Common use of Conditions Precedent to the Initial Delivery Date Clause in Contracts

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (i) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Product. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ik) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have (i) executed all agreements with Customers whose Units are to be a part of the Project as of the Initial Delivery Date and (ii) secured all CAISO and Governmental Approvals Approvals, each of (i) and (ii) as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Units that are to be a part of the Project as of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Product. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and (A) that the Commercial Operation Date has occurred, (B) the satisfactory completion of the Unit(s) at the Sites that are comprising the Project as set forth in Seller’s Initial Portfolio List as of the Initial Delivery Date and (C) that the Unit(s) comprising the Project as set forth in Seller’s Initial Portfolio List can deliver, in aggregate, the Product. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement Agreements and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii11.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii12.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have provided Buyer with (i) the Seller’s Portfolio List in accordance with Section 4.1(e) that demonstrates Units and Customers under contract to Seller sufficient for Seller to deliver Product, as of the Initial Delivery Date (“Seller’s Initial Portfolio List”) and (ii) a description of the Project and Units set forth in Appendix II–B. If Seller provides to Buyer Seller’s Initial Portfolio List pursuant to the first sentence of this Section 2.1(i), but prior to the occurrence of the Initial Delivery Date Seller changes Seller’s Initial Portfolio List, then the Condition Precedent in this Section 2.1(i) shall not be satisfied and the date on which Seller provides to Buyer a changed Seller’s Initial Portfolio List in accordance with this Section 2.1(i) and Section 4.1(e) shall constitute provision of Seller’s Initial Portfolio List for purposes of this Section 2.1(i) and Section 2.4 may apply. (j) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, as all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide give Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ij) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Product. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral delivered Performance Assurance as required by Section 10.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product at the Contract Quantities to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (i) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product at the Contract Quantities to Buyer. (b) At Seller’s expense, Seller or Contractor shall have (i) constructed or caused to be constructed the Project as of the Initial Delivery Date to enable (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide ProductProduct at the Contract Quantities. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to Seller shall have submitted for Buyer’s review an updated Project Safety Plan, which must demonstrate Seller’s compliance with the Safety Requirements following the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D.. (i) Seller shall have obtained certification of Product both an NQC and an EFC for the Project in an amount no less than the Contract Quantities and in accordance with the CAISO Tariff and CPUC requirements applicable to Productrequirements, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. At Seller’s expense, Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ij) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as As of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Product. (c) Date, Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (dc) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (ed) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (fe) Seller shall have posted collateral delivered Performance Assurance to Buyer as required by Section 10.4(a)(ii). (gf) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (hg) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation Attestations in accordance with Section 11.2(a)(ii11.2(a) and the Attestation Attestations shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (ih) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ik) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have (i) executed all agreements with Customers whose Units are to be a part of the Project as of the Initial Delivery Date and (ii) secured all CAISO and Governmental Approvals Approvals, each of (i) and (ii) as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Units that are to be a part of the Project as of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Product. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and (A) that the Commercial Operation Date has occurred, (B) the satisfactory completion of the Unit(s) at the Sites that are comprising the Project as set forth in Seller’s Initial Portfolio List as of the Initial Delivery Date and (C) that the Unit(s) comprising the Project as set forth in Seller’s Initial Portfolio List can deliver, in aggregate, the Product. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement Agreements and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii11.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii12.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have provided Buyer with (i) the Seller’s Portfolio List in accordance with Section 4.1(e) that demonstrates Units and Customers under contract to Seller sufficient for Seller to deliver Product, as of the Initial Delivery Date (“Seller’s Initial Portfolio List”) and (ii) a description of the Project and Units set forth in Appendix II–B. If Seller provides to Buyer Seller’s Initial Portfolio List pursuant to the first sentence of this Section 2.1(i), but prior to the occurrence of the Initial Delivery Date Seller changes Seller’s Initial Portfolio List, then the Condition Precedent in this Section 2.1(i) shall not be satisfied and the date on which Seller provides to Buyer a changed Seller’s Initial Portfolio List in accordance with this Section 2.1(i) and Section 4.1(e) shall constitute provision of Seller’s Initial Portfolio List for purposes of this Section 2.1(i) and Section 2.4 may apply. (j) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, as all as verifiable by Buyer. (k) Seller shall have provided to Buyer an attestation, in the form attached hereto as Appendix XII, that Seller is following all of the rules set forth in the MUA Decision.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. At Seller’s expense, Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ij) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable Seller to deliver to Buyer the Project to provide ProductProduct from the Project. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral delivered Performance Assurance to Buyer as required by Section 10.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product at the Contract Quantities to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (i) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product at the Contract Quantities to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the Initial Delivery Date to enable (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide ProductProduct at the Contract Quantities. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to Seller shall have submitted for Buyer’s review an updated Project Safety Plan, which must demonstrate Seller’s compliance with the Safety Requirements following the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D.. (i) Seller shall have obtained certification of Product both an NQC and an EFC for the Project in an amount no less than the Contract Quantities and in accordance with the CAISO Tariff and CPUC requirements applicable to Productrequirements, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety thirty (9030) days prior to the Initial Delivery Date, and again immediately prior to the date it occurs. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this the Agreement, which include those obligations set forth below in Sections 2.1(a) – (i) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such earlier deadline as set forth specifically provided below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO constructed the Project, which will include the equipment and Governmental Approvals characteristics as are necessary for the safe and lawful operation and maintenance of the Project and described in Appendix II, to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Productthe Energy Storage Services. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (eb) At Seller’s expense, Seller shall have executed any necessary constructed the Interconnection Agreement Facilities and installed any necessary metering to deliver Product Electric System Upgrades in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission OwnerSection 5.1(a). (fc) At Seller’s expense, Seller shall secure all Governmental Approvals and execute all necessary agreements required for the lawful operation and maintenance of the Project including all those related to environmental matters, as necessary to permit each Unit to operate according to the specifications described in Appendix II and to enable Seller to deliver the Product to the Electrical Delivery Point. (d) Seller shall have posted collateral as required by Section 10.4(a)(ii12.4(a)(ii). (e) No default shall have occurred and remain uncured as of the Initial Delivery Date. (f) Seller shall have executed a CAISO Participating Generator Agreement (PGA) and/or a Participating Load Agreement (PLA), if applicable, and a Meter Service Agreement (MSA) (or successor or similar forms of agreement providing for interconnected operation with the CAISO), which will be in full force and effect. (g) As of the Initial Delivery Date, no Seller’s Event of Default Seller shall have occurred all necessary systems in place and remain uncureddemonstrated ability to provide Buyer with invoice settlement related data as required in Section 7.7. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall provide Buyer with the data needed to complete the Master File, which will be based upon the Operational Limitations set forth in Appendix II. (i) At least sixty (60) days prior to the Initial Delivery Date, the CAISO shall have approved the data submitted by Seller for use in an updated Master File to represent the operational characteristics of the Project. If the CAISO does not approve all changes, the Parties shall work together to provide the CAISO with any documentation or certification that would enable CAISO’s approval of the data to be used in an updated Master File for the Units. Delays in obtaining CAISO approval of Master File data will not excuse a failure to achieve the Initial Delivery Date by the Expected Initial Delivery Date. If requested by Buyer, Seller shall provide to Buyer a copy of its existing Master File data. (j) Prior to the Initial Delivery Date, Seller shall have achieved its CAISO Commercial Operation Date, completed a PMax test, and obtained all necessary certifications of Product capable of or requiring such certification, specified in Appendix II, unless such certification is waived in writing by Buyer. (k) At least thirty (30) days before the Initial Delivery Date, the Commercial Operation Date shall have occurred and Seller shall have completed the provisions of Section 9.1(a) for designating Buyer or Buyer’s Third Party SC, as Seller’s SC. (l) The Parties shall have finalized the mutually acceptable Test Procedures at least sixty (60) days prior to the Initial Delivery Date, based on the test principles set forth in Appendix VI. (m) Seller shall have provided Buyer with certification from an independent, non-Affiliate California registered professional mechanical engineer, that (i) Seller has designed and built the Project Safety Plan to have a [Insert appropriate number of years based on technology] year design life in accordance with Prudent Electrical Practices, and Attestation (ii) the design and construction of the Project was carried out by the original equipment manufacturer or other competent organization. (n) Seller shall have all necessary systems in place (i) to respond to all electronic signal conveying instructions in accordance with Section 11.2(a)(ii9.1(c)(v) and (ii) to provide Real-Time Data Information Systems per Section 7.7. (o) Seller shall, upon the Attestation shall be substantially request of Buyer, submit a letter of concurrence in the forms form attached hereto as Appendices VI-C and VI-D. (i) Appendix X indicating that with this Agreement Seller shall have obtained certification does not intend to transfer “ownership or control of Product generation capacity” from Seller to Buyer as the term “ownership or control of generation capacity” is used in accordance with 18 CFR §35.42, as in effect on the CAISO Tariff and CPUC requirements applicable to Product, all as verifiable by BuyerExecution Date.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product at the Contract Quantities to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (i) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product at the Contract Quantities to Buyer. (b) At Seller’s expense, Seller or Contractor shall have (i) constructed or caused to be constructed the Project as of the Initial Delivery Date to enable (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide ProductProduct at the Contract Quantities. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to Seller shall have submitted for Buyer’s review an updated Project Safety Plan, which must demonstrate Seller’s compliance with the Safety Requirements following the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D.. (i) Seller shall have obtained certification of Product both an NQC and an EFC for the Project in an amount no less than the Contract Quantities and in accordance with the CAISO Tariff and CPUC requirements applicable to Productrequirements, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (i) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Product. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, all as verifiable by Buyer. (j) Seller shall have provided to Buyer an attestation, in the form attached hereto as Appendix XII, that Seller is following all of the rules set forth in the MUA Decision.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product at the Contract Quantities to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ik) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have (i) executed all agreements with Customers whose Units are to be a part of the Project as of the Initial Delivery Date and (ii) secured all CAISO and Governmental Approvals Approvals, each of (i) and (ii) as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product at the Contract Quantities to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Units that are to be a part of the Project as of the Initial Delivery Date to enable (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide ProductProduct at the Contract Quantities. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and (A) that the Commercial Operation Date has occurred, (B) the satisfactory completion of the Unit(s) at the Sites that are comprising the Project as set forth in Seller’s Initial Portfolio List as of the Initial Delivery Date and (C) that the Unit(s) comprising the Project as set forth in Seller’s Initial Portfolio List can deliver, in aggregate, the Contract Quantities. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement Agreements and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii11.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii12.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have provided Buyer with (i) the Seller’s Portfolio List in accordance with Section 4.1(e) that demonstrates Units and Customers under contract to Seller sufficient for Seller to deliver Product at least at the Contract Quantities, as of the Initial Delivery Date (“Seller’s