the first applicable Contract Year ] sixteen million two hundred and forty thousand dollars ($16,240,000.00) and in the form of {specify cash, Letter of Credit or Guarantee] Guaranty from the Commercial Operation Date until the end of the Term; provided that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(ii) toward the Delivery Term Security posted pursuant to this Section 8.4(a)(iii). Except as provided in Section 5.2(c)(i), the amount of Any such Performance Assurance required under this Agreement shall not be deemed a limitation of damages. Except as , unless otherwise specifically provided for by the terms set forth in this Section 8.4(a), Buyer acknowledges that Seller shall not be required to post any additional securityAgreement.

Project Development Security; Delivery Term Security. Seller agrees to deliver to Buyer collateral to secure its obligations under this Agreement, which Seller shall maintain in full force and effect for the period posted with Buyer, as follows: : (i) Project Development Security pursuant to this Section 8.4(a)(i) in the amount of $ [insert dollar amount equal to $15/kw multiplied by the capacity of the Project as reflected in Seller’s Offer] 135,000 and in the form of [specify cash or a Letter of Credit] Credit within five (5) Business Days following the Execution Date of this Agreement until Seller posts Project Development Security pursuant to Section 8.4(a)(ii) below with Buyer. ; (ii) Project Development Security pursuant to this Section 8.4(a)(ii) in the amount set forth in Sections 8.4(a)(ii)(A)-(B), below, as applicable, of $450,000 and in the form of [specify cash or a Letter of Credit] Credit from a date not later than thirty (30) days following the date on which all of the Conditions Precedent set forth in Section 2.4 are either satisfied or waived until Seller posts Delivery Term Security pursuant to Section 8.4(a)(iii) below with Buyer; provided that if Buyer collects or is entitled to collect Daily Delay Damages from Seller during the Construction Cure Period for failure to achieve the Guaranteed Construction Start Date (after giving effect to Permitted Extensions), Seller agrees that within ten (10) Business Days following the end of the Construction Cure Period it shall replenish the Project Development Security by an amount equal to the encumbered Project Development Security; provided further that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(i) toward the Project Development Security posted pursuant to this Section 8.4(a)(ii); For Projects with a Contract Capacity of less than 10 MW and (AC), $ [insert dollar amount equal to $20/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]; or For Projects with a Contract Capacity of 10 MW (ACiii) or greater, [insert dollar amount equal to $35/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]. Delivery Term Security pursuant to this Section 8.4(a)(iii) in the amount of $ [insert dollar amount equal to six months of the Contract Price multiplied by the Contract Quantity in the first applicable Contract Year ] $2,485,747 and in the form of {specify cash, cash or a Letter of Credit or Guarantee] from the Commercial Operation Date until the end of the Term; provided that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(ii) toward the Delivery Term Security posted pursuant to this Section 8.4(a)(iii). Except as provided in Section 5.2(c)(i5.2(c), the amount of Performance Assurance required under this Agreement shall not be deemed a limitation of damages. Except as specifically provided for in this The Parties agree that the required amounts set forth above shall change on a pro rata basis to the extent the Contract Capacity changes pursuant to Section 8.4(a3.1(f)(ii), Buyer acknowledges that Seller shall not be required to post any additional security.

Project Development Security; Delivery Term Security. Seller agrees to deliver to Buyer collateral to secure its obligations under this Agreement, which Seller shall maintain in full force and effect for the period posted with Buyer, as follows: : (i) Project Development Security pursuant to this Section 8.4(a)(i) in the amount of $ [insert dollar amount equal to $15/kw multiplied by the capacity of the Project as reflected in Seller’s Offer] 300,000 and in the form of [specify cash or a Letter of Credit] Credit within five (5) Business Days following the Execution Date of this Agreement until Seller posts Project Development Security pursuant to Section 8.4(a)(ii) below with Buyer. ; (ii) Project Development Security pursuant to this Section 8.4(a)(ii) in the amount set forth in Sections 8.4(a)(ii)(A)-(B), below, as applicable, of $1,000,000 and in the form of [specify cash or a Letter of Credit] Credit from a date not later than thirty (30) days following the date on which all of the Conditions Precedent set forth in Section 2.4 are either satisfied or waived until Seller posts Delivery Term Security pursuant to Section 8.4(a)(iii) below with Buyer; provided that if Buyer collects or is entitled to collect Daily Delay Damages from Seller during the Construction Cure Period for failure to achieve the Guaranteed Construction Start Date (after giving effect to Permitted Extensions), Seller agrees that within ten (10) Business Days following the end of the Construction Cure Period it shall replenish the Project Development Security by an amount equal to the encumbered Project Development Security; provided further that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(i) toward the Project Development Security posted pursuant to this Section 8.4(a)(ii); For Projects with a Contract Capacity of less than 10 MW and (AC), $ [insert dollar amount equal to $20/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]; or For Projects with a Contract Capacity of 10 MW (ACiii) or greater, [insert dollar amount equal to $35/kw, multiplied by the capacity of the Project as reflected in Seller’s Offer]. Delivery Term Security pursuant to this Section 8.4(a)(iii) in the amount of $ [insert dollar amount equal to six months of the Contract Price multiplied by the Contract Quantity in the first applicable Contract Year ] $5,523,883 and in the form of {specify cash, cash or a Letter of Credit or Guarantee] from the Commercial Operation Date until the end of the Term; provided that, with Buyer’s consent, Seller may elect to apply the Project Development Security posted pursuant to Section 8.4(a)(ii) toward the Delivery Term Security posted pursuant to this Section 8.4(a)(iii). Except as provided in Section 5.2(c)(i5.2(c), the amount of Performance Assurance required under this Agreement shall not be deemed a limitation of damages. Except as specifically provided for in this The Parties agree that the required amounts set forth above shall change on a pro rata basis to the extent the Contract Capacity changes pursuant to Section 8.4(a3.1(f)(ii), Buyer acknowledges that Seller shall not be required to post any additional security.