Common use of Commercial Operation Clause in Contracts

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided. Energy, that Energy Capacity and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed ProductsProducts and shall not be Delivered and sold to, or purchased by Buyer under this Agreement. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied satisfied, and continues to satisfy, the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for (i) qualified the lawful construction and operation Facility as an “eligible renewable energy resource” pursuant to Section 5.0 of the Facility, Code of Rhode Island Rules 00-000-000 and (ii) otherwise satisfied the requirements for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit Bbe a Distributed Generation Facility; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-NE- related accounts and entered into all ISO-NE-related agreements (including without limitation registration of the Facility as a “settlement only generator” in the ISO-NE Settlement Market System) required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (viiv) Seller has provided to Buyer I.3.9 confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO ISO-NE Settlement Market System;; and (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ixv) no Default or Event of Default by Seller shall have occurred and remain uncured; and. (xc) The Commercial Operation Date must occur by the date that is twenty (20) months after the Effective Date. If the Facility is owned or leased bydoes not achieve the Commercial Operation Date by such date, either Party may terminate this Agreement within sixty (60) days after such date by written notice to the other Party (which termination shall be effective upon delivery of such notice), and under upon such termination neither Party will have any further liability to the care, custody and control of, Sellerother hereunder.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs SRECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission transmission, distribution and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Solar Carve-Out Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viiivii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ixviii) no Default or Event of Default by Seller shall have occurred and remain uncured; and; (xix) the Facility is owned or leased by, and under the care, custody and control of, of Seller.

Commercial Operation. (a) Seller may achieve commercial operation of the Facility in phases (each a “Phase”), provided, however, that no Phase of the Facility shall be for less than 28 MW of nameplate capacity and that there shall be no more than seventeen (17) Phases in total for the Facility. Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products from any Phase commences on the Partial Commercial Operation DateDate for that Phase; providedprovided that Energy, that Energy Capacity and RECs generated by the Facility a Phase prior to the Partial Commercial Operation Date (the “Test Period”) for that Phase shall not be deemed Products. (b) The Partial Commercial Operation Date for any Phase shall occur on the date on which the Facility such Phase is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility that Phase has been successfully completed, provided Seller has also satisfied satisfied, and continues to satisfy, the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental mattersmatters with respect to the Phase to which the Partial Commercial Operation Date relates, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights and other site control rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has taken commercially reasonable actions to cause the Phase to which the Partial Commercial Operation Date relates to be qualified as an Existing Capacity Resource under the ISO-NE Rules with a Seasonal Capability equal to or greater than the portion of the Contract Capacity attributable to such Phase; (viii) Seller has successfully completed all pre-operational testing and commissioning for the Phase to which the Partial Commercial Operation Date relates in accordance with manufacturer guidelines; (viiiix) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ixx) no Default or Event of Default by Seller shall have occurred and remain uncured; (xi) Seller has obtained all necessary authorizations from FERC to sell Capacity from the Facility at market-based rates and shall be in compliance with such authorization; (xii) the Facility, as constructed to date, is under the control of Seller; and (xxiii) to the Facility is owned extent that the Phase to which the Partial Commercial Operation Date relates qualifies for the ITC or leased bythe PTC, such Phase has been “placed in service” for purposes of the ITC or the PTC, as applicable. (c) The Commercial Operation Date shall occur on the date on which the conditions set forth in Section 3.3(b) shall have been satisfied, and under continue to be satisfied, for all Phases of the care, custody and control of, SellerFacility.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed (subject, if applicable, to a Capacity Deficiency) so long as described (w) the Actual Facility Size as of the Commercial Operation Date is at least (which is ) of the proposed nameplate capacity of the Facility as set forth in Exhibit A and A), (x) the Facility is capable of regular commercial operation in accordance with Good Utility Practice, Practice and the manufacturer’s guidelines for all material components of the Facility, (y) all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and (z) all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any and all Network Upgrades, including those included in Exhibit F (as may be updated as provided in Section 3.3(f)), and final acceptance and authorization to interconnect the Facility from ISO-ISO- NE or the Interconnecting Utility in accordance with the fully executed Interconnection AgreementAgreement and as required to interconnect the Facility at the Interconnection Point at a level that is capable of satisfying the Network Capability Interconnection Standard and that is equivalent to the Capacity Capability Interconnection Standard both as defined under the ISO-NE Rules; (ii) all Related Transmission Facilities are complete and in-service; (iii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iiiiv) Seller has obtained a Statement of Qualification from qualification by the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation UnitUnit and as a Clean Peak Resource (subject to Sections 4.1(b) and 4.1(c)); (ivv) Seller has satisfied all requirements in order to provide for unit- specific accounting of Environmental Attributes, enabling the Massachusetts Department of Environmental Protection to accurately account for the Energy in the state greenhouse gas emissions inventory, created under chapter 298 of the Acts of 2008; (vi) all Related Transmission Approvals have been received; (vii) Seller has acquired all real property rights needed to construct and operate the FacilityFacility and Related Transmission Facilities, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (vviii) Seller (or the party with whom Seller contracts pursuant to Section 3.5(e)) has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (viix) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.I.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided. Energy, that Energy Capacity and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed ProductsProducts and shall not be Delivered and sold to, or purchased by Buyer under this Agreement. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied satisfied, and continues to satisfy, the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit Bthe Cover Sheet hereto; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying (i) qualified the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed an “eligible renewable energy resource” pursuant to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration Section 5.0 of the Facility in Code of Rhode Island Rules 90-060- 015 and (ii) otherwise satisfied the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) requirements for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market Systembe a Distributed Generation Facility; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed ProductsProducts and shall not be purchased by Buyer under this Agreement. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A is completed (subject, if applicable, to a Capacity Deficiency so long as the Actual Facility Size on the Commercial Operation Date is at least ninety percent (90%) of the proposed nameplate capacity of the Facility as set forth in Exhibit A) and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and Rules, ISO-NE Practices and NYISO Rules for the delivery of the Products to the Seller Buyer have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility Transmission Provider at the Interconnection Point in accordance with the fully executed Interconnection Agreement; (ii) all Related Transmission Facilities as set forth in Exhibit E are complete and in-service; (iii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) at the Interconnection Point and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iiiiv) Seller has obtained a Statement qualification by the applicable regulatory authority for the state of Qualification from the DOER pursuant to 225 CMR 14.05 Massachusetts qualifying the Facility as a RPS Class I Renewable Generation Unit; (ivv) All Related Transmission Approvals have been received; (vi) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, Utility to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (vvii) Seller has established all ISO-NENE or NYISO-related accounts and entered into all ISO-NENE or NYISO-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GISGIS and, to the extent required to Deliver RECs to Buyer, NYGATS; (viviii) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other all actions as are necessary to effect the transfer of Buyer’s Percentage Entitlement of the Scheduled Energy to Buyer in the ISO Settlement Market System; (viiix) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viiix) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ixxi) no Default or Event of Default by Seller shall have occurred and remain uncured; and; (xxii) the Facility is owned or leased by, and under the care, custody and control of, Seller. (xiii) Seller has delivered to Buyer: (A) an Independent Engineer’s certification stating (i) that the Facility has been completed in all material respects (excepting punchlist items that do not materially and adversely affect the ability of the Facility to operate as intended hereunder) in accordance with this Agreement, and (ii) the Actual Facility Size; (B) certificates of insurance evidencing the coverages required under Section 3.5(i); and (C) the Operating Period Security; and (xiv) Seller has demonstrated that it can reliably transmit real time data and measurements to NYISO. (xv) Seller has obtained a separate NYISO registered account and Point Identifier (PTID) for the Facility from NYISO.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed (subject, if applicable, to a Capacity Deficiency) so long as described (w) the Actual Facility Size as of the Commercial Operation Date is at least (which is of the proposed nameplate capacity of the Facility as set forth in Exhibit A and A), (x) the Facility is capable of regular commercial operation in accordance with Good Utility Practice, Practice and the manufacturer’s guidelines for all material components of the Facility, (y) all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and (z) all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any and all Network Upgrades, including those included in Exhibit F (as may be updated as provided in Section 3.3(f)), and any and all Phase II Network Upgrades, including but not limited to those included in Exhibit F to the Phase II Mayflower Wind Power Purchase Agreement (as may be updated as provided in Section 3.3(f)) of the Phase II Mayflower Wind Power Purchase Agreement, and final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection AgreementAgreement and as required to interconnect the Facility at the Interconnection Point at a level that is capable of satisfying the Network Capability Interconnection Standard and that is equivalent to the Capacity Capability Interconnection Standard both as defined under the ISO-NE Rules; (ii) all Related Transmission Facilities and Phase II Related Transmission Facilities are complete and in-service; (iii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades and any Phase II Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iiiiv) Seller has obtained a Statement of Qualification from qualification by the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation UnitUnit and as a Clean Peak Resource (subject to Sections 4.1(b) and 4.1(c)); (ivv) Seller has satisfied all requirements in order to provide for unit- specific accounting of Environmental Attributes, enabling the Massachusetts Department of Environmental Protection to accurately account for the Energy in the state greenhouse gas emissions inventory, created under chapter 298 of the Acts of 2008; (vi) all Related Transmission Approvals and Phase II Related Transmission Approvals have been received; (vii) Seller has acquired all real property rights needed to construct and operate the Facility, Related Transmission Facilities and Phase II Related Transmission Facilities, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades and the Phase II Network Upgrades (in each case, to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (vviii) Seller (or the party with whom Seller contracts pursuant to Section 3.5(e)) has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (viix) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.I.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) . The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A is completed (subject, if applicable, to a Capacity Deficiency) so long as the Actual Facility Size on the Commercial Operation Date is at least ninety percent (90%) of the proposed nameplate capacity of the Facility as set forth in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) : completion of all transmission and interconnection facilities and any Network Upgrades, including those included in Exhibit G and final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Agreement and as required to interconnect the Facility at the Interconnection Point at a level that is capable of satisfying the Network Capability Interconnection Standard and that is equivalent to the Capacity Capability Interconnection Standard under the ISO-NE Rules; all Related Transmission Facilities as set forth in Exhibit E are complete and in-service; Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) ; Seller has obtained a Statement of Qualification from qualification by the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; Unit (iv) subject to Section 4.1(b)); Seller has satisfied all requirements in order to provide for unit-specific accounting of Environmental Attributes, enabling the Massachusetts Department of Environmental Protection to accurately account for the Energy in the state greenhouse gas emissions inventory, created under chapter 298 of the Acts of 2008; all Related Transmission Approvals have been received; Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; ; Seller (vor the party with whom Seller contracts pursuant to Section 3.5(e)) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) ; Seller has provided to Buyer I.3.9 confirmation Confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer Delivery of the Energy to Buyer in the ISO Settlement Market System; (vii) ; Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) ; Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) ; no Default default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, SellerXxxxxx. Seller has delivered to Buyer: an Independent Engineer’s certification stating (i) that the Facility has been completed in all material respects (excepting punchlist items that do not materially and adversely affect the ability of the Facility to operate as intended hereunder) in accordance with this Agreement, and (ii) the Actual Facility Size; certificates of insurance evidencing the coverages required under Section 3.5(i); and Seller has demonstrated that it can reliably transmit real time data and measurements to ISO-NE.

Commercial Operation. (a) Seller’s obligation “Commercial Operation” shall occur upon notice from RG&E to Deliver Owner that RG&E has received evidence reasonably satisfactory to RG&E of satisfaction of all of the Products and Buyer’s obligation to pay Seller for such Products commences on the following conditions. The “Commercial Operation Date; provided, ” shall be the date the Project achieves Commercial Operation. The Parties agree that Energy review and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall approval of these conditions may occur on the date on which the Facility is substantially an incremental basis as such conditions are satisfied: Owner shall have (i) completed as described in Exhibit A testing and capable commissioning of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the FacilityProject, all requirements individually and in the aggregate, to ensure the Project is mechanically, electrically and structurally capable of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility performing in accordance with the fully executed Interconnection requirements of this Agreement; , including completion of an end-to-end system controls test and verification in accordance with the testing protocols set forth in Exhibit C, (ii) Seller has provided to RG&E test results that demonstrate that the Project meets or exceeds the Guaranteed Capacity and Guaranteed Round-Trip Efficiency, and (iii) delivered a certificate from an Independent and Actively Licensed NYS Registered Professional Engineer affirming each of (i) and (ii) above; Owner shall have obtained and demonstrated possession of all Permits required necessary for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller Owner to perform its obligations under this Agreement, including but not limited to Agreement and all such Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct are in final form and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including ; Owner shall have delivered to RG&E the registration of applicable Performance Assurance pursuant to Section 7.2(b) and executed and delivered to RG&E all other documents or instruments required under ARTICLE 7 (Credit and Collateral); Owner shall have designated RG&E as the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form Financially Responsible Party (as defined in ISO-NE Practicesby the NYISO Tariff) for the Facility to ISO-NE and has taken Project, at such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance time mutually agreed upon with manufacturer guidelines; (viii) Seller RG&E; Owner shall have obtained confirmation from NYISO that it has satisfied all Critical Milestones NYISO requirements to obtain Energy Resource Interconnection Service (or ERIS) and Capacity Resource Interconnection Service (or XXXX) in amounts not less than the Contract Capacity and the commensurate Contract Capacity Energy; Owner shall have delivered to RG&E a NYISO-approved initial Outage Schedule for the Project; the Project shall not be subject to any Encumbrances other than Permitted Encumbrances; NYSERDA shall have confirmed that precede the Owner has satisfied all conditions to Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and entitled to payment under the care, custody NYSERDA Agreement; and control of, SellerOwner shall not be in default of any obligation under this Agreement.

