Common use of Commissioning; Commencement of Operations Clause in Contracts

Commissioning; Commencement of Operations. (a) Upon the occurrence of the Delivery Date for a Bloom System, Seller shall promptly perform the following: (i) Seller shall provide installation, inspection, commissioning and start-up for each Bloom System and the BOF at the applicable Site in accordance with the QFCP- RC Tariff, the installation manuals provided for such Bloom System, the DPL Agreements, the PJM Agreements and the Site Leases, as applicable, and in conformance with Prudent Electrical Practices. Without limitation of the foregoing, each Bloom System will be connected to the natural gas source, water source and SCADA at the applicable Site and to the Facility’s Electrical Interconnection Facilities; (ii) Prior to Commencement of Operations of each Bloom System, Seller shall perform an acceptance test (not less stringent than the testing applied to its fuel cell power generating systems for any other major customer of Seller) of each Bloom System and the applicable BOF and such Bloom System and applicable BOF shall have passed such test. Seller shall provide Buyer reasonable advance written notice of such testing; (iii) Seller shall cause Commencement of Operations for such Bloom System to occur. Seller shall promptly certify in writing to Buyer when each Bloom System achieves Commencement of Operations; (iv) Seller will provide to Buyer a single line diagram of the installation, electronic system manuals, copies of all relevant design documents, and printed system manuals, in each case relating to such Bloom System (in paper copy and electronic format). Seller shall also provide other deliverables relating to such Bloom System due to be delivered by Buyer under the DPL Agreements and/or PJM Agreements that, in each such case, relate to the BOF Work (e.g. as-built survey, applicable Governmental Approvals, commissioning reports, etc.). Seller shall deliver to Buyer any other documentation necessary to establish placement in service for purposes of section 48 of the Code or the Guidance; (v) Seller shall be responsible for obtaining (in the name of Buyer, if Seller is an Affiliate of Buyer) and furnishing to DPL (A) the written certification of an authorized officer of Buyer certifying that the applicable Bloom System has achieved Facility Commercial Operation (as defined in the QFCP-RC Tariff) and (B) evidence of fulfillment of each condition precedent in QFCP-RC Tariff Section B; provided, however, if Seller is not an Affiliate of Buyer, Seller shall furnish all information in its control and fully cooperate with Buyer to fulfill those QFCP-RC Tariff conditions precedent that require action by or on behalf of Buyer; (vi) Until Commencement of Operations of the last Bloom System for a Facility, Seller shall be responsible for providing physical security of such Facility; and (vii) If requested by Buyer, Seller shall provide operator training and associated training materials to personnel of Buyer sufficient to instruct Buyer on operation of such Bloom System in conformance with Prudent Electrical Practices. (b) Seller’s services under this Section 3.5 shall be fully comprehensive of all services, labor, and equipment necessary to complete installation of a fully commissioned and operating Bloom System in accordance with this Agreement, the DPL Agreements, the Site Leases and the PJM Agreements. (c) Seller shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform its services under this Agreement and Buyer agrees to cooperate with and assist Seller in obtaining such Permits.

Commissioning; Commencement of Operations. (a) Upon the occurrence of the Delivery Date for a Bloom System, Seller shall promptly perform the following, at Seller’s sole cost: (i) Seller shall provide installation, inspection, commissioning and start-up for each Bloom System and the BOF at the applicable Site in accordance with the QFCP- RC Tariff, the installation manuals provided for such Bloom System, the DPL Agreements, the PJM Agreements System and the applicable Site Leases, as applicableLicense, and in conformance with Prudent Electrical Practices. Without limitation of the foregoing, each Bloom System Facility will be connected by Seller to the natural gas source, water source and SCADA at the applicable Site and to the applicable Facility’s Electrical Interconnection Facilities; (ii) Prior to Commencement of Operations of each Bloom SystemFacility, Seller shall shall, perform an acceptance test (not less stringent than the testing applied to its fuel cell power generating systems for any other major customer of Seller) Seller of each Bloom System incorporated into such Facility and the applicable BOF in the presence of Buyer (if Buyer elects to attend), and such Bloom System Systems and applicable BOF shall have passed such test. Seller shall will, upon request by Buyer, inform Buyer of the date on which it expects to conduct the acceptance test of any Facility(ies) and cooperate with Buyer to provide Buyer reasonable advance written notice with the opportunity to observe such testing to the extent practicable, provided, that in no event shall Seller be required to delay the performance of any acceptance