RIGHT OF SUBROGATION. WE IRREVOCABLY WAIVE ANY AND ALL
RIGHTS OF SUBROGATION, WHETHER AS PROVIDED BY STATUTE OR OTHERWISE, NOW OR
HEREAFTER THAT MIGHT, BUT FOR SUCH WAIVER, EXIST, IN RESPECT TO THIS LETTER OF
CREDIT OR ANY PAYMENT WE MAKE UNDER IT, AS TO THE APPLICANT, YOU, OR THE
TRANSACTION BETWEEN YOU AND THE APPLICANT. WE FURTHER GIVE IRREVOCABLE NOTICE
THAT WE ARE NOT NOW AND WILL NOT BE THE SECONDARY OBLIGOR OR CO-OBLIGOR OF
APPLICANT'S OBLIGATIONS AND LIABILITIES TO YOU FOR ANY PURPOSE. OUR OBLIGATIONS
TO YOU UNDER THIS LETTER OF CREDIT ARE OUR PRIMARY OBLIGATIONS AND ARE STRICTLY
AS STATED HEREIN.
SPECIAL INSTRUCTIONS:
THE ORIGINAL OF THIS LETTER OF CREDIT MUST BE PRESENTED TOGETHER WITH THE ABOVE
DOCUMENTS TO THE ADVISING BANK AND CONFIRMING BANK IN ORDER TO ENDORSE THE
AMOUNT OF DRAWING ON THE REVERSE SIDE.
ALL BANKING CHARGES OUTSIDE THE UNITED STATES, INCLUDING ADVISING AND
CONFIRMATION FEES ARE FOR BENEFICIARY'S ACCOUNT.
WE HEREBY AGREE WITH YOU THAT DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE
TERMS OF THIS CREDIT WILL BE DULY HONORED
*** CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE COMMISSION***
CONFIDENTIAL-NOT FOR DISTRIBUTION
UPON PRESENTATION AND DELIVERY TO THE ADVISING AND CONFIRMING BANK, IN MADRID,
SPAIN
INSTRUCTIONS TO THE ADVISING AND CONFIRMING BANK:
BANCO SANTANDER CENTRAL HISPANO, S.A., MADRID, SPAIN IS REQUESTED TO ADVISED THE
BENEFICIARY WITH ITS CONFIRMATION.
THE ADVISING AND CONFIRMING BANK IS AUTHORISED TO CLAIM REIMBURSEMENT FOR
CONFORMING PRESENTATIONS UNDER THIS LETTER OF CREDIT, BY SENDING THEIR
TELETRANSMISSION BY AUTHENTICATED SWIFT MESSAGE TO UNION BANK OF CALIFORNIA,
N.A., MONTEREY PARK, CALIFORNIA TO OUR BANK IDENTIFIER CODE-BOFCUS33LAX AND
CITING - "DEMAND UNDER THE UNION BANK OF CALIFORNIA, N.A., IRREVOCABLE STANDBY
LETTER OF CREDIT NO.
DATED
IN THE AMOUNT OF
EUR
(AMOUNT OF DRAWING) DATED
(DATE OF DRAWING)
DOCUMENTS HAVE BEEN SENT BY COURIER SERVICE TO UNION BANK OF CALIFORNIA, N.A."
PROCEEDS WILL BE REMITTED IN ACCORDANCE WITH THE INSTRUCTIONS RECEIVED.
THIS LETTER OF CREDIT IS SUBJECT TO THE "UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS (1993 REVISION)", INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO.500.
*** CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE COMMISSION***
CONFIDENTIAL-NOT FOR DISTRIBUTION
SCHEDULE 23.4
Model of Comfort Letter
To: AGRUPACIÓN SOLAR LLERENA-BADAJOZ 1, A.I.E.
Parque Empresarial Nuevo Torneo, torre 1, 9a planta
41015 Seville, Spain
Berkeley, California (USA), on
, 200[ ]
Dear Sirs
We refer to the Engineering, Procurement and Construction Agreement (hereinafter
"EPC'), signed on March 26, 2007 at Seville, between Agrupación Solar
Llerena-Badajoz 1 A.I.E., a corporation located at Parque Empresarial Nuevo
Torneo, torre 1, 9a planta 41015 Seville, Spain, (hereinafter "Owner') and our
wholly-owned subsidiary POWERLIGHT SYSTEMS, S.A., a company located at 42-44
Cardinal Mermillod, 1227 Carouge (Switzerland), (hereinafter the "Contractor').
Pursuant said EPC the Contractor and Owner engage in the design and installation
of a solar Park with a DC rated aggregated capacity up to 4.80 MWp (4.0 MWe). On
the EPC, SOLARPACK CORPORACION TECNOLÓGICA, S.L., a corporation located at c/
Cristóbal Colón 8-b, 48992 Guecho (Spain), will act as the