Commercial Operation. Subject to extension as authorized in this PPA, the Facility shall achieve Commercial Operation no later than the Commercial Operation Milestone. (aA) Seller shall provide Buyer a Notice of the date Seller believes the Facility has achieved Commercial Operation along with all supporting documentation of the satisfaction or occurrence. This notification shall contain evidence of the satisfaction or occurrence of all of the conditions set forth in this Section 4.2 (the “COD Conditions”), and the Commercial Operation Date shall not have occurred unless and until all of the COD Conditions have been satisfied (or waived by Buyer). The COD Conditions are: 1. Seller has successfully completed all testing of the Facility required by the Facility’s governmental permits, Seller’s obligation operating agreements, Seller’s construction agreement, Solar Panel supply and warranty agreements and other material Construction Contracts; 2. at least ninety percent (90%) of the Solar Panels of the entire Facility and associated equipment sufficient to Deliver allow such Solar Panels to generate and deliver Renewable Energy to the Products Point of Delivery have been completed. For the avoidance of doubt, Seller shall be entitled to, and Buyer’s obligation to pay Seller must use Commercially Reasonable Efforts to, complete and commence the generation and delivery of Renewable Energy for such Products commences any Solar Panels that are not operational on the Commercial Operation Date; provided, that Energy and RECs generated by ; 3. the Facility prior to has achieved initial synchronization with the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date Transmission Authority’s System on which the Facility Interconnection Point is substantially completed as described in Exhibit A and capable located; 4. certification of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products a professional engineer reasonably acceptable to the Buyer has been obtained by Seller have been satisfied, and all performance testing for stating that the Facility has been successfully completed, provided Seller has also satisfied completed in all material respects (excepting punch list items that do not materially and adversely affect the following conditions precedent as ability of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility to operate as intended hereunder) in accordance with the fully executed Interconnection Agreementthis PPA; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for 5. the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth Transmission Authority’s System on Exhibit B; (iii) Seller which the Interconnection Point is located has obtained a Statement of Qualification from been completed in accordance with the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Interconnection Agreement; (v) 6. the security arrangements meeting the requirements of Article 10 have been established; 7. certificates of insurance evidencing the coverages required by Article 15 have been obtained and submitted to Buyer; and 8. Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance submitted to Buyer a certificate of Seller’s obligations in connection an officer of Seller familiar with the Facility after due inquiry stating that all permits, consents, licenses, approvals, and authorizations required to be obtained by Seller from any Governmental Authority to construct and/or operate the Facility in compliance with Applicable Law and this Agreement, which agreements shall be PPA have been obtained and are in full force and effect, including and that Seller is in compliance with the registration terms and conditions of this PPA in all material respects. The Parties understand and agree that the Facility in COD Conditions described above are not conditions precedent to the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval effectiveness of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Sellerthis PPA.

Commercial Operation. Seller shall achieve Commercial Operation by the Guaranteed Commercial Operation Date. “Commercial Operation” shall be achieved when all of the following conditions have been satisfied or expressly waived in writing (in accordance with the requirements of Section 19.8) by Buyer: (a) Seller’s obligation the Facility conforms to Deliver Schedule B and has achieved “Substantial Completion” or “Provisional Acceptance” (or equivalent term(s) meaning completion in all material respects, except punch list items that do not adversely affect the ability of the Facility to operate as intended) under its engineering, procurement and construction contract (or, if the Facility does not have a single engineering, procurement and construction contract, under each of the subcontracts that together aggregate the scope of an engineering, procurement and construction contract) at a Nameplate Capacity equal to at least the COD Capacity Threshold, and any studies and testing of the Facility required pursuant to the Electric Interconnection Agreement, other Project Documents (including agreements with Lenders) or applicable Laws (including Governmental Approvals) for the commencement of commercial operation shall have been successfully performed and completed; (b) the Facility (i) successfully completed (no earlier than thirty (30) Days prior to, and no later than, the Commercial Operation Date) its most recent Capacity Demonstration Test at an Available Capacity level equal to at least the COD Capacity Threshold; (ii) has achieved initial synchronization with the Host Utility transmission system, (iii) is available for normal and continuous operation and fully capable of reliably producing the Products and injecting the Contract Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement and (iv) is in compliance with the Electric Interconnection Agreement and applicable Laws; (c) without limiting clause (f) or clause (n) below, (i) the Deliverability Arrangements have been entered into, and (ii) the interconnection and transmission upgrades, including any Network Upgrades, required by the Deliverability Arrangements (A) have been completed, (B) have been tested in accordance with the Deliverability Arrangements and applicable Laws, (C) are available for normal and continuous operation and fully capable of reliably injecting the Contract Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and reliably delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement and (D) are in compliance with the Deliverability Arrangements and applicable Laws; (d) (i) the meteorological tower(s) and measurement, telemetry and communications equipment required by this Agreement have been installed, programmed, commissioned and tested, (ii) the feeds required by Section 8.4(c) has been established and tested and (iii) such equipment and feed have demonstrated that they are fully capable of reliably transmitting real-time data to Buyer according to this Agreement; (e) Seller is in compliance in all material respects with this Agreement and there are no Events of Default or Potential Events of Default of Seller that have occurred and are continuing; (i) Seller has obtained all Governmental Approvals, entered into all agreements, made all other arrangements and acquired all other tangible and intangible rights required to construct the Facility and produce and inject the Contract Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section (g) without limiting clause (f) above, (i) the Facility, Contract Capacity, Contract Energy and/or Environmental Attributes (as applicable) are certified and otherwise qualified for, and registered with, all programs or systems that are Applicable Environmental Attribute Programs as of the Commercial Operation Date (subject to the last sentence of Section 4.2(e)), and (ii) Seller is otherwise qualified for, and has entered into all agreements and made all other arrangements (and, without limiting the foregoing, has all necessary accounts) to cause to be issued, and (to the extent not issued directly to Buyer’s obligation ) to pay obtain and transfer to Buyer, (A) the Environmental Attributes under each Applicable Environmental Attribute Program referenced in clause (i) above and (B) the Guaranteed Environmental Attributes; (h) without limiting clause (f) above, (i) the Facility, Contract Capacity and/or Contract Energy (as applicable) are certified and otherwise qualified for all Capacity-Related Benefits and Other Electric Products for which the Facility, Contract Capacity and/or Contract Energy is eligible as of the Commercial Operation Date, (ii) Seller is otherwise qualified for and has entered into all agreements and made all other arrangements (and, without limiting the foregoing, has all necessary accounts) (A) to generate and deliver to Buyer at the OP Delivery Point any such Products commences that are physical in nature and dispatched by Buyer and (B) in the case of any such Products that are not physical in nature (such as ZRCs and other intangible products), to (1) cause to be issued such Products and (2) to the extent not issued directly to Buyer, obtain and transfer to Buyer custody of and title to (or, if not possible, the benefit of, as directed by Buyer) all such Products (including for Buyer or Seller, as applicable, to be able to schedule, offer, bid and settle such Products into the applicable Balancing Authorit(y)(ies)); (i) without limiting clause (f) above, all arrangements for the supply of required electric services to the Facility, including house power and maintenance power, have been obtained by Seller separate from this Agreement and are available for the supply of such electric services to the Facility; (j) without limiting clause (f) above, the insurance coverages required by this Agreement at the Commercial Operation Date have been obtained by Seller, and certificates of insurance evidencing such coverages have been obtained and provided to Buyer; (k) Seller has provided to Buyer copies of the electrical specifications and major design drawings relating to the Facility; (l) without limiting clause (f) above, (i) Seller shall have posted Performance Assurance meeting the requirements of this Agreement at the Commercial Operation Date and (ii) the Guaranty meeting the requirements of this Agreement at the Commercial Operation Date shall have been executed by Seller Parent Guarantor and delivered to Buyer; (m) staffing and training of Seller's personnel for the operation, maintenance and asset management of the Facility has been completed; (n) Seller has in effect Full Deliverability; (o) without limiting clause (f) above, (i) if, on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery tagging of the Products to the Seller have been satisfiedis required by applicable Balancing Authority rules, procedures and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission protocols and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE other applicable Laws or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and otherwise for Seller to perform its obligations under this AgreementAgreement (including as required to generate, including but not limited provide, deliver and transfer the Products to Permits related Buyer according to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; ), (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (xA) the Facility is owned or leased byeligible, registered and under the care, custody and control of, Seller.active for tagging and

Commercial Operation. When HPD believes that it has achieved Commercial Operation, HPD shall so notify NSI (a) Seller’s obligation which notice shall be accompanied by the results of the last Performance Tests and any other information deemed reasonably necessary by HPD). Thereafter, NSI shall conduct those investigations and inspections it deems necessary or appropriate to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the determine if Commercial Operation Date; providedhas in fact been achieved. Within fifteen days after the receipt of by NSI of notice from HPD, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) NSI shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: either (i) completion notify HPD that Commercial Operation has been achieved, or (ii) notify HPD that Commercial Operation has not been achieved and stating the reasons therefor. In the event NSI provides written notice that Commercial Operation has been achieved, HPD and NSI shall execute a “Certificate of all transmission Commercial Operation”. In the event NSI provides written notice that Commercial Operation has not been achieved, HPD shall, at its sole cost and interconnection facilities expense, immediately correct and/or remedy the defects, deficiencies and other conditions which so prevent Commercial Operation, and to the extent necessary, it shall re-perform the Performance Tests in the manner provided in Subparagraph 16.2.2 (but HPD need only give NSI five days advance written notice for any Network Upgradessuch subsequent tests). The foregoing procedures shall be repeated until the earlier of (i) the date Commercial Operation has in fact been achieved, including final acceptance and authorization to interconnect or (ii) the Facility from ISO-NE or occurrence of three failures off the Interconnecting Utility Performance Test. If HPD disputes the determination of NSI that Commercial Operation has not be achieved, HPD shall proceed in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as Dispute resolution procedures set forth on Exhibit B; (iii) Seller has obtained a Statement in Article 12; provided, however, HPD shall correct and/or remedy those items identified as preventing Commercial Operation under protest. If the Dispute is resolved in favor of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the FacilityHPD, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements HPD shall be fully compensated for all amounts expended by HPD in full force and effectcorrecting or remedying those items identified as preventing Commercial Operation. In the event NSI fails to provide written notice to HPD within the foregoing fifteen - day period, including the registration of the Facility in the GIS; (vi) Seller has provided then HPD shall be deemed to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the have achieved Commercial Operation Date in Section 3.1; (ix) no Default or Event on the date of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Sellerits original notice.

Commercial Operation. Subject to extension as authorized in this PPA, the Facility shall achieve Commercial Operation no later than the Commercial Operation Milestone. (aA) Seller shall provide Buyer a Notice of the date Seller believes the Facility has achieved Commercial Operation along with all supporting documentation of the satisfaction or occurrence. This notification shall contain evidence of the satisfaction or occurrence of all of the conditions set forth in this Article 4.2 (the “COD Conditions”), and the Commercial Operation Date shall not have occurred unless and until all of the COD Conditions have been satisfied (or waived by Buyer). The COD Conditions are: 1. Seller has successfully completed all testing of the Facility required by the Facility’s governmental permits, Seller’s obligation operating agreements, Seller’s construction agreement, Wind Turbine supply and warranty agreements and other material Construction Contracts; 2. at least ninety percent (90%) of the Wind Turbines of the entire Facility and associated equipment sufficient to Deliver allow such Wind Turbines to generate and deliver Renewable Energy to the Products Point of Delivery have been completed. For the avoidance of doubt, Seller shall be entitled to, and Buyer’s obligation to pay Seller must use Commercially Reasonable Efforts to, complete and commence the generation and delivery of Renewable Energy for such Products commences any Wind Turbines that are not operational on the Commercial Operation Date; provided, that Energy and RECs generated by ; 3. the Facility prior to has achieved initial synchronization with the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date Transmission Authority’s System on which the Facility Interconnection Point is substantially completed as described in Exhibit A and capable located; 4. certification of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the a professional engineer has been obtained by Seller have been satisfied, and all performance testing for stating that the Facility has been successfully completed, provided Seller has also satisfied completed in all material respects (excepting punch list items that do not materially and adversely affect the following conditions precedent as ability of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility to operate as intended hereunder) in accordance with the fully executed Interconnection Agreementthis PPA; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for 5. the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth Transmission Authority’s System on Exhibit B; (iii) Seller which the Interconnection Point is located has obtained a Statement of Qualification from been completed in accordance with the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Interconnection Agreement; (v) 6. the security arrangements meeting the requirements of Article 10 have been established; 7. certificates of insurance evidencing the coverages required by 8. Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance submitted to Buyer a certificate of Seller’s obligations in connection an officer of Seller familiar with the Facility after due inquiry stating that all permits, consents, licenses, approvals, and authorizations required to be obtained by Seller from any Governmental Authority to construct and/or operate the Facility in compliance with Applicable Law and this Agreement, which agreements shall be PPA have been obtained and are in full force and effect, including and that Seller is in compliance with the registration terms and conditions of this PPA in all material respects. The Parties understand and agree that the Facility in COD Conditions described above are not conditions precedent to the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval effectiveness of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Sellerthis PPA.