test in order to allow Buyer to witness such testingtest if all other pre- testing requirements have been satisfied; (iii) Seller shall cause Commencement of Operations for such Bloom System Facility to occuroccur within ninety (90) days of the date of Seller’s Deposit Milestone Certificate. Seller shall promptly certify in writing to Buyer when each Bloom System Facility achieves Commencement of Operations; (iv) Seller will provide to Buyer Buyer, prior to the Commencement of Operations, a single line diagram of the Facility installation, electronic system manuals, copies of all relevant design documents, and printed system manuals, in each case relating to such Bloom System Facility (each in paper copy and native electronic format). Seller shall also provide other deliverables relating to such Bloom System due to be delivered by Buyer under the DPL Agreements and/or PJM Agreements that, in each such case, relate to the BOF Work (e.g. as-built survey, applicable Governmental Approvals, commissioning reports, etc.). Seller shall deliver to Buyer any other documentation necessary to establish placement in service for purposes of section 48 of the Code or the GuidanceCode; (v) Seller shall be responsible for obtaining (in the name of Buyer, if Seller is an Affiliate of Buyer) and furnishing to DPL (A) the written certification of an authorized officer of Buyer certifying that the applicable Bloom System has achieved Facility Commercial Operation (as defined in the QFCP-RC Tariff) and (B) evidence of fulfillment of each condition precedent in QFCP-RC Tariff Section B; provided, however, if Seller is not an Affiliate of Buyer, Seller shall furnish all information in its control and fully cooperate with Buyer to fulfill those QFCP-RC Tariff conditions precedent that require action by or on behalf of Buyer; (vi) Until Commencement of Operations of the last Bloom System for a Facility, Seller shall be responsible for providing physical security of such Facility; and; (viivi) If requested by Buyer, Seller shall provide operator training and associated training materials to personnel and representatives of Buyer sufficient to instruct Buyer on operation of such Bloom System Facility in conformance with Prudent Electrical Practices; and (vii) Following Commencement of Operations of a Facility, Seller shall promptly remove all waste materials and rubbish from and around the Site as well as all of its tools, construction equipment, machinery, and surplus materials as reasonably necessary to restore each Site to a condition reasonably satisfactory to such PPA Customer or as otherwise required by the applicable Site License. (b) Seller’s services under this Section 3.5 3.1 through Section 3.4 shall be fully comprehensive of all services, labor, and equipment necessary to complete installation of a fully commissioned and operating Bloom System Facility in accordance with this Agreement, the DPL Agreementsapplicable PPA, the Site Leases applicable Interconnection Agreement, and the PJM Agreementsapplicable Site License. (c) Seller shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform its services under this Agreement and Buyer agrees to cooperate with and assist Seller in obtaining such Permits. (d) To the extent any Facility has not achieved Commencement of Operations within the earlier of (i) one hundred eighty (180) days of the payment of the portion of Purchase Price set forth in Section 2.3(a)(ii) for such Facility and (ii) the Commencement of Operations Date Deadline, then Buyer shall have the ongoing right for the period from the end of that date until the earlier of (x) the date that such Facility has achieved Commencement of Operations and (y) ninety (90) days after such date, to elect that Seller repurchase and remove such Facility from the applicable Site, in which case (A) Seller shall repurchase the Facility from Buyer on an AS IS basis by refunding to Buyer all payments of the Purchase Price paid as of such date, (B) title to such Facilities shall pass back to Seller upon payment of such refund amount and Buyer’s delivery of a Xxxx of Sale to Seller evidencing such transfer of title, and (C) the applicable Facility shall no longer constitute a portion of the Portfolio. If a Facility is repurchased by Seller pursuant to this Section 3.4(d), Seller shall at its sole cost and expense remove the applicable Bloom Systems and any other ancillary equipment (including the concrete pad and any other improvements to the applicable Site to the extent required under the applicable PPA or Site License) from the applicable Site, restoring the Site to its condition before the installation, including closing all utility connections and properly sealing all Site penetrations, in the manner required by all Legal Requirements and the applicable PPA or Site License. (e) Without in any way limiting Seller’s obligations pursuant to this Section 3.4, Seller shall perform all commissioning work in accordance with the provisions of Schedule 3.4 attached hereto. (f) Within ninety (90) days of a Facility achieving Commencement of Operations, Seller shall deliver to Buyer each of the Seller Deliverables indicated on Exhibit C as items to be delivered following Commencement of Operations.