Commercial Operation. Seller shall achieve Commercial Operation by the Guaranteed Commercial Operation Date. “Commercial Operation” shall be achieved when all of the following conditions have been satisfied (a) Seller’s obligation and continue to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on be satisfied as of the Commercial Operation Date; provided, that Energy and RECs generated ) or expressly waived in writing (in accordance with the requirements of Section 19.8) by Buyer: (a) (i) the Facility prior conforms to Schedule B; (ii) the Facility has achieved “Substantial Completion” (or equivalent term(s) meaning completion in all material respects, except punch list items that do not adversely affect the ability of the Facility to operate as intended) under its engineering, procurement and construction contract (or, if the Facility does not have a single engineering, procurement and construction contract, under each of the subcontracts that together aggregate the scope of an engineering, procurement and construction contract) at a Nameplate Capacity equal to at least the COD Capacity Threshold and a Storage Nameplate Capacity equal to at least the Storage COD Capacity Threshold and, since such achievement, no event or circumstance has occurred and is continuing that causes any of the criteria for such achievement to cease to be satisfied; (iii) without limiting the foregoing, wind turbines (including its associated individual step-up transformer, even if pad-mounted) aggregating a Nameplate Capacity equal to at least the COD Capacity Threshold are installed on the Facility Site as part of the Facility, have achieved Commissioning and, since Commissioning thereof, no event or circumstance has occurred and is continuing that causes any of the criteria for Commissioning thereof to cease to be satisfied; and (iv) any other studies and testing of the Facility required pursuant to the Commercial Operation Date Electric Interconnection Agreement, other Project Documents (including agreements with Lenders) or applicable Laws (including Governmental Approvals) for the “Test Period”) shall not be deemed Products.commencement of commercial operation have been successfully performed and completed; (b) The (i) the Facility (A) successfully completed (no earlier than thirty (30) Days prior to, and no later than, the Commercial Operation Date shall occur on Date) (1) its most recent Net Generation Capacity Calculation at a Net Generation Capacity level equal to at least the date on which COD Capacity Threshold and (2) its most recent Storage Capacity Demonstration Test at a Storage Available Capacity level equal to at least the Facility Storage COD Capacity Threshold, (B) is substantially completed as described in Exhibit A synchronized with the Host Utility transmission system, (C) is available for normal and continuous operation and fully capable of regular commercial operation reliably producing the Products and injecting the Contract Energy and Storage Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Good Utility PracticeSection 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and delivering the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the other physical Products to Buyer at the Seller have been satisfiedapplicable OP Delivery Point according to this Agreement, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (iD) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility is in accordance compliance with the fully executed Electric Interconnection Agreement; Agreement and applicable Laws, and (ii) Seller has obtained the Storage Facility is able to charge, store and demonstrated possession discharge energy reliably in amounts expected by and consistent with the terms of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (vc) without limiting clause (f) or clause (n) below, (i) Seller has in place the Deliverability Arrangements, and (ii) the interconnection and transmission upgrades, including any Network Upgrades, required by the Deliverability Arrangements (A) are complete, (B) are tested in accordance with the Deliverability Arrangements and applicable Laws, (C) are available for normal and continuous operation and fully capable of reliably injecting the Contract Energy and Storage Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and reliably delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement and (D) are in compliance with the Deliverability Arrangements and applicable Laws; (d) (i) the meteorological tower(s) and measurement, telemetry and communications equipment required by this Agreement are installed, programmed, commissioned and tested, (ii) the feeds required by Section 8.4(c) are established and tested and (iii) such equipment and feed are (and have demonstrated that they are) fully capable of reliably transmitting real-time data to Buyer according to this Agreement; (e) Seller is in compliance in all ISO-NE-related accounts material respects with this Agreement and entered into there are no Events of Default or Potential Events of Default of Seller that have occurred and are continuing; (f) (i) Seller has in place all ISO-NE-related Governmental Approvals, all agreements and other arrangements and all other tangible and intangible rights required for the performance of Seller’s obligations in connection with to construct the Facility and produce and inject the Contract Energy and Storage Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and produce and deliver the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement, which agreements shall be in full force and effectotherwise perform its obligations, according to this Agreement (including the registration agreements and arrangements described more specifically in other clauses of the Facility in the GISthis definition); (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission transmission, distribution and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viiivii) Seller has satisfied satisfied, or Buyer has waived, all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ixviii) no Default or Event of Default by Seller shall have occurred and remain uncured; and; (xix) the Facility is owned or leased by, and under the care, custody and control of, of Seller; (x) Seller has taken commercially reasonable actions to cause the Facility to be qualified and cleared as a New or Existing Capacity Resource under the ISO-NE Rules.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A is completed (subject, if applicable, to a Capacity Deficiency so long as the Actual Facility Size on the Commercial Operation Date is (1) is at least ninetys (90 ) of the proposed nameplate capacity of the Facility as set forth in Exhibit AExpected Nameplate Capacity, and (2) has not been decreased by more than ten (10 ) MW less than the proposed nameplate capacity of the Facility set forth in Exhibit Afrom the Expected Nameplate Capacity) and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and all performance testing for the Facility has been successfully completed[, provided Seller has also satisfied the following conditions precedent as of such date]:: Commercial Operation Date, and each escalation of the Price under Exhibit D will occur on the anniversary of the Commercial Operation Date, and (ii) the same Services Term shall apply to the capacity installed as of the Commercial Operation Date and any remaining Capacity installed during the Additional Construction Period, and that Services Term shall not be extended on account of any remaining capacity installed after the Commercial Operation Date. (e) On the earlier of (i) completion the date that Seller has completed the construction and installation of all transmission the remaining Expected Nameplate Capacity and interconnection facilities incorporated it into the Facility, and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) the last day of the Additional Construction Period, Seller has obtained and demonstrated possession shall delivery to Buyer an Independent Engineer’s certification (the “Additional Construction IE Certificate”) stating (A) that the portions of the Facility constructed during the Additional Construction Period have satisfied all Permits required applicable criteria for the lawful construction and operation Commercial Operation Date with respect to such additional portions of the Facility, for and (B) the interconnection Actual Facility Size as of such date. No Energy or RECs (i) attributable to the portion of the Facility completed during the Additional Construction Period and (ii) generated prior to the Interconnecting Utility (including any Network Upgrades) and for Seller delivery of the Additional Construction IE Certificate to perform its obligations Buyer, shall be purchased or sold under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.

Commercial Operation. Seller shall achieve Commercial Operation by the Guaranteed Commercial Operation Date. “Commercial Operation” shall be achieved when all of the following conditions have been satisfied (and continue to be satisfied as of the Commercial Operation Date) or expressly waived by Buyer: (a) Seller’s obligation (i) the Facility conforms to Deliver Schedule B; (ii) the Facility has a Nameplate Capacity equal to at least the COD Capacity Threshold and a Storage Nameplate Capacity equal to at least the Storage COD Capacity Threshold; and (iii) studies and testing of the Facility required pursuant to the Electric Interconnection Agreement or applicable Laws (including Governmental Approvals) for the commencement of commercial operation have been successfully performed and completed; (b) (i) the Facility (A) successfully completed (no earlier than thirty (30) Days prior to, and no later than, the Commercial Operation Date) (1) its most recent Capacity Demonstration Test at an Available Capacity level equal to at least the COD Capacity Threshold and (2) its most recent Storage Capacity Demonstration Test at a Storage Available Capacity level equal to at least the Storage COD Capacity Threshold, (B) is synchronized with the Host Utility transmission system, (C) is available for normal and continuous operation and fully capable of reliably producing the Products and injecting the Contract Energy and Storage Energy at the Electric Interconnection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement, and (D) is in compliance with the Electric Interconnection Agreement and applicable Laws, and (ii) the Storage Facility is able to charge, store and discharge energy reliably in amounts expected by and consistent with the terms of this Agreement; (c) without limiting clause (e) or clause (h) below, (i) Seller has in place the Deliverability Arrangements, and (ii) the interconnection and transmission upgrades, including any Network Upgrades, required by the Deliverability Arrangements (A) are complete, (B) are tested in accordance with the Deliverability Arrangements and applicable Laws, (C) are available for normal and continuous operation and fully capable of reliably injecting the Contract Energy and Storage Energy at the Electric Interconnection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and reliably delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement and (D) are in compliance with the Deliverability Arrangements and applicable Laws; (d) (i) the meteorological tower(s) and measurement, telemetry and communications equipment required by this Agreement are installed, programmed, commissioned and tested, (ii) the feeds required by Section 8.4(c) are established and tested and (iii) such equipment and feed are (and have demonstrated that they are) fully capable of reliably transmitting real-time data to Buyer according to this Agreement; (e) Seller is in compliance in all material respects with this Agreement and there are no Events of Default or Potential Events of Default of Seller that have occurred and are continuing; (f) (i) Seller has in place all Governmental Approvals and all agreements required to operate the Facility and produce and inject the Contract Energy and Storage Energy at the Electric Interconnection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and produce and deliver the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement; (ii) such Governmental Approvals and agreements are in full force and effect and not subject to conditions precedent; and (iii) no party thereto is in default thereunder; (g) without limiting clause (f) above, (i) the Facility, including the Generating Facility and the Storage Facility, Contract Capacity, Storage Capacity, Contract Energy Storage Energy and/or Environmental Attributes (as applicable) are certified and otherwise qualified for, and registered with, all programs or systems that are Applicable Environmental Attribute Programs as of the Commercial Operation Date (subject to the last sentence of Section 4.2(e)), and (ii) Seller is otherwise qualified for, and has in place all agreements and other arrangements (and, without limiting the foregoing, has all necessary accounts) to cause to be issued, and (to the extent not issued directly to Buyer’s obligation ) to pay obtain and transfer to Buyer, (A) the Environmental Attributes under each Applicable Environmental Attribute Program referenced in clause (i) above and (B) the Guaranteed Environmental Attributes; (h) without limiting clause (f) above, (i) the Facility, including the Generating Facility and the Storage Facility, Contract Capacity, Storage Capacity, Storage Energy and/or Contract Energy (as applicable) are certified and otherwise qualified for all Capacity-Related Benefits, and Other Electric Products for which the Facility, including the Generating Facility and Storage Facility, Contract Capacity, Storage Capacity, Storage Energy, and/or Contract Energy is eligible as of the Commercial Operation Date, (ii) Seller is otherwise qualified for and has in place all agreements and other arrangements (and, without limiting the foregoing, has all necessary accounts) (A) to generate and deliver to Buyer at the OP Delivery Point any such Products commences that are physical in nature and dispatched by Buyer and (B) in the case of any such Products that are not physical in nature (such as ZRCs and other intangible products), to (1) cause to be issued such Products and (2) to the extent not issued directly to Buyer, obtain and transfer to Buyer custody of and title to (or, if not possible, the benefit of, as directed by Xxxxx) all such Products (including for Buyer or Seller, as applicable, to be able to schedule, offer, bid and settle such Products into the applicable Balancing Authorit(y)(ies)); (i) without limiting clause (e) above, Seller has in place and in full force and effect separate from this Agreement all arrangements for the supply of required electric services to the Facility, including house power and maintenance power, and all such arrangements are available for the supply of such electric services to the Facility; (j) Seller has provided to Buyer copies of the electrical specifications and major design drawings relating to the Facility; (k) staffing and training of Seller's personnel for the operation, maintenance and asset management of the Facility is complete; (l) Seller has in effect Full Deliverability; (m) without limiting clause (e) above, (i) if, on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery tagging of the Products to the Seller have been satisfiedis required by applicable Balancing Authority rules, procedures and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission protocols and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE other applicable Laws or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and otherwise for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters(A) the Facility is eligible, all as set forth on Exhibit registered and active for tagging and (B; (iii) Seller has obtained is registered as a Statement of Qualification from “purchasing selling entity” and subscribed for tag agent service with the DOER pursuant to 225 CMR 14.05 qualifying Specified Tag Agent, or (ii) otherwise, the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct is removed from active tagging and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) otherwise no Default or Event of Default by Seller shall have occurred and remain uncuredlonger tagging; and (xn) the Facility is owned conditions set forth in Section 2.3(b)(iv) (reading, for this purpose, any requirements therein stated as “contracted for” or leased by“will be” or otherwise referring to the future as requirements that must be met currently as of the Commercial Operation Date) and Section 2.3(b)(v) have been satisfied and continue to be satisfied, and under Seller shall have provided to Buyer a new certification complying with Section 2.3(b)(vi) that is dated as of the care, custody and control of, SellerCommercial Operation Date.