Commissioning; Commencement of Operations. (a) Upon the occurrence of the Delivery Date for a Bloom System, Seller shall promptly perform the following, at Seller’s sole cost: (i) Seller shall provide installation, inspection, commissioning and start-up for each Bloom System and the BOF at the applicable Site in accordance with the QFCP- RC Tariff, the installation manuals provided for such Bloom System, the DPL Agreements, the PJM Agreements System and the applicable Site Leases, as applicableLease, and in conformance with Prudent Electrical Practices. Without limitation of the foregoing, each Bloom System Facility will be connected by the Seller to the natural gas source, water source and SCADA at the applicable Site and to the applicable Facility’s Electrical Interconnection Facilities; (ii) Prior to Commencement of Operations of each Bloom SystemFacility, Seller shall shall, upon reasonable notice to the Independent Engineer and the Buyer, perform an acceptance test as is required and approved by the Independent Engineer (but not less stringent than the testing applied to its fuel cell power generating systems for any other major customer of Seller) of each Bloom System incorporated into such Facility and the applicable BOF in the presence of the Independent Engineer (if so required by the Independent Engineer) and the Buyer (if Buyer elects to attend), and such Bloom System Systems and applicable BOF shall have passed such test. Seller shall provide Buyer reasonable advance written notice of such testingtest as witnessed by the Independent Engineer (if so required by the Independent Engineer); (iii) Seller shall cause Commencement of Operations for such Bloom System Facility to occur. Seller shall promptly certify in writing to Buyer when each Bloom System Facility achieves Commencement of Operations; (iv) Seller will provide to Buyer Buyer, prior to the Commencement of Operations, a single line diagram of the Facility installation, electronic system manuals, copies of all relevant design documents, and printed system manuals, in each case relating to such Bloom System Facility (in paper copy and electronic format). Seller shall also provide other deliverables relating to such Bloom System due to be delivered by Buyer under the DPL Agreements and/or PJM Agreements that, in each such case, relate to the BOF Work (e.g. as-built survey, applicable Governmental Approvals, commissioning reports, etc.). Seller shall deliver to Buyer any other documentation necessary to establish placement in service for purposes of section 48 of the Code or the GuidanceCode; (v) Seller shall be responsible for obtaining (in the name of Buyer, if Seller is an Affiliate of Buyer) and furnishing to DPL (A) the written certification of an authorized officer of Buyer certifying that the applicable Bloom System has achieved Facility Commercial Operation (as defined in the QFCP-RC Tariff) and (B) evidence of fulfillment of each condition precedent in QFCP-RC Tariff Section B; provided, however, if Seller is not an Affiliate of Buyer, Seller shall furnish all information in its control and fully cooperate with Buyer to fulfill those QFCP-RC Tariff conditions precedent that require action by or on behalf of Buyer; (vi) Until Commencement of Operations of the last Bloom System for a Facility, Seller shall be responsible for providing physical security of such Facility; and (viivi) If requested by Buyer, Seller shall provide operator training and associated training materials to personnel of Buyer sufficient to instruct Buyer on operation of such Bloom System Facility in conformance with Prudent Electrical Practices. (b) Seller’s services under this Section 3.5 3.4 shall be fully comprehensive of all services, labor, and equipment necessary to complete installation of a fully commissioned and operating Bloom System Facility in accordance with this Agreement, the DPL Agreementsapplicable PPA, the Site Leases applicable Interconnection Agreement, and the PJM Agreementsapplicable Site Lease. (c) Seller shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform its services under this Agreement and Buyer agrees to cooperate with and assist Seller in obtaining such Permits.

Commissioning; Commencement of Operations. (a) Upon the occurrence of the Physical Delivery Date for a Bloom System, Seller shall promptly perform the following, at Seller’s sole cost: (i) Seller shall provide installation, inspection, commissioning and start-up for each Bloom System and the BOF at the applicable Site in accordance with the QFCP- RC Tariff, the installation manuals provided for such Bloom System, the DPL Agreements, the PJM Agreements System and the applicable Site Leases, as applicableLease, and in conformance with Prudent Electrical Practices. Without limitation of the foregoing, each Bloom System Facility will be connected by the Seller to the natural gas source, water source and SCADA at the applicable Site and to the applicable Facility’s Electrical Interconnection Facilities; (ii) Prior to Commencement of Operations of each Bloom SystemFacility, Seller shall shall, upon reasonable notice to the Independent Engineer and the Buyer, perform an acceptance test as is required and approved by the Independent Engineer (but not less stringent than the testing applied to its fuel cell power generating systems for any other major customer of Seller) of each Bloom System incorporated into such Facility and the applicable BOF in the presence of the Independent Engineer (if so required by the Independent Engineer) and the Buyer (if Buyer elects to attend), and such Bloom System Systems and applicable BOF shall have passed such test. Seller shall provide Buyer reasonable advance written notice of such testingtest as witnessed by the Independent Engineer (if so required by the Independent Engineer); (iii) Seller shall cause Commencement of Operations for such Bloom System Facility to occur. Seller shall promptly certify in writing to Buyer when each Bloom System Facility achieves Commencement of Operations; (iv) Seller will provide to Buyer Buyer, prior to the Commencement of Operations, a single line diagram of the Facility installation, electronic system manuals, copies of all relevant design documents, and printed system manuals, in each case relating to such Bloom System Facility (in paper copy and electronic format). Seller shall also provide other deliverables relating to such Bloom System due to be delivered by Buyer under the DPL Agreements and/or PJM Agreements that, in each such case, relate to the BOF Work (e.g. as-built survey, applicable Governmental Approvals, commissioning reports, etc.). Seller shall deliver to Buyer any other documentation necessary to establish placement in service for purposes of section 48 of the Code or the GuidanceCode; (v) Seller shall be responsible for obtaining (in the name of Buyer, if Seller is an Affiliate of Buyer) and furnishing to DPL (A) the written certification of an authorized officer of Buyer certifying that the applicable Bloom System has achieved Facility Commercial Operation (as defined in the QFCP-RC Tariff) and (B) evidence of fulfillment of each condition precedent in QFCP-RC Tariff Section B; provided, however, if Seller is not an Affiliate of Buyer, Seller shall furnish all information in its control and fully cooperate with Buyer to fulfill those QFCP-RC Tariff conditions precedent that require action by or on behalf of Buyer; (vi) Until Commencement of Operations of the last Bloom System for a Facility, Seller shall be responsible for providing physical security of such Facility; and (viivi) If requested by Buyer, Seller shall provide operator training and associated training materials to personnel of Buyer sufficient to instruct Buyer on operation of such Bloom System Facility in conformance with Prudent Electrical Practices. (b) Seller’s services under this Section 3.5 3.4 shall be fully comprehensive of all services, labor, and equipment necessary to complete installation of a fully commissioned and operating Bloom System Facility in accordance with this Agreement, the DPL Agreementsapplicable PPA, the Site Leases applicable Interconnection Agreement, and the PJM Agreementsapplicable Site Lease. (c) Seller shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform its services under this Agreement and Buyer agrees to cooperate with and assist Seller in obtaining such Permits.

Commissioning; Commencement of Operations. (a) Upon the occurrence of the Physical Delivery Date for a Bloom System, Seller shall promptly perform the following: (i) Seller shall provide installation, inspection, commissioning and start-up for each Bloom System and the BOF at the applicable Site in accordance with the QFCP- RC Tariff, the installation manuals provided for such Bloom System, the DPL Agreements, the PJM Agreements System and the applicable Site Leases, as applicableLease, and in conformance with Prudent Electrical Practices. Without limitation of the foregoing, each Bloom System will be connected by the Seller to the natural gas source, water source and SCADA at the applicable Site and to the applicable Facility’s Electrical Interconnection Facilities; (ii) Prior to Commencement of Operations of each Bloom SystemFacility, Seller shall perform an acceptance test as is required and approved by the Independent Engineer (but not less stringent than the testing applied to its fuel cell power generating systems for any other major customer of Seller) of each Bloom System incorporated into such Facility and the applicable BOF in the presence of the Independent Engineer (if so required by the Independent Engineer), and such Bloom System Systems and applicable BOF shall have passed such testtest as witnessed by the Independent Engineer (if so required by the Independent Engineer). Seller shall provide Buyer and the Independent Engineer reasonable advance written notice of such testing; (iii) Seller shall cause Commencement of Operations for such Bloom System Facility to occur. Seller shall promptly certify in writing to Buyer when each Bloom System Facility achieves Commencement of Operations; (iv) Seller will provide to Buyer a single line diagram of the installation, electronic system manuals, copies of all relevant design documents, and printed system manuals, in each case relating to such Bloom System Facility (in paper copy and electronic format). Seller shall also provide other deliverables relating to such Bloom System due to be delivered by Buyer under the DPL Agreements and/or PJM Agreements that, in each such case, relate to the BOF Work (e.g. as-built survey, applicable Governmental Approvals, commissioning reports, etc.). Seller shall deliver to Buyer any other documentation necessary to establish placement in service for purposes of section 48 of the Code or the GuidanceCode; (v) Seller shall be responsible for obtaining (in the name of Buyer, if Seller is an Affiliate of Buyer) and furnishing to DPL (A) the written certification of an authorized officer of Buyer certifying that the applicable Bloom System has achieved Facility Commercial Operation (as defined in the QFCP-RC Tariff) and (B) evidence of fulfillment of each condition precedent in QFCP-RC Tariff Section B; provided, however, if Seller is not an Affiliate of Buyer, Seller shall furnish all information in its control and fully cooperate with Buyer to fulfill those QFCP-RC Tariff conditions precedent that require action by or on behalf of Buyer; (vi) Until Commencement of Operations of the last Bloom System for a Facility, Seller shall be responsible for providing physical security of such Facility; and (viivi) If requested by Buyer, Seller shall provide operator training and associated training materials to personnel of Buyer sufficient to instruct Buyer on operation of such Bloom System in conformance with Prudent Electrical Practices. (b) Seller’s services under this Section 3.5 3.4 shall be fully comprehensive of all services, labor, and equipment necessary to complete installation of a fully commissioned and operating Bloom System Facility in accordance with this Agreement, the DPL Agreementsapplicable PPA, the Site Leases applicable Interconnection Agreement, and the PJM Agreementsapplicable Site Lease. (c) Seller shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform its services under this Agreement and Buyer agrees to cooperate with and assist Seller in obtaining such Permits.