Commercial Operation. Seller shall achieve Commercial Operation of the Project no later than except to the extent such date is extended pursuant to Section 4.2, in which case Commercial Operation shall occur on or prior to the Outside Commercial Operation Date. Commercial Operation shall be achieved as of the date on which each of the following conditions precedent has been satisfied or waived in writing by the Parties, as applicable ("Commercial Operation"): (a) Seller’s obligation to Deliver Seller shall have obtained all governmental and regulatory authorizations, including any applicable permits, required for the Products construction, ownership, operation and Buyer’s obligation to pay Seller maintenance of the Project and for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by sale of the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products.Product there from; (b) The Commercial Operation Date Seller shall occur on the date on which the Facility is substantially completed as described have entered into an Interconnection Agreement, and all interconnection facilities shall be complete and in Exhibit A operation and capable of regular commercial operation in accordance with Good Utility Practiceaccepting, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules transmitting and ISO-NE Practices for the delivery of the Products delivering Renewable Energy to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection AgreementDelivery Point; (iic) Seller has obtained and demonstrated possession of all Permits required All documents necessary for the lawful construction and operation of the Facility, for Facility and the interconnection transmission of the Product from the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this AgreementDelivery Point shall be fully executed including, including but not limited to Permits related to environmental mattersto, all as set forth on Exhibit Bthose documents between Seller and the ASPA associated with system impact costs ; (iiid) Seller has obtained The Facility shall demonstrate performance in excess of MWh of output and Percent ( %) Availability for a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility continuous ten (10) day operations period as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct evidenced by SCADA reports and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations or metered data required under this Agreement; (ve) Seller has shall have established all ISO-NE-related accounts SCADA information and entered into all ISO-NE-related agreements required data feed to enable ASPA to view parameters or data points that relate to Availability, production data, and other actual resource data for the performance of Seller’s obligations in connection with Facility [and, depending upon the Facility resource, ASPA may require additional resource information and this Agreement, which agreements shall be in full force and effect, including measurement equipment for the registration of the Facility in the GISFacility]; (vif) Seller has shall have provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entryASPA an energy dispatch and Scheduling protocol, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines;Section 4.13, that is acceptable to ASPA in its sole and reasonable discretion; and (viiig) Seller shall in all other respects be capable of delivering the Product to ASPA at the Delivery Point. (h) Seller shall perform a capacity test in accordance with the protocol outlined in Appendix K to determine the Capacity of the Facility, which shall not be less than the Guaranteed Capacity set forth in Section 2.1 (“Pre-COD Capacity Test”). ASPA shall receive the entire Product from the Facility during such test. Product deliveries during testing shall be measured at the Delivery Point. Seller shall present to ASPA a certificate from an Independent Engineer, verifying that each of the foregoing conditions has been satisfied all Critical Milestones that precede or waived in writing by the Parties and Commercial Operation shall be deemed to have occurred upon the delivery of such certificate to ASPA. If both Parties expressly and in writing agree to waive any of the conditions precedent set forth above, such condition shall no longer be a condition precedent to Commercial Operation of the Project.If the Commercial Operation Date does not occur on or before as such date may be extended in accordance with Section 4.2 herein; either Party shall have the right to terminate the Agreement upon written Notice to the other. In the event of such termination by either Party, ASPA shall be entitled to Termination Damages set forth in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured4.4; and (x) provided, however, that in accordance with Section 4.2(c), ASPA Shall not be entitled to such Termination Damages if the Facility Outside Commercial Operation Date is owned or leased by, and under the care, custody and control of, Sellernot achieved due to solely a Force Majeure event.

Commercial Operation. (a) ‌ Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy such date shall not occur earlier than twelve (12) months prior to the Guaranteed Commercial Operation Date; and further provided, that Energy, RECs and Wholesale Market Services generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) . The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A is completed (excepting punchlist items that do not materially and adversely affect the ability of the Facility to operate as intended hereunder) subject, if applicable, to a Capacity Deficiency so long as the Actual Facility Size on the Commercial Operation Date is (i) no less of the proposed nameplate capacity of the Facility set forth in Exhibit A, and (ii) at least two (2) MWs (excepting a deficiency that reduces the Actual Facility Size below the levels set forth in (i) and (ii) shall be allowed for purposes of this Section 3.4(b) solely due to restrictions imposed as a result of Connecticut Siting Council proceedings as documented by Seller) and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) : completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Agreement and as required to interconnect the Facility at a level that is capable of satisfying the Capacity Capability Interconnection Standard under the ISO-NE Rules at the Interconnection Point; all Related Transmission Facilities as set forth in Exhibit E are complete and in-service; Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) ; Seller has obtained a Statement qualification by the applicable regulatory authority for the state of Qualification from the DOER pursuant to 225 CMR 14.05 Connecticut qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) , which qualification shall be deemed to have occurred on the qualification date referenced in the regulatory authority’s qualification notice irrespective of the date of issuance of such notice; all Related Transmission Approvals have been received; Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; ; Seller (vor the party with whom Seller contracts pursuant to Section 3.5(e)) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) ; Seller has provided to Buyer I.3.9 confirmation Confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Generator Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer Delivery of the Energy to Buyer in the ISO Settlement Market System; (vii) ISO-NE Settlement; Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) ; Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) ; no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller; Seller has delivered to Buyer: an Independent Engineer’s certification stating (i) that the Facility has been completed in all material respects (excepting punchlist items that do not materially and adversely affect the ability of the Facility to operate as intended hereunder) in accordance with this Agreement, and (ii) the Actual Facility Size; certificates of insurance evidencing the coverages required under Section 3.5(i); and the Operating Period Security; and Seller has demonstrated that it can reliably transmit real-time data and measurements to ISO-NE.

Commercial Operation. (a) Seller’s obligation “Commercial Operation” shall occur upon notice from NYSEG to Deliver Owner that NYSEG has received evidence reasonably satisfactory to NYSEG of satisfaction of all of the Products and Buyer’s obligation to pay Seller for such Products commences on the following conditions. The “Commercial Operation Date; provided, ” shall be the date the Project achieves Commercial Operation. The Parties agree that Energy review and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall approval of these conditions may occur on the date on which the Facility is substantially an incremental basis as such conditions are satisfied: Owner shall have (i) completed as described in Exhibit A testing and capable commissioning of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the FacilityProject, all requirements individually and in the aggregate, to ensure the Project is mechanically, electrically and structurally capable of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility performing in accordance with the fully executed Interconnection requirements of this Agreement; , including completion of an end-to-end system controls test and verification in accordance with the testing protocols set forth in Exhibit C, (ii) Seller has provided to NYSEG test results that demonstrate that the Project meets or exceeds the Guaranteed Capacity and Guaranteed Round-Trip Efficiency, and (iii) delivered a certificate from an Independent and Actively Licensed NYS Registered Professional Engineer affirming each of (i) and (ii) above; Owner shall have obtained and demonstrated possession of all Permits required necessary for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller Owner to perform its obligations under this Agreement, including but not limited to Agreement and all such Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct are in final form and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including ; Owner shall have delivered to NYSEG the registration of applicable Performance Assurance pursuant to Section 7.2(b) and executed and delivered to NYSEG all other documents or instruments required under ARTICLE 7 (Credit and Collateral); Owner shall have designated NYSEG as the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form Financially Responsible Party (as defined in ISO-NE Practicesby the NYISO Tariff) for the Facility to ISO-NE and has taken Project, at such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance time mutually agreed upon with manufacturer guidelines; (viii) Seller NYSEG; Owner shall have obtained confirmation from NYISO that it has satisfied all Critical Milestones NYISO requirements to obtain Energy Resource Interconnection Service (or ERIS) and Capacity Resource Interconnection Service (or XXXX) in amounts not less than the Contract Capacity and the commensurate Contract Capacity Energy; Owner shall have delivered to NYSEG a NYISO-approved initial Outage Schedule for the Project; the Project shall not be subject to any Encumbrances other than Permitted Encumbrances; NYSERDA shall have confirmed that precede the Owner has satisfied all conditions to Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and entitled to payment under the care, custody NYSERDA Agreement; and control of, SellerOwner shall not be in default of any obligation under this Agreement.

Commercial Operation. Seller shall achieve Commercial Operation by the Guaranteed Commercial Operation Date. “Commercial Operation” shall be achieved when all of the following conditions have been satisfied (and continue to be satisfied as of the Commercial Operation Date) or expressly waived in writing (in accordance with the requirements of Section 19.8) by Xxxxx: (a) Seller’s obligation (i) the Facility conforms to Deliver Schedule B; (ii) the Facility has achieved “Substantial Completion” (or equivalent term(s) meaning completion in all material respects, except punch list items that do not adversely affect the ability of the Facility to operate as intended) under its engineering, procurement and construction contract (or, if the Facility does not have a single engineering, procurement and construction contract, under each of the subcontracts that together aggregate the scope of an engineering, procurement and construction contract) at a Nameplate Capacity equal to at least the COD Capacity Threshold and a Storage Nameplate Capacity equal to at least the Storage COD Capacity Threshold and, since such achievement, no event or circumstance has occurred and is continuing that causes any of the criteria for such achievement to cease to be satisfied; (iii) without limiting the foregoing, Inverter Block Units aggregating a Nameplate Capacity equal to at least the COD Capacity Threshold are installed on the Facility Site as part of the Facility, have achieved Commissioning and, since Commissioning thereof, no event or circumstance has occurred and is continuing that causes any of the criteria for Commissioning thereof to cease to be satisfied; and (iv) any other studies and testing of the Facility required pursuant to the Electric Interconnection Agreement, other Project Documents (including agreements with Lenders) or applicable Laws (including Governmental Approvals) for the commencement of commercial operation have been successfully performed and completed; (b) (i) the Facility (A) successfully completed (no earlier than thirty (30) Days prior to, and no later than, the Commercial Operation Date) (1) its most recent Capacity Demonstration Test at an Available Capacity level equal to at least the COD Capacity Threshold and (2) its most recent Storage Capacity Demonstration Test at a Storage Available Capacity level equal to at least the Storage COD Capacity Threshold, (B) is synchronized with the Host Utility transmission system, (C) is available for normal and continuous operation and fully capable of reliably producing the Products and injecting the Contract Energy and Storage Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement, and (D) is in compliance with the Electric Interconnection Agreement and applicable Laws, and (ii) the Storage Facility is able to charge, store and discharge energy reliably in amounts expected by and consistent with the terms of this Agreement; (c) without limiting clause (f) or clause (n) below, (i) Seller has in place the Deliverability Arrangements, and (ii) the interconnection and transmission upgrades, including any Network Upgrades, required by the Deliverability Arrangements (A) are complete, (B) are tested in accordance with the Deliverability Arrangements and applicable Laws, (C) are available for normal and continuous operation and fully capable of reliably injecting the Contract Energy and Storage Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and reliably delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement and (D) are in compliance with the Deliverability Arrangements and applicable Laws; (d) (i) the meteorological tower(s) and measurement, telemetry and communications equipment required by this Agreement are installed, programmed, commissioned and tested, (ii) the feeds required by Section 8.4(c) are established and tested and (iii) such equipment and feed are (and have demonstrated that they are) fully capable of reliably transmitting real-time data to Buyer according to this Agreement; (e) Seller is in compliance in all material respects with this Agreement and there are no Events of Default or Potential Events of Default of Seller that have occurred and are continuing; (f) (i) Seller has in place all Governmental Approvals, all agreements and other arrangements and all other tangible and intangible rights required to construct the Facility and produce and inject the Contract Energy and Storage Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and produce and deliver the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement, and otherwise perform its obligations, according to this Agreement (including the agreements and arrangements described more specifically in other clauses of this definition); (ii) such Governmental Approvals, agreements, arrangements and other rights are in full force and effect and not subject to conditions precedent; and (iii) no party thereto is in default thereunder, and no event or circumstance shall have occurred and be continuing that with the passage of time or the giving of notice or both would constitute a default by a party thereunder; (g) without limiting clause (f) above, (i) the Facility, including the Generating Facility and the Storage Facility, Contract Capacity, Storage Capacity, Contract Energy Storage Energy and/or Environmental Attributes (as applicable) are certified and otherwise qualified for, and registered with, all programs or systems that are Applicable Environmental Attribute Programs as of the Commercial Operation Date (subject to the last sentence of Section 4.2(e)), and (ii) Seller is otherwise qualified for, and has in place all agreements and other arrangements (and, without limiting the foregoing, has all necessary accounts) to cause to be issued, and (to the extent not issued directly to Buyer’s obligation ) to pay obtain and transfer to Buyer, (A) the Environmental Attributes under each Applicable Environmental Attribute Program referenced in clause (i) above and (B) the Guaranteed Environmental Attributes; (h) without limiting clause (f) above, (i) the Facility, including the Generating Facility and the Storage Facility, Contract Capacity, Storage Capacity, Storage Energy and/or Contract Energy (as applicable) are certified and otherwise qualified for all Capacity-Related Benefits, and Other Electric Products for which the Facility, including the Generating Facility and Storage Facility, Contract Capacity, Storage Capacity, Storage Energy, and/or Contract Energy is eligible as of the Commercial Operation Date, (ii) Seller is otherwise qualified for and has in place all agreements and other arrangements (and, without limiting the foregoing, has all necessary accounts) (A) to generate and deliver to Buyer at the OP Delivery Point any such Products commences that are physical in nature and dispatched by Buyer and (B) in the case of any such Products that are not physical in nature (such as ZRCs and other intangible products), to (1) cause to be issued such Products and (2) to the extent not issued directly to Buyer, obtain and transfer to Buyer custody of and title to (or, if not possible, the benefit of, as directed by Xxxxx) all such Products (including for Buyer or Seller, as applicable, to be able to schedule, offer, bid and settle such Products into the applicable Balancing Authorit(y)(ies)); (i) without limiting clause (f) above, Seller has in place and in full force and effect separate from this Agreement all arrangements for the supply of required electric services to the Facility, including house power and maintenance power, and all such arrangements are available for the supply of such electric services to the Facility; (j) without limiting clause (f) above, Seller has in place and in full force and effect the insurance coverages required by this Agreement from Seller at the Commercial Operation Date, and certificates of insurance evidencing such coverages have been obtained and provided to Buyer; (k) Seller has provided to Buyer copies of the electrical specifications and major design drawings relating to the Facility; (l) without limiting clause (f) above, Seller has provided to Buyer and in full force and effect the Performance Assurance required from Seller at the Commercial Operation Date according to this Agreement; (m) staffing and training of Seller's personnel for the operation, maintenance and asset management of the Facility is complete; (n) Seller has in effect Full Deliverability; (o) without limiting clause (f) above, (i) if, on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery tagging of the Products to the Seller have been satisfiedis required by applicable Balancing Authority rules, procedures and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission protocols and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE other applicable Laws or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and otherwise for Seller to perform its obligations under this Agreement (including as required to generate, provide, deliver and transfer the Products to Buyer according to this Agreement), including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iiiA) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect including the Generating Facility and the Storage Facility, is eligible, registered and active for tagging and (B) Seller is registered as a “purchasing selling entity” and subscribed for tag agent service with the Specified Tag Agent, or (ii) otherwise, the Facility is removed from active tagging and is otherwise no longer tagging; and (p) the conditions set forth in Section 2.3(b)(iv) (reading, for this purpose, any requirements therein stated as “contracted for” or “will be” or otherwise referring to the Interconnecting Utility, to construct the Network Upgrades (to the extent future as requirements that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance must be met currently as of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in and not just “contracted for” or “will be” met, etc.) and Section 3.1; (ix2.3(b)(v) no Default or Event of Default by have been satisfied and continue to be satisfied, and Seller shall have occurred and remain uncured; and (xprovided to Buyer a new certification complying with Section 2.3(b)(vi) that is dated as of the Facility is owned or leased by, and under the care, custody and control of, SellerCommercial Operation Date.