Commissioning; Commencement of Operations. (a) Upon the occurrence of the Physical Delivery Date for a Bloom System, Seller shall promptly perform the following: (i) Seller shall provide installation, inspection, commissioning and start-up for each Bloom System and the BOF at the applicable Site in accordance with the QFCP- RC Tariff, the installation manuals provided for such Bloom System, the DPL Agreements, the PJM Agreements System and the applicable Site Leases, as applicableLease, and in conformance with Prudent Electrical Practices. Without limitation of the foregoing, each Bloom System will be connected by the Seller to the natural gas source, water source and SCADA at the applicable Site and to the applicable Facility’s Electrical Interconnection Facilities; (ii) Prior to Commencement of Operations of each Bloom SystemFacility, Seller shall perform an acceptance test as is required and approved by the Independent Engineer (but not less stringent than the testing applied to its fuel cell power generating systems for any other major customer of Seller) of each Bloom System incorporated into such Facility and the applicable BOF in the presence of the Independent Engineer (if so required by the Independent Engineer), and such Bloom System Systems and applicable BOF shall have passed such testtest as witnessed by the Independent Engineer (if so required by the Independent Engineer). Seller shall provide Buyer and the Independent Engineer reasonable advance written notice of such testing; (iii) Seller shall cause Commencement of Operations for such Bloom System Facility to occur. Seller shall promptly certify in writing to Buyer when each Bloom System Facility achieves Commencement of Operations; (iv) Seller will provide to Buyer a single line diagram of the installation, electronic system manuals, copies of all relevant design documents, and printed system manuals, in each case relating to such Bloom System Facility (in paper copy and electronic format). Seller shall also provide other deliverables relating to such Bloom System due to be delivered by Buyer under the DPL Agreements and/or PJM Agreements that, in each such case, relate to the BOF Work (e.g. as-built survey, applicable Governmental Approvals, commissioning reports, etc.). Seller shall deliver to Buyer any other documentation necessary to establish placement in service for purposes of section 48 of the Code or the Guidance; (v) Seller shall be responsible for obtaining (in the name of Buyer, if Seller is an Affiliate of Buyer) and furnishing to DPL (A) the written certification of an authorized officer of Buyer certifying that the applicable Bloom System has achieved Facility Commercial Operation (as defined in the QFCP-RC Tariff) and (B) evidence of fulfillment of each condition precedent in QFCP-RC Tariff Section B; provided, however, if Seller is not an Affiliate of Buyer, Seller shall furnish all information in its control and fully cooperate with Buyer to fulfill those QFCP-RC Tariff conditions precedent that require action by or on behalf of Buyer; (vi) Until Commencement of Operations of the last Bloom System for a Facility, Seller shall be responsible for providing physical security of such Facility; and (viivi) If requested by Buyer, Seller shall provide operator training and associated training materials to personnel of Buyer sufficient to instruct Buyer on operation of such Bloom System in conformance with Prudent Electrical Practices. (b) Seller’s services under this Section 3.5 3.4 shall be fully comprehensive of all services, labor, and equipment necessary to complete installation of a fully commissioned and operating Bloom System Facility in accordance with this Agreement, the DPL Agreementsapplicable PPA, the Site Leases applicable Interconnection Agreement and the PJM Agreementsapplicable Site Lease. (c) Seller shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform its services under this Agreement and Buyer agrees to cooperate with and assist Seller in obtaining such Permits.

Commissioning; Commencement of Operations. (a) Upon the occurrence of the Delivery Date for a Bloom System, Seller shall promptly perform the following: (i) Seller shall provide installation, inspection, commissioning and start-up for each Bloom System and the BOF at the applicable Site in accordance with the QFCP- RC Tariff, the installation manuals provided for such Bloom System, the DPL Agreements, the PJM Agreements and the Site Leases, as applicable, and in conformance with Prudent Electrical Practices. Without limitation of the foregoing, each Bloom System will be connected to the natural gas source, water source and SCADA at the applicable Site and to the Facility’s Electrical Interconnection Facilities; (ii) Prior to Commencement of Operations of each Bloom System, Seller shall perform an acceptance test (not less stringent than the testing applied to its fuel cell power generating systems for any other major customer of Seller) of each Bloom System and the applicable BOF and such Bloom System and applicable BOF shall have passed such test. Seller shall provide Buyer reasonable advance written notice of such testing; (iii) Seller shall cause Commencement of Operations for such Bloom System to occur. Seller shall promptly certify in writing to Buyer when each Bloom System achieves Commencement of Operations; (iv) Seller will provide to Buyer a single line diagram of the installation, electronic system manuals, copies of all relevant design documents, and printed system manuals, in each case relating to such Bloom System (in paper copy and electronic format). Seller shall also provide other deliverables relating to such Bloom System due to be delivered by Buyer under the DPL Agreements and/or PJM Agreements that, in each such case, relate to the BOF Work (e.g. as-built survey, applicable Governmental Approvals, commissioning reports, etc.). Seller shall deliver to Buyer any other documentation necessary to establish placement in service for purposes of section 48 of the Code or the Guidance; (v) Seller shall be responsible for obtaining (in the name of Buyer, if Seller is an Affiliate of Buyer) and furnishing to DPL (A) the written certification of an authorized officer of Buyer certifying that the applicable Bloom System has achieved Facility Commercial Operation (as defined in the QFCP-RC Tariff) and (B) evidence of fulfillment of each condition precedent in QFCP-RC Tariff Section B; provided, however, if Seller is not an Affiliate of Buyer, Seller shall furnish all information in its control and fully cooperate with Buyer to fulfill those QFCP-RC Tariff conditions precedent that require action by or on behalf of Buyer; (vi) Until Commencement of Operations of the last Bloom System for a Facility, Seller shall be responsible for providing physical security of such Facility; and (vii) If requested by Buyer, Seller shall provide operator training and associated training materials to personnel of Buyer sufficient to instruct Buyer on operation of such Bloom System in conformance with Prudent Electrical Practices. (b) Seller’s services under this Section 3.5 shall be fully comprehensive of all services, labor, and equipment necessary to complete installation of a fully commissioned and operating Bloom System in accordance with this Agreement, the DPL Agreements, the Site Leases and the PJM Agreements. (c) Seller shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform its services under this Agreement and Buyer agrees to cooperate with and assist Seller in obtaining such Permits.

Commissioning; Commencement of Operations. (a) Upon the occurrence of the Delivery Date for a Bloom System, Seller shall promptly perform the following, at Seller’s sole cost: (i) Seller shall provide installation, inspection, commissioning and start-up for each Bloom System and the BOF at the applicable Site in accordance 29 with the QFCP- RC Tariff, the installation manuals provided for such Bloom System, the DPL Agreements, the PJM Agreements System and the applicable Site Leases, as applicableLicense, and in conformance with Prudent Electrical Practices. Without limitation of the foregoing, each Bloom System Facility will be connected by Seller to the natural gas source, water source and SCADA at the applicable Site and to the applicable Facility’s Electrical Interconnection Facilities; ; (ii) Prior to Commencement of Operations of each Bloom SystemFacility, Seller shall shall, perform an acceptance test (not less stringent than the testing applied to its fuel cell power generating systems for any other major customer of Seller) Seller of each Bloom System incorporated into such Facility and the applicable BOF in the presence of Buyer (if Buyer elects to attend), and such Bloom System Systems and applicable BOF shall have passed such test. Seller shall will, upon request by Buyer, inform Buyer of the date on which it expects to conduct the acceptance test of any Facility(ies) and cooperate with Buyer to provide Buyer reasonable advance written notice with the opportunity to observe such testing to the extent practicable, provided, that in no event shall Seller be required to delay the performance of any acceptance