Commercial Operation. Seller shall achieve Commercial Operation by the Guaranteed Commercial Operation Date. “Commercial Operation” shall be achieved when all of the following conditions have been satisfied (and continue to be satisfied as of the Commercial Operation Date) or expressly waived in writing (in accordance with the requirements of Section 19.8) by Xxxxx: (a) Seller’s obligation (i) the Facility conforms to Deliver Schedule B; (ii) the Facility has achieved “Substantial Completion” or “Provisional Acceptance” (or equivalent term(s) meaning completion in all material respects, except punch list items that do not adversely affect the ability of the Facility to operate as intended) under its engineering, procurement and construction contract (or, if the Facility does not have a single engineering, procurement and construction contract, under each of the subcontracts that together aggregate the scope of an engineering, procurement and construction contract) at a Nameplate Capacity equal to at least the COD Capacity Threshold and a Storage Nameplate Capacity equal to at least the Storage COD Capacity Threshold and, since such achievement, no event or circumstance has occurred and is continuing that causes any of the criteria for such achievement to cease to be satisfied; (iii) without limiting the foregoing, Inverter Block Units aggregating a Nameplate Capacity equal to at least the COD Capacity Threshold are installed on the Facility Site as part of the Facility, have achieved Commissioning and, since Commissioning thereof, no event or circumstance has occurred and is continuing that causes any of the criteria for Commissioning thereof to cease to be satisfied; and (iv) any other any studies and testing of the Facility required pursuant to the Electric Interconnection Agreement, other Project Documents (including agreements with Lenders) or applicable Laws (including Governmental Approvals) for the commencement of commercial operation have been successfully performed and completed; (b) (i) the Facility (A) successfully completed (no earlier than thirty (30) Days prior to, and no later than, the Commercial Operation Date) (1) its most recent Capacity Demonstration Test at an Available Capacity level equal to at least the COD Capacity Threshold and (2) its most recent Storage Capacity Demonstration Test at a Storage Available Capacity level equal to at least the Storage COD Capacity Threshold, (B) is synchronized with the Host Utility transmission system, (C) is available for normal and continuous operation and fully capable of reliably producing the Products and injecting the Contract Energy and Storage Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement, and (D) is in compliance with the Electric Interconnection Agreement and applicable Laws, and (ii) the Storage Facility is able to charge, store and discharge energy reliably in amounts expected by and consistent with the terms of this Agreement; (c) without limiting clause (f) or clause (n) below, (i) Seller has in place the Deliverability Arrangements, and (ii) the interconnection and transmission upgrades, including any Network Upgrades, required by the Deliverability Arrangements (A) are complete, (B) are tested in accordance with the Deliverability Arrangements and applicable Laws, (C) are available for normal and continuous operation and fully capable of reliably injecting the Contract Energy and Storage Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively and reliably delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement and (D) are in compliance with the Deliverability Arrangements and applicable Laws; (d) (i) the meteorological tower(s) and measurement, telemetry and communications equipment required by this Agreement are installed, programmed, commissioned and tested, (ii) the feeds required by Section 8.4(c) are established and tested and (iii) such equipment and feed are (and have demonstrated that they are) fully capable of reliably transmitting real-time data to Buyer according to this Agreement; (e) Seller is in compliance in all material respects with this Agreement and there are no Events of Default or Potential Events of Default of Seller that have occurred and are continuing; (f) (i) Seller has in place all Governmental Approvals, all agreements and other arrangements and all other tangible and intangible rights required to construct the Facility and produce and inject the Contract Energy and Storage Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and at a Storage Available Capacity level of at least the Storage COD Capacity Threshold, respectively, and produce and deliver the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement, and otherwise perform its obligations, according to this Agreement (including the agreements and arrangements described more specifically in other clauses of this definition); (ii) such Governmental Approvals, agreements, arrangements and other rights are in full force and effect and not subject to conditions precedent; and (iii) no party thereto is in default thereunder, and no event or circumstance shall have occurred and be continuing that with the passage of time or the giving of notice or both would constitute a default by a party thereunder; (g) without limiting clause (f) above, (i) the Facility, including the Generating Facility and the Storage Facility, Contract Capacity, Storage Capacity, Contract Energy Storage Energy and/or Environmental Attributes (as applicable) are certified and otherwise qualified for, and registered with, all programs or systems that are Applicable Environmental Attribute Programs as of the Commercial Operation Date (subject to the last sentence of Section 4.2(e)), and (ii) Seller is otherwise qualified for, and has in place all agreements and other arrangements (and, without limiting the foregoing, has all necessary accounts) to cause to be issued, and (to the extent not issued directly to Buyer’s obligation ) to pay obtain and transfer to Buyer, (A) the Environmental Attributes under each Applicable Environmental Attribute Program referenced in clause (i) above and (B) the Guaranteed Environmental Attributes; (h) without limiting clause (f) above, (i) the Facility, including the Generating Facility and the Storage Facility, Contract Capacity, Storage Capacity, Storage Energy and/or Contract Energy (as applicable) are certified and otherwise qualified for all Capacity-Related Benefits, and Other Electric Products for which the Facility, including the Generating Facility and Storage Facility, Contract Capacity, Storage Capacity, Storage Energy, and/or Contract Energy is eligible as of the Commercial Operation Date, (ii) Seller is otherwise qualified for and has in place all agreements and other arrangements (and, without limiting the foregoing, has all necessary accounts) (A) to generate and deliver to Buyer at the OP Delivery Point any such Products commences that are physical in nature and dispatched by Buyer and (B) in the case of any such Products that are not physical in nature (such as ZRCs and other intangible products), to (1) cause to be issued such Products and (2) to the extent not issued directly to Buyer, obtain and transfer to Buyer custody of and title to (or, if not possible, the benefit of, as directed by Buyer) all such Products (including for Buyer or Seller, as applicable, to be able to schedule, offer, bid and settle such Products into the applicable Balancing Authorit(y)(ies)); (i) without limiting clause (f) above, Seller has in place and in full force and effect separate from this Agreement all arrangements for the supply of required electric services to the Facility, including house power and maintenance power, and all such arrangements are available for the supply of such electric services to the Facility; (j) without limiting clause (f) above, Seller has in place and in full force and effect the insurance coverages required by this Agreement from Seller at the Commercial Operation Date, and certificates of insurance evidencing such coverages have been obtained and provided to Buyer; (k) Seller has provided to Buyer copies of the electrical specifications and major design drawings relating to the Facility; (l) without limiting clause (f) above, Seller has provided to Buyer and in full force and effect the Performance Assurance required from Seller at the Commercial Operation Date according to this Agreement; (m) staffing and training of Seller's personnel for the operation, maintenance and asset management of the Facility is complete; (n) Seller has in effect Full Deliverability; (o) without limiting clause (f) above, (i) if, on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery tagging of the Products to the Seller have been satisfiedis required by applicable Balancing Authority rules, procedures and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission protocols and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE other applicable Laws or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and otherwise for Seller to perform its obligations under this Agreement (including as required to generate, provide, deliver and transfer the Products to Buyer according to this Agreement), including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iiiA) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect including the Generating Facility and the Storage Facility, is eligible, registered and active for tagging and (B) Seller is registered as a “purchasing selling entity” and subscribed for tag agent service with the Specified Tag Agent, or (ii) otherwise, the Facility is removed from active tagging and is otherwise no longer tagging; and (p) the conditions set forth in Section 2.3(b)(vi) (reading, for this purpose, any requirements therein stated as “contracted for” or “will be” or otherwise referring to the Interconnecting Utility, to construct the Network Upgrades (to the extent future as requirements that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance must be met currently as of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in and not just “contracted for” or “will be” met, etc.) and Section 3.1; (ix2.3(b)(vii) no Default or Event of Default by have been satisfied and continue to be satisfied, and Seller shall have occurred and remain uncured; and (xprovided to Buyer a new certification complying with Section 2.3(b)(viii) that is dated as of the Facility is owned or leased by, and under the care, custody and control of, SellerCommercial Operation Date.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; providedprovided that Energy, that Energy Capacity and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied satisfied, and continues to satisfy, the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying (i) qualified the Facility as an “eligible renewable energy resource” pursuant to Section 5.0 of the Code of Rhode Island Rules 90-000-000 and (ii) otherwise satisfied the requirements for the Facility to be a RPS Class I Newly Developed Renewable Generation UnitEnergy Resource; (iv) Seller has acquired all real property rights and other site control rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements (including without limitation registration of the Facility as a “settlement only generator” in the ISO-NE Settlement Market System) required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 1.3.9 confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO ISO-NE Settlement Market System; (vii) Seller has caused the Facility to be qualified as an Existing Capacity Resource under the ISO-NE Rules with a Seasonal Capability equal to or greater than the Contract Capacity; (viii) Seller has successfully completed all pre-operational testing and commissioning for the Facility in accordance with manufacturer guidelines; (viiiix) Seller has satisfied and continues to satisfy all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ixx) no Default or Event of Default by Seller shall have occurred and remain uncured; (xi) Seller has obtained any and all necessary authorizations from FERC to sell Energy and Capacity from the Facility at market-based rates and shall be in compliance with such authorization; and (xxii) the Facility Facility, as constructed to date, is under the sole control of Seller (including without limitation with respect to the operation, maintenance and management of the Facility) and is either owned or leased byby Seller, and under Seller is a party to all material contracts relating to the careconstruction, custody operation, management and control of, Sellermaintenance of the Facility.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided. Energy, that Energy Capacity and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed ProductsProducts and shall not be Delivered and sold to, or purchased by Buyer. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A the Cov(veriii) no Default or Event of Sheet hereto and capable of regular commercial operation in accordance with Good Utility Practice, the Default by Seller shall have occurred and remain uncured; manufacturer’s guidelines for all material components of o(fix) Seller has obtained any the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller and all necessary authorizations from FERC to sell Energy from the Facility at market-based rates and shall be in compliance with such authorization; and has also satisfied satisfied, and continues to satisfy, the following following(x) the Facility, as conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit Bthe Cover Sheet hereto; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying (i) qualified the Facility as an “eligible renewable energy resource” pursuant to Section 5.0 of the Code of Rhode Island Rules 00-000-000 and (ii) otherwise satisfied the requirements for the Facility to be a RPS Class I Renewable Distributed Generation UnitFacility; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-NE- related agreements (including without limitation registration of the Facility as a “settlement only generator” in the ISO- NE Settlement Market System) required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (viv) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.to