test in order to allow Buyer to witness such testing; test if all other pre-testing requirements have been satisfied; (iii) Seller shall cause Commencement of Operations for such Bloom System Facility to occuroccur within ninety (90) days of the date of Seller’s Deposit Milestone Certificate. Seller shall promptly certify in writing to Buyer when each Bloom System Facility achieves Commencement of Operations; ; (iv) Seller will provide to Buyer Buyer, prior to the Commencement of Operations, a single line diagram of the Facility installation, electronic system manuals, copies of all relevant design documents, and printed system manuals, in each case relating to such Bloom System Facility (each in paper copy and native electronic format). Seller shall also provide other deliverables relating to such Bloom System due to be delivered by Buyer under the DPL Agreements and/or PJM Agreements that, in each such case, relate to the BOF Work (e.g. as-built survey, applicable Governmental Approvals, commissioning reports, etc.). Seller shall deliver to Buyer any other documentation necessary to establish placement in service for purposes of section Section 48 of the Code or the Guidance; Code; (v) Seller shall be responsible for obtaining (in the name of Buyer, if Seller is an Affiliate of Buyer) and furnishing to DPL (A) the written certification of an authorized officer of Buyer certifying that the applicable Bloom System has achieved Facility Commercial Operation (as defined in the QFCP-RC Tariff) and (B) evidence of fulfillment of each condition precedent in QFCP-RC Tariff Section B; provided, however, if Seller is not an Affiliate of Buyer, Seller shall furnish all information in its control and fully cooperate with Buyer to fulfill those QFCP-RC Tariff conditions precedent that require action by or on behalf of Buyer; (vi) Until Commencement of Operations of the last Bloom System for a Facility, Seller shall be responsible for providing physical security of such Facility; and (viivi) If requested by Buyer, Seller shall provide operator training and associated training materials to personnel and representatives of Buyer sufficient to instruct Buyer on operation of such Bloom System Facility in conformance with Prudent Electrical Practices. ; and (vii) Following Commencement of Operations of a Facility, Seller shall promptly remove all waste materials and rubbish from and around the Site as well as all of its tools, construction equipment, machinery, and surplus materials as reasonably necessary to restore each Site to a condition reasonably satisfactory to such PPA Customer or as otherwise required by the applicable Site License. (b) Seller’s services under this Section 3.5 3.1 through Section 3.4 shall be fully comprehensive of all services, labor, and equipment necessary to complete installation of a fully commissioned and operating Bloom System Facility in accordance with this Agreement, the DPL Agreements, the Site Leases and the PJM Agreements.30 (c) Seller shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform its services under this Agreement and Buyer agrees to cooperate with and assist Seller in obtaining such Permits. (d) To the extent any Facility has not achieved Commencement of Operations within the earlier of (i) one hundred eighty (180) days of the payment of the portion of Purchase Price set forth in Section 2.3(a)(ii) for such Facility and (ii) the Commencement of Operations Date Deadline, then Buyer shall have the ongoing right for the period from the end of that date until the earlier of (A) the date that such Facility has achieved Commencement of Operations and (B) ninety (90) days after such date, to elect that Seller repurchase and remove such Facility from the applicable Site, in which case (1) Seller shall repurchase the Facility from Buyer on an AS IS basis by refunding to Buyer all payments of the Purchase Price paid as of such date, (2) title to such Facilities shall pass back to Seller upon payment of such refund amount and Buyer’s delivery of a Xxxx of Sale to Seller evidencing such transfer of title, and (3) the applicable Facility shall no longer constitute a portion of the Portfolio. If a Facility is repurchased by Seller pursuant to this Section 3.4(d), Seller shall at its sole cost and expense remove the applicable Bloom Systems and any other ancillary equipment (including the concrete pad and any other improvements to the applicable Site to the extent required under the applicable PPA or Site License) from the applicable Site, restoring the Site to its condition before the installation, including closing all utility connections and properly sealing all Site penetrations, in the manner required by all Legal Requirements and the applicable PPA or Site License. (e) Without in any way limiting Seller’s obligations pursuant to this Section 3.4, Seller shall perform all commissioning work in accordance with the provisions of Schedule 3.4 attached hereto. (f) Within ninety (90) days of a Facility achieving Commencement of Operations, Seller shall deliver to Buyer each of the Seller Deliverables indicated on Exhibit C as items to be delivered following Commencement of Operations.

Commissioning; Commencement of Operations. (a) Upon the occurrence of the Delivery Date for a Bloom System, Seller shall promptly perform the following, at Seller’s sole cost: (i) Seller shall provide installation, inspection, commissioning and start-up for each Bloom System and the BOF at the applicable Site in accordance with the QFCP- RC Tariff, the installation manuals provided for such Bloom System, the DPL Agreements, the PJM Agreements System and the applicable Site Leases, as applicableLicense, and in conformance with Prudent Electrical Practices. Without limitation of the foregoing, each Bloom System Facility will be connected by Seller to the natural gas source, water source and SCADA at the applicable Site and to the applicable Facility’s Electrical Interconnection Facilities; (ii) Prior to Commencement of Operations of each Bloom SystemFacility, Seller shall shall, perform an acceptance test (not less stringent than the testing applied to its fuel cell power generating systems for any other major customer of Seller) Seller of each Bloom System incorporated into such Facility and the applicable BOF in the presence of Buyer (if Buyer elects to attend), and such Bloom System Systems and applicable BOF shall have passed such test. Seller shall will, upon request by Buyer, inform Buyer of the date on which it expects to conduct the acceptance test of any Facility(ies) and cooperate with Buyer to provide Buyer reasonable advance written notice with the opportunity to observe such testing to the extent practicable, provided, that in no event shall Seller be required to delay the performance of any acceptance test in order to allow Buyer to witness such testing;test if all other pre-testing requirements have been satisfied; Table of Contents (iii) Seller shall cause Commencement of Operations for such Bloom System Facility to occuroccur within ninety (90) days of the date of Seller’s Deposit Milestone Certificate. Seller shall promptly certify in writing to Buyer when each Bloom System Facility achieves Commencement of Operations; (iv) Seller will provide to Buyer Buyer, prior to the Commencement of Operations, a single line diagram of the Facility installation, electronic system manuals, copies of all relevant design documents, and printed system manuals, in each case relating to such Bloom System Facility (each in paper copy and native electronic format). Seller shall also provide other deliverables relating to such Bloom System due to be delivered by Buyer under the DPL Agreements and/or PJM Agreements that, in each such case, relate to the BOF Work (e.g. as-built survey, applicable Governmental Approvals, commissioning reports, etc.). Seller shall deliver to Buyer any other documentation necessary to establish placement in service for purposes of section 48 of the Code or the GuidanceCode; (v) Seller shall be responsible for obtaining (in the name of Buyer, if Seller is an Affiliate of Buyer) and furnishing to DPL (A) the written certification of an authorized officer of Buyer certifying that the applicable Bloom System has achieved Facility Commercial Operation (as defined in the QFCP-RC Tariff) and (B) evidence of fulfillment of each condition precedent in QFCP-RC Tariff Section B; provided, however, if Seller is not an Affiliate of Buyer, Seller shall furnish all information in its control and fully cooperate with Buyer to fulfill those QFCP-RC Tariff conditions precedent that require action by or on behalf of Buyer; (vi) Until Commencement of Operations of the last Bloom System for a Facility, Seller shall be responsible for providing physical security of such Facility; and; (viivi) If requested by Buyer, Seller shall provide operator training and associated training materials to personnel and representatives of Buyer sufficient to instruct Buyer on operation of such Bloom System Facility in conformance with Prudent Electrical Practices; and (vii) Following Commencement of Operations of a Facility, Seller shall promptly remove all waste materials and rubbish from and around the Site as well as all of its tools, construction equipment, machinery, and surplus materials as reasonably necessary to restore each Site to a condition reasonably satisfactory to such PPA Customer or as otherwise required by the applicable Site License. (b) Seller’s services under this Section 3.5 3.1 through Section 3.4 shall be fully comprehensive of all services, labor, and equipment necessary to complete installation of a fully commissioned and operating Bloom System Facility in accordance with this Agreement, the DPL Agreementsapplicable PPA, the Site Leases applicable Interconnection Agreement, and the PJM Agreementsapplicable Site License. (c) Seller shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform its services under this Agreement and Buyer agrees to cooperate with and assist Seller in obtaining such Permits. (d) To the extent any Facility has not achieved Commencement of Operations within the earlier of (i) one hundred eighty (180) days of the payment of the portion of Purchase Price set forth in Section 2.3(a)(ii) for such Facility and (ii) the Commencement of Operations Date Deadline, then Buyer shall have the ongoing right for the period from the end of that date until the earlier of (x) the date that such Facility has achieved Commencement of Operations and (y) ninety (90) days after such date, to elect that Seller repurchase and remove such Facility from the applicable Table of Contents Site, in which case (A) Seller shall repurchase the Facility from Buyer on an AS IS basis by refunding to Buyer all payments of the Purchase Price paid as of such date, (B) title to such Facilities shall pass back to Seller upon payment of such refund amount and Buyer’s delivery of a Xxxx of Sale to Seller evidencing such transfer of title, and (C) the applicable Facility shall no longer constitute a portion of the Portfolio. If a Facility is repurchased by Seller pursuant to this Section 3.4(d), Seller shall at its sole cost and expense remove the applicable Bloom Systems and any other ancillary equipment (including the concrete pad and any other improvements to the applicable Site to the extent required under the applicable PPA or Site License) from the applicable Site, restoring the Site to its condition before the installation, including closing all utility connections and properly sealing all Site penetrations, in the manner required by all Legal Requirements and the applicable PPA or Site License. (e) Without in any way limiting Seller’s obligations pursuant to this Section 3.4, Seller shall perform all commissioning work in accordance with the provisions of Schedule 3.4 attached hereto. (f) Within ninety (90) days of a Facility achieving Commencement of Operations, Seller shall deliver to Buyer each of the Seller Deliverables indicated on Exhibit C as items to be delivered following Commencement of Operations.