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs SRECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) . The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) : completion of all transmission transmission, distribution and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) ; Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) ; Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Solar Carve-Out Renewable Generation Unit; (iv) ; Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) ; Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) ; Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) ; Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) ; no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, of Seller.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided. Energy, that Energy Capacity and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed ProductsProducts and shall not be Delivered and sold to, or purchased by Buyer under this Agreement. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied satisfied, and continues to satisfy, the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for (i) qualified the lawful construction and operation Facility as an “eligible renewable energy resource” pursuant to Section 5.0 of the Facility, Code of Rhode Island Rules 00-000-000 and (ii) otherwise satisfied the requirements for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit Bbe a Distributed Generation Facility; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-NE- related accounts and entered into all ISO-NE-related agreements (including without limitation registration of the Facility as a “settlement only generator” in the ISO-NE Settlement Market System) required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (viiv) Seller has provided to Buyer I.3.9 confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO ISO-NE Settlement Market System;; and (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ixv) no Default or Event of Default by Seller shall have occurred and remain uncured; and. (xc) The Commercial Operation Date must occur by the date that is (i) fifty (50) months after the Effective Date in the case of a hydropower facility, (ii) thirty-eight (38) months after the Effective Date in the case of an anaerobic digestion facility, and (iii) twenty (20) months after the Effective Date in the case of any other Distributed Generation Facility. If the Facility is owned or leased bydoes not achieve the Commercial Operation Date by such date, either Party may terminate this Agreement within sixty (60) days after such date by written notice to the other Party (which termination shall be effective upon delivery of such notice), and under upon such termination neither Party will have any further liability to the care, custody and control of, Sellerother hereunder.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which Seller provides Buyer with a certificate of Seller’s chief executive officer, chief operating officer, chief financial officer or another officer of a similar level in Seller’s organization notifying Buyer that (A) the Facility is substantially completed as described in Exhibit A is completed (subject, if applicable, to a Capacity Deficiency) so long as the Actual Facility Size on the Commercial Operation Date (1) is at least MW (which is of the Proposed Facility Size), and capable of regular commercial operation in accordance with Good Utility Practice, Practice and the manufacturer’s guidelines for all material components of the Facility, (B) all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and all performance testing for the Facility has been successfully completed, provided (C) Seller has also satisfied the following conditions precedent as of such date: (i) completion and commissioning of all transmission and interconnection facilities and any and all COD Network Upgrades, including the completion of all CCIS Network Upgrade Developer Requirements, and final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection AgreementAgreement(s) and as required to interconnect the Facility at the Interconnection Point(s) at a level that is capable of satisfying the Network Capability Interconnection Standard and the Capacity Capability Interconnection Standard both as defined under the ISO-NE Rules; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from qualification by the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation UnitUnit and as a Clean Peak Resource (subject to Section 4.1(b)); (iv) Seller has satisfied all requirements in order to provide for unit-specific accounting of Environmental Attributes, enabling the Massachusetts Department of Environmental Protection to accurately account for the Energy in the state greenhouse gas emissions inventory, created under chapter 298 of the Acts of 2008; (v) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (vvi) Seller (or the party with whom Seller contracts pursuant to Section 3.5(e)) has established all ISO-NE-related accounts and entered into all ISO-NE-NE- related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including ; (vii) Seller (or the registration of party with whom Seller contracts pursuant to Section 3.5(e)) has registered the Facility in the GIS; (viviii) Seller has provided to Buyer I.3.9 confirmation Confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer Delivery of the Energy to Buyer in the ISO Settlement Market System; (viiix) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelinesguidelines required for reliable operation of the Facility; (viiix) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ixxi) no Default or Event of Default by Seller shall have occurred and remain uncured; and; (xxii) the Facility is owned or leased by, and under the care, custody and control of, Seller. (xiii) Seller has delivered to Buyer: (A) an Independent Engineer’s certification stating (i) that the Facility has been completed in all material respects (excepting items that do not materially and adversely affect the ability of the Facility and the COD Network Upgrades to operate as intended hereunder) in accordance with this Agreement, and (ii) the Actual Facility Size as of such date; (B) certificates of insurance evidencing the coverages required under Section 3.5(i); and (C) a certification of an officer of Seller stating the cost of any CCIS Network Upgrades that have not been placed in service under the Interconnection Agreement(s) as of the Commercial Operation Date, with adequate detail and supporting documentation to allow Buyer to confirm such cost and with any additional information that Buyer may reasonably request in connection therewith; and (xiv) Seller has demonstrated that it can reliably transmit real time data and measurements to ISO-NE.

Commercial Operation. Seller shall achieve Commercial Operation by the Guaranteed Commercial Operation Date. “Commercial Operation” shall be achieved when all of the following conditions have been satisfied or expressly waived in writing (in accordance with the requirements of Section 19.8) by Buyer: (a) Seller’s obligation the Facility conforms to Deliver Schedule B and has achieved “Substantial Completion” or “Provisional Acceptance” (or equivalent term(s) meaning completion in all material respects, except punch list items that do not adversely affect the ability of the Facility to operate as intended) under its engineering, procurement and construction contract (or, if the Facility does not have a single engineering, procurement and construction contract, under each of the subcontracts that together aggregate the scope of an engineering, procurement and construction contract) at a Nameplate Capacity equal to at least the COD Capacity Threshold, and any studies and testing of the Facility required pursuant to the Electric Interconnection Agreement, other Project Documents (including agreements with Lenders) or applicable Laws (including Governmental Approvals) for the commencement of commercial operation shall have been successfully performed and completed; (b) the Facility (i) successfully completed (no earlier than thirty (30) Days prior to, and no later than, the Commercial Operation Date) its most recent Capacity Demonstration Test at an Available Capacity level equal to at least the COD Capacity Threshold; (ii) has achieved initial synchronization with the Host Utility transmission system, (iii) is available for normal and continuous operation and fully capable of reliably producing the Products and injecting the Contract Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement and (iv) is in compliance with the Electric Interconnection Agreement and applicable Laws; (c) without limiting clause (f) or clause (n) below, (i) the Deliverability Arrangements have been entered into, and (ii) the interconnection and transmission upgrades, including any Network Upgrades, required by the Deliverability Arrangements (A) have been completed, (B) have been tested in accordance with the Deliverability Arrangements and applicable Laws, (C) are available for normal and continuous operation and fully capable of reliably injecting the Contract Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section 7.8 at an Available Capacity level of at least the COD Capacity Threshold and reliably delivering the other physical Products to Buyer at the applicable OP Delivery Point according to this Agreement and (D) are in compliance with the Deliverability Arrangements and applicable Laws; (d) (i) the meteorological tower(s) and measurement, telemetry and communications equipment required by this Agreement have been installed, programmed, commissioned and tested, (ii) the feeds required by Section 8.4(c) has been established and tested and (iii) such equipment and feed have demonstrated that they are fully capable of reliably transmitting real-time data to Buyer according to this Agreement; (e) Seller is in compliance in all material respects with this Agreement and there are no Events of Default or Potential Events of Default of Seller that have occurred and are continuing; (i) Seller has obtained all Governmental Approvals, entered into all agreements, made all other arrangements and acquired all other tangible and intangible rights required to construct the Facility and produce and inject the Contract Energy at the Injection Point for financial delivery to Buyer at the Energy Financial Delivery Point in accordance with Section (g) without limiting clause (f) above, (i) the Facility, Contract Capacity, Contract Energy and/or Environmental Attributes (as applicable) are certified and otherwise qualified for, and registered with, all programs or systems that are Applicable Environmental Attribute Programs as of the Commercial Operation Date (subject to the last sentence of Section 4.2(e)), and (ii) Seller is otherwise qualified for, and has entered into all agreements and made all other arrangements (and, without limiting the foregoing, has all necessary accounts) to cause to be issued, and (to the extent not issued directly to Buyer’s obligation ) to pay obtain and transfer to Buyer, (A) the Environmental Attributes under each Applicable Environmental Attribute Program referenced in clause (i) above and (B) the Guaranteed Environmental Attributes; (h) without limiting clause (f) above, (i) the Facility, Contract Capacity and/or Contract Energy (as applicable) are certified and otherwise qualified for all Capacity-Related Benefits and Other Electric Products for which the Facility, Contract Capacity and/or Contract Energy is eligible as of the Commercial Operation Date, (ii) Seller is otherwise qualified for and has entered into all agreements and made all other arrangements (and, without limiting the foregoing, has all necessary accounts) (A) to generate and deliver to Buyer at the OP Delivery Point any such Products commences that are physical in nature and dispatched by Buyer and (B) in the case of any such Products that are not physical in nature (such as ZRCs and other intangible products), to (1) cause to be issued such Products and (2) to the extent not issued directly to Buyer, obtain and transfer to Buyer custody of and title to (or, if not possible, the benefit of, as directed by Xxxxx) all such Products (including for Buyer or Seller, as applicable, to be able to schedule, offer, bid and settle such Products into the applicable Balancing Authorit(y)(ies)); (i) without limiting clause (f) above, all arrangements for the supply of required electric services to the Facility, including house power and maintenance power, have been obtained by Seller separate from this Agreement and are available for the supply of such electric services to the Facility; (j) without limiting clause (f) above, the insurance coverages required by this Agreement at the Commercial Operation Date have been obtained by Seller, and certificates of insurance evidencing such coverages have been obtained and provided to Buyer; (k) Seller has provided to Buyer copies of the electrical specifications and major design drawings relating to the Facility; (l) without limiting clause (f) above, (i) Seller shall have posted Performance Assurance meeting the requirements of this Agreement at the Commercial Operation Date and (ii) the Guaranty meeting the requirements of this Agreement at the Commercial Operation Date shall have been executed by Seller Parent Guarantor and delivered to Buyer; (m) staffing and training of Seller's personnel for the operation, maintenance and asset management of the Facility has been completed; (n) Seller has in effect Full Deliverability; (o) without limiting clause (f) above, (i) if, on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery tagging of the Products to the Seller have been satisfiedis required by applicable Balancing Authority rules, procedures and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission protocols and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE other applicable Laws or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and otherwise for Seller to perform its obligations under this AgreementAgreement (including as required to generate, including but not limited provide, deliver and transfer the Products to Permits related Buyer according to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; ), (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (xA) the Facility is owned or leased byeligible, registered and under the care, custody and control of, Seller.active for tagging and

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission transmission, distribution and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viiivii) Seller has satisfied satisfied, or Buyer has waived, all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ixviii) no Default or Event of Default by Seller shall have occurred and remain uncured; and; (xix) the Facility is owned or leased by, and under the care, custody and control of, of Seller; (x) Seller has taken commercially reasonable actions to cause the Facility to be qualified and cleared as a New or Existing Capacity Resource under the ISO-NE Rules.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed (subject, if applicable, to a Capacity Deficiency) so long as described (w) the Actual Facility Size as of the Commercial Operation Date is at least MW (which is of the proposed nameplate capacity of the Facility as set forth in Exhibit A and A), (x) the Facility is capable of regular commercial operation in accordance with Good Utility Practice, Practice and the manufacturer’s guidelines for all material components of the Facility, (y) all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and (z) all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any and all Network Upgrades, including those included in Exhibit F (as may be updated as provided in Section 3.3(f)), and any and all Phase II Network Upgrades, including but not limited to those included in Exhibit F to the Phase II Mayflower Wind Power Purchase Agreement (as may be updated as provided in Section 3.3(f)) of the Phase II Mayflower Wind Power Purchase Agreement, and final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection AgreementAgreement and as required to interconnect the Facility at the Interconnection Point at a level that is capable of satisfying the Network Capability Interconnection Standard and that is equivalent to the Capacity Capability Interconnection Standard both as defined under the ISO-NE Rules; (ii) all Related Transmission Facilities and Phase II Related Transmission Facilities are complete and in-service; (iii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades and any Phase II Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iiiiv) Seller has obtained a Statement of Qualification from qualification by the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation UnitUnit and as a Clean Peak Resource (subject to Sections 4.1(b) and 4.1(c)); (ivv) Seller has satisfied all requirements in order to provide for unit- specific accounting of Environmental Attributes, enabling the Massachusetts Department of Environmental Protection to accurately account for the Energy in the state greenhouse gas emissions inventory, created under chapter 298 of the Acts of 2008; (vi) all Related Transmission Approvals and Phase II Related Transmission Approvals have been received; (vii) Seller has acquired all real property rights needed to construct and operate the Facility, Related Transmission Facilities and Phase II Related Transmission Facilities, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades and the Phase II Network Upgrades (in each case, to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (vviii) Seller (or the party with whom Seller contracts pursuant to Section 3.5(e)) has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (viix) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.I.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) . The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A is completed (subject, if applicable, to a Capacity Deficiency so long as the Actual Facility Size on the Commercial Operation Date is (1) at least ninety percent (90%) of the proposed nameplate capacity of the Facility as set forth in Exhibit A, and (2) not more than ten (10) MW less than the proposed nameplate capacity of the Facility set forth in Exhibit A) and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) : completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) ; all Related Transmission Facilities as set forth in Exhibit E are complete and in-service; Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) ; Seller has obtained a Statement qualification by the applicable regulatory authority for the state of Qualification from the DOER pursuant to 225 CMR 14.05 [Connecticut or Massachusetts] qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) ; All Related Transmission Approvals have been received; Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) ; Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) ; Seller has provided to Buyer I.3.9 confirmation Confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) ; Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) ; Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) ; no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller. Seller has delivered to Buyer: an Independent Engineer’s certification stating (i) that the Facility has been completed in all material respects (excepting punchlist items that do not materially and adversely affect the ability of the Facility to operate as intended hereunder) in accordance with this Agreement, and (ii) the Actual Facility Size; certificates of insurance evidencing the coverages required under Section 3.5(i); and the Operating Period Security; and Seller has demonstrated that it can reliably transmit real time data and measurements to ISO-NE.

Commercial Operation. ‌ 3.3.1 Within thirty (a30) Seller’s obligation to Deliver Days after the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility end of each Calendar Quarter prior to the Commercial Operation Date Date, Seller shall deliver a written report to Buyer describing the progress of design, development and construction of the Facility, including a description of all events of material significance. In the event that Xxxxxx believes that Full Commercial Operation of the Facility has been achieved, and Seller has delivered to Buyer all notices and certificates set forth in the definition of “Full Commercial Operation,” Seller may give notice to Buyer that Seller has determined that Full Commercial Operation has been achieved. Buyer shall respond in writing within five (5) Business Days of the “Test Period”receipt of such notice either: (i) confirming that Full Commercial Operation has been achieved (in which event the effective date of Buyer’s response shall be the date on which Full Commercial Operation is first achieved for purposes of this Agreement); or (ii) providing Seller a detailed description of any alleged deficiencies that in Buyer’s view prevents Full Commercial Operation from being achieved (or prevents Buyer from determining whether Full Commercial Operation has been achieved) 3.3.2 Buyer may request that Seller arrange to provide Xxxxx’s Representatives access to the Facility and to property owned, leased or controlled by Facility Owner during normal business hours in order to observe the construction of the Facility. Seller shall use commercially reasonable efforts to obtain such access for Buyer’s Representatives, provided that Seller’s agreement with the Facility Owner shall provide that Xxxxx’s Representatives shall be able to have such reasonable access, subject to (a) Xxxxx and Xxxxx’s Representatives executing and delivering such customary disclaimers and acknowledgments as Facility Owner may require, and (b) such restrictions as the terms of Facility Owner’s insurance provider may impose. Any such review and inspection should it occur, shall not be deemed Productsconstrued as any endorsement by Buyer of the design or construction of the Facility or as any warranty by Buyer of the safety, durability or reliability thereof. Buyer’s Representatives shall comply with the reasonable rules and procedures of Facility Owner when accessing property owned or controlled by Facility Owner under this Section 3.3. 3.3.4 If Full Commercial Operation is not achieved by the Final Required Commercial Operation Date, then the following shall apply: (a) ‌‌ (b) The If Partial Commercial Operation has been achieved by the Final Required Commercial Operation Date and Buyer does not send Seller a Final Required COD Termination Notice pursuant to subpart (a) above (including the circumstance where Buyer does not have the right to send Seller a Final Required COD Termination Notice pursuant to subpart (a) above), then: (i) the Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products be deemed to the Seller have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations be achieved under this Agreement, including but not limited Agreement on a Day determined by Buyer by notice to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements Day shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.later than thirty‌

Commercial Operation. (a) Seller’s obligation Commercial Operation Subject to Deliver Clause 4.1.2, Seller shall procure that the Products and Buyer’s obligation to pay Seller for such Products commences on Facility achieves the Final Commercial Operation Date no later than the Required Commercial Operation Date; provided, that Energy . [Note: The reference here and RECs generated by the Facility prior elsewhere to the Final Commercial Operation Date (assumes that the “Test Period”) Facility consists of more than one Unit.] The date for achievement of the Required Commercial Operation Date shall not be deemed Products. (b) extended for any delay attributable to any Force Majeure Event. The Commercial Operation Date shall occur on upon the date on which satisfaction or occurrence, or, pursuant to Clause 4.1.4, deemed satisfaction, of all of the following conditions: Seller has successfully completed the Performance Tests in accordance with Schedule 5 or, in respect of the Performance Tests, has paid the relevant Performance Liquidated Damages (if any) to Purchaser pursuant to Clause 3.4.2; the Facility has met the requirements for initial synchronisation with and interconnection of the Facility to the Transmission System, and has demonstrated the reliability of its communications systems and communications with Seller in accordance with the requirements of Schedule 5 and the Interconnection Agreement; and certificates of insurance evidencing the coverages required by Clause 14 have been obtained and provided to Seller. Each condition specified in Clauses 4.1.3(a) and 4.1.3(b) shall be satisfied by the receipt by each Party of a declaration from the Independent Engineer that such condition has been satisfied. If the Facility is substantially completed unable to satisfy any condition referred to in Clause 4.1.3 due to a Deemed Commissioning Event the Facility shall be deemed to have satisfied that condition and, provided that all the other conditions referred to in Clause 4.1.3 have been satisfied or deemed to have been satisfied, to be providing Available Capacity at [92]% of the Rated Capacity (or, if the Net Dependable Capacity has been determined, the Contracted Capacity) for the purposes of payments to be made by Purchaser pursuant to Clause 11.1 until such time as described that condition shall have been satisfied or the Facility is no longer unable to satisfy that condition due to the Deemed Commissioning Event. Construction Milestones Seller agrees to notify Purchaser promptly of any failure to meet a Construction Milestone. The time permitted to meet each Construction Milestone shall be extended by any period during which Seller is unable to proceed with the construction of the Facility because of a Force Majeure Event. EIA Report Seller shall: procure that an Environmental Impact Assessment is conducted for the Site by an independent environmental engineer selected by Seller; and provide Purchaser, on or before the issue of full notice to proceed under the agreement relating to the procurement and construction of the Facility, with a copy of the EIA Report. The EIA Report shall either include: a confirmation from the independent environmental engineer that the Site has been inspected for Environmental Contamination and that no conditions involving Environmental Contamination exist at, or under, the Site and that the Site materially complies with all applicable Environmental Laws; or if the independent environmental engineer is unable to provide such a confirmation, details of any Environmental Contamination existing at, or under, the Site and/or material breaches of applicable Environmental Laws together with a rectification plan produced by Seller for ensuring that such Environmental Contamination and/or material breaches of applicable Environmental Laws can be rectified so that the Project will, as at the Final Commercial Operation Date, be in Exhibit A material compliance with all applicable Environmental Laws. Initial Notifications Seller shall promptly notify Purchaser of the issue of a full notice to proceed under the EPC Agreement. The issue of a full notice to proceed under the EPC Agreement constitutes the commencement of the Construction Period for the purposes of this Agreement. Seller shall provide Purchaser as soon as possible with a copy of the notice from the Lenders that Seller has satisfied each initial condition precedent to draw on the credit and capable other facilities made available under the Financing Agreements. Progress Reports and Meetings Seller shall submit to Purchaser, on or before the [15th] day of regular commercial operation each month occurring during the Construction Period, a progress report (which report may be any report Seller receives from the EPC Contractors under the EPC Agreement) for the previous month in a form reasonably satisfactory to Purchaser. Each progress report shall accurately inform Purchaser of the current status of the development, design, procurement and construction of the Facility, the progress achieved and the likelihood that each Construction Milestone will be achieved. The Parties shall hold periodic progress meetings during the Construction Period at such times and locations to be agreed between the Parties to review matters relating to the development, design, procurement and construction of the Facility and Seller shall provide such information as may reasonably be requested by Purchaser in relation to Seller’s obligations to develop, design, procure and construct the Facility in accordance with this Agreement. Purchaser’s Rights During Construction Period Purchaser may monitor the construction, start-up, and testing of the Facility during the Construction Period, and Seller shall comply with all reasonable requests of Purchaser with respect to start-up and testing in accordance with the Testing Procedures and the other provisions of this Agreement. Seller shall cooperate in such physical inspections of the Facility as may be reasonably requested by Purchaser during the Construction Period. All persons visiting the Facility on behalf of Purchaser shall comply with all of Seller’s applicable health and safety rules and requirements. Purchaser’s monitoring and inspection of the Facility shall not be construed as endorsing the design or construction of the Facility by Purchaser nor as any warranty of safety, durability or reliability of the Facility. Test Energy Seller shall coordinate the production and delivery of Test Energy with Purchaser in accordance with Schedule 5 and the Testing Procedures and Purchaser shall cooperate with Seller to schedule and facilitate Seller’s testing of the Facility. In the event Seller requests Purchaser to dispatch Test Energy pursuant to this Clause 4.7 which relates to testing undertaken at Seller’s option, Purchaser shall purchase such Test Energy in accordance with Clause 11.1 and Schedule 4. After the Commercial Operation Date for any Unit or the Final Commercial Operation Date for the Facility, Purchaser shall dispatch that Unit or the Facility respectively and accept delivery of all Test Energy when reasonably requested to do so by Seller to accommodate Seller’s testing of any Unit or the Facility, including that testing of any Unit or the Facility which Seller is required or permitted to perform, or cause to be performed, pursuant to this Agreement. Purchaser shall not be required to purchase such Test Energy in amounts greater than the amount of energy associated with the Contracted Capacity or, in the case where the Test Energy is produced during a test of the level of Net Dependable Capacity, the Net Dependable Capacity. Facility Operator Seller has submitted to Purchaser the identity of the proposed Operator together with a statement of its credentials. If at any time, Seller wishes to change the entity performing the role of the Operator, it shall submit details of the proposed replacement Operator at least [6] months prior to the effective date of the change giving its identity and a statement of its credentials. Purchaser shall not withhold or delay its approval to such change, provided that the proposed replacement Operator shall have the necessary skills, qualifications, experience and reputation to perform the role of the Operator. The appointment of the Operator by Seller pursuant to Clause 4.8.1 shall not relieve Seller of: performance of any of its obligations under this Agreement; or any liability resulting from any act or omission of Seller under this Agreement that, had that act or omission been an act or omission of Seller, would have constituted a breach of this Agreement. Operating Committee and Operating Procedures Each Party shall each appoint one representative and one alternate representative to act in matters relating to the Parties’ performance of their obligations under this Agreement and to develop arrangements for the generation, delivery, and receipt of power and energy under this Agreement. Such representatives shall constitute the Operating Committee. The Parties shall notify each other in writing of such appointments and any changes to the Operating Committee. The Operating Committee shall have no authority to modify the terms or conditions of this Agreement in writing, orally, by conduct or otherwise. The Parties shall comply with the Operating Procedures. The scope of the Operating Procedures is limited to rules relating to planning in operational or longer term timescales for the Transmission System, the day-to-day operation of the Transmission System, and the scheduling, dispatch and operation of the Facility as it relates to the operation of the Transmission System. The Parties shall comply with the Grid Code and any relevant Distribution Code when they are brought into force by EAC through licences or any other means. Subject to Clauses 4.9.4 and 10.5(e), the Parties may from time to time agree changes to the Operating Procedures. Seller may not withhold its consent to a change to the Operating Procedures proposed by Purchaser if each of the following criteria are satisfied: the changes are consistent with Good Utility Practice, the manufacturer’s guidelines Grid Code, any relevant Distribution Code, the Operating Characteristics and this Clause 4.9; the changes will apply equally to the operating procedures for all material components other independent generating plant in [ ] of similar size and technology; if the changes relate to the manner in which Dispatch Instructions are issued, such changes will provide an objective means of recording Dispatch Instructions given by Purchaser that provides at least as much certainty as to the nature of each Dispatch Instruction given by Purchaser as that provided for by the current means by which Dispatch Instructions are given by Purchaser pursuant to the Operating Procedures as at the date of this Agreement; the changes are notified to Seller in writing, such notice to specify a date, being not earlier than 3 months after the date of the Facilitynotice, all requirements of on which they are, subject to Clause 4.9.4(g), to be implemented; the ISO-NE Rules changes are discussed with Seller by Purchaser prior to implementation and ISO-NE Practices for any reasonable objections, comments or changes requested by Seller are incorporated into the delivery of changes; the Products changes relate to the Seller have been satisfied, and all performance testing for operation of a Unit or the Facility has been successfully completed, provided Seller has also satisfied as it relates to the following conditions precedent as of such date: (i) completion of all transmission and interconnection facilities and any Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection Purchaser System and do not: relate to any aspect of the operation and maintenance of a Unit or the Facility to which is, as at the Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under date of this Agreement, including but not limited to Permits related to environmental matters, all dealt with in this Agreement (other than by means of the Operating Procedures as set forth on Exhibit B; (iii) Seller has obtained a Statement at the date of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation from ISO- NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured); and (x) the Facility is owned or leased by, and under the care, custody and control of, Seller.modify any existing:

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A is completed (subject, if applicable, to a Capacity Deficiency so long as the Actual Facility Size on the Commercial Operation Date (1) is at least of the Expected Nameplate Capacity, and (2) has not been decreased by more than MW from the Expected Nameplate Capacity) and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion Completion and commissioning of all transmission and interconnection facilities and any COD Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection AgreementAgreement and as required to interconnect the Facility at a level that (A) is capable of satisfying the Capacity Capability Interconnection Standard at the Interconnection Point under the ISO-NE Rules ; (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any COD Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from qualification by the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the COD Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller (or the party with whom Seller contracts pursuant to Section 3.5(e)) has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation Confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer Delivery of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelinesguidelines required for reliable operation of the Facility; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and; (x) the Facility is owned or leased by, and under the care, custody and control of, Seller. (xi) Seller has delivered to Buyer: (A) an Independent Engineer’s certification stating (i) that the Facility has been completed in all material respects (excepting items that do not materially and adversely affect the ability of the Facility to operate as intended hereunder and) in accordance with this Agreement, and (ii) the Actual Facility Size as of such date; (B) certificates of insurance evidencing the coverages required under Section 3.5(i); and (xii) Seller has demonstrated that it can reliably transmit real time data and measurements to ISO-NE. (c) If the Facility achieves the Commercial Operation Date with a Capacity Deficiency, Seller may make a one-time election (the “Capacity Downsize Option”) at least thirty (30) days prior to the anticipated Commercial Operation Date to decrease the size of the Facility as described in Exhibit A by up to . Upon exercise of the Capacity Downsize Option for only a portion of the remaining Expected Nameplate Capacity, and upon the payment of any required Capacity Deficiency Damages under Section 3.4(g), the Expected Nameplate Capacity will be revised to reflect Seller’s election of the Capacity Downsize Option in all respects. (d) If the Facility achieves the Commercial Operation Date with a Capacity Deficiency, and Seller has not exercised the Capacity Downsize Option, or has exercised the Capacity Downsize Option for only a portion of the remaining Expected Nameplate Capacity, then Seller will use commercially reasonable efforts to construct and install the remaining Expected Nameplate Capacity (as adjusted in accordance with Section 3.4(c)) into the Facility . Notwithstanding the foregoing, (i) the Services Term will commence on the Commercial Operation Date, and each escalation of the Price under Exhibit D will occur on the anniversary of the Commercial Operation Date, and (ii) the same Services Term shall apply to the capacity installed as of the Commercial Operation Date and any remaining Capacity installed during the Additional Construction Period, and that Services Term shall not be extended on account of any remaining capacity installed after the Commercial Operation Date. (e) On the earlier of (i) the date that Seller has completed the construction and installation of the remaining Expected Nameplate Capacity and incorporated it into the Facility, and (ii) the last day of the Additional Construction Period, Seller shall delivery to Buyer an Independent Engineer’s certification (the “Additional Construction IE Certificate”) stating (A) that the portions of the Facility constructed during the Additional Construction Period have satisfied all applicable criteria for the Commercial Operation Date with respect to such additional portions of the Facility, and (B) the Actual Facility Size as of such date. No Energy or RECs (i) attributable to the portion of the Facility completed during the Additional Construction Period and (ii) generated prior to the delivery of the Additional Construction IE Certificate to Buyer, shall be purchased or sold under this Agreement. (f) During the Additional Construction Period that is after the Guaranteed Commercial Operation Date, the Seller will pay Delay Damages, which Delay Damages shall be pro-rated to reflect the remaining Expected Nameplate Capacity, until the earlier of (i) the date Seller delivers the Additional Construction IE Certificate to Buyer, and (ii) the last day of the Additional Construction Period. Each Party agrees and acknowledges that (1) the damages that Buyer would incur due to Seller’s delay in achieving the Commercial Operation Date with the entire Expected Nameplate Capacity of the Facility by the Guaranteed Commercial Operation Date would be difficult or impossible to predict with certainty, and (2) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. (g) If, upon either (i) the Commercial Operation Date if Seller has exercised the Capacity Downsize Option with respect to all of the Expected Nameplate Capacity that has not been incorporated into the Facility on the Commercial Operation Date, or, (ii) if Seller has not exercised the Capacity Downsize Option with respect to all of the Expected Nameplate Capacity that has not been incorporated into the Facility on the Commercial Operation Date, the later of (1) the date of the delivery of the Additional Construction IE Certificate or (2) the expiration of the Additional Construction Period, the Actual Facility Size is less than MW, then Seller will pay to Buyer damages for the remaining Capacity Deficiency on such date equal to per MW by which the Actual Facility Size is less than MW (“Capacity Deficiency Damages”). Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s failure to achieve the entire Expected Nameplate Capacity of the Facility of 360 MW would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Capacity Deficiency Damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. (h) Notwithstanding Section 3.4(b)(i) above, if on the date that the Facility has otherwise satisfied all conditions to the Commercial Operation Date, (i) Seller has not commissioned the second subsea transmission cable that connects the offshore electrical service platform that serves the Facility and the Other Facility to the Interconnection Point (the “Second Transmission Cable”) as required by Section 3.4(b)(i), (ii) Seller has demonstrated to Buyer’s satisfaction that Seller has procured all materials and contracted for all services necessary for the completion and commissioning of the Second Transmission Cable, (iii) the failure to commission the Second Transmission Cable by such date is due solely to Force Majeure, and (iv) notwithstanding the failure to commission the Second Transmission Cable, the completed and commissioned transmission and interconnection facilities for the Facility are adequate to permit the Delivery of all Energy produced by the Facility completed at the full Expected Nameplate Capacity, then Seller may, at its option, elect to have the Commercial Operation Date deemed to occur on that date, and the Services Term will commence on that date. If Seller elects to have the Commercial Operation Date deemed to have occurred on such date, Seller shall complete and commission the Second Transmission Cable by . In the event that Seller fails to complete and commission the Second Transmission Cable Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s failure to complete and commission the Second Transmission Cable by would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the liquidated damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages.

Commercial Operation. (a) Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. (b) The Commercial Operation Date shall occur on the date on which the Facility is substantially completed as described in Exhibit A is completed (subject, if applicable, to a Capacity Deficiency so long as the Actual Facility Size on the Commercial Operation Date (1) is at least of the Expected Nameplate Capacity, and (2) has not been decreased by more than MW from the Expected Nameplate Capacity) and capable of regular commercial operation in accordance with Good Utility Practice, the manufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to the Seller Buyer have been satisfied, and all performance testing for the Facility has been successfully completed, provided Seller has also satisfied the following conditions precedent as of such date: (i) completion Completion and commissioning of all transmission and interconnection facilities and any COD Network Upgrades, including final acceptance and authorization to interconnect the Facility from ISO-NE or the Interconnecting Utility in accordance with the fully executed Interconnection Agreement;Agreement and as required to interconnect the Facility at a level that (A) is capable of satisfying the Capacity Capability Interconnection Standard at the Interconnection Point under the ISO-NE Rules (ii) Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to the Interconnecting Utility (including any COD Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; (iii) Seller has obtained a Statement of Qualification from qualification by the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit; (iv) Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to the Interconnecting Utility, to construct the COD Network Upgrades (to the extent that it is Seller’s responsibility to do so) and to perform Seller’s obligations under this Agreement; (v) Seller (or the party with whom Seller contracts pursuant to Section 3.5(e)) has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (vi) Seller has provided to Buyer I.3.9 confirmation Confirmation from ISO- ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer Delivery of the Energy to Buyer in the ISO Settlement Market System; (vii) Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelinesguidelines required for reliable operation of the Facility; (viii) Seller has satisfied all Critical Milestones that precede the Commercial Operation Date in Section 3.1; (ix) no Default or Event of Default by Seller shall have occurred and remain uncured; and; (x) the Facility is owned or leased by, and under the care, custody and control of, Seller. (xi) Seller has delivered to Buyer: (A) an Independent Engineer’s certification stating (i) that the Facility has been completed in all material respects (excepting items that do not materially and adversely affect the ability of the Facility to operate as intended hereunder and) in accordance with this Agreement, and (ii) the Actual Facility Size as of such date; (B) certificates of insurance evidencing the coverages required under Section 3.5(i); and (xii) Seller has demonstrated that it can reliably transmit real time data and measurements to ISO-NE. (c) If the Facility achieves the Commercial Operation Date with a Capacity Deficiency, Seller may make a one-time election (the “Capacity Downsize Option”) at least thirty (30) days prior to the anticipated Commercial Operation Date to decrease the size of the Facility as described in Exhibit A by up to . Upon exercise of the Capacity Downsize Option for only a portion of the remaining Expected Nameplate Capacity, and upon the payment of any required Capacity Deficiency Damages under Section 3.4(g), the Expected Nameplate Capacity will be revised to reflect Seller’s election of the Capacity Downsize Option in all respects. (d) If the Facility achieves the Commercial Operation Date with a Capacity Deficiency, and Seller has not exercised the Capacity Downsize Option, or has exercised the Capacity Downsize Option for only a portion of the remaining Expected Nameplate Capacity, then Seller will use commercially reasonable efforts to construct and install the remaining Expected Nameplate Capacity (as adjusted in accordance with Section 3.4(c)) into the Facility . Notwithstanding the foregoing, (i) the Services Term will commence on the Commercial Operation Date, and each escalation of the Price under Exhibit D will occur on the anniversary of the Commercial Operation Date, and (ii) the same Services Term shall apply to the capacity installed as of the Commercial Operation Date and any remaining Capacity installed during the Additional Construction Period, and that Services Term shall not be extended on account of any remaining capacity installed after the Commercial Operation Date. (e) On the earlier of (i) the date that Seller has completed the construction and installation of the remaining Expected Nameplate Capacity and incorporated it into the Facility, and (ii) the last day of the Additional Construction Period, Seller shall delivery to Buyer an Independent Engineer’s certification (the “Additional Construction IE Certificate”) stating (A) that the portions of the Facility constructed during the Additional Construction Period have satisfied all applicable criteria for the Commercial Operation Date with respect to such additional portions of the Facility, and (B) the Actual Facility Size as of such date. No Energy or RECs (i) attributable to the portion of the Facility completed during the Additional Construction Period and (ii) generated prior to the delivery of the Additional Construction IE Certificate to Buyer, shall be purchased or sold under this Agreement. (f) During the Additional Construction Period that is after the Guaranteed Commercial Operation Date, the Seller will pay Delay Damages, which Delay Damages shall be pro-rated to reflect the remaining Expected Nameplate Capacity, until the earlier of (i) the date Seller delivers the Additional Construction IE Certificate to Buyer, and (ii) the last day of the Additional Construction Period. Each Party agrees and acknowledges that (1) the damages that Buyer would incur due to Seller’s delay in achieving the Commercial Operation Date with the entire Expected Nameplate Capacity of the Facility by the Guaranteed Commercial Operation Date would be difficult or impossible to predict with certainty, and (2) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. (g) If, upon either (i) the Commercial Operation Date if Seller has exercised the Capacity Downsize Option with respect to all of the Expected Nameplate Capacity that has not been incorporated into the Facility on the Commercial Operation Date, or, (ii) if Seller has not exercised the Capacity Downsize Option with respect to all of the Expected Nameplate Capacity that has not been incorporated into the Facility on the Commercial Operation Date, the later of (1) the date of the delivery of the Additional Construction IE Certificate or (2) the expiration of the Additional Construction Period, the Actual Facility Size is less than MW, then Seller will pay to Buyer damages for the remaining Capacity Deficiency on such date equal to per MW by which the Actual Facility Size is less than MW (“Capacity Deficiency Damages”). Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s failure to achieve the entire Expected Nameplate Capacity of the Facility of MW would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Capacity Deficiency Damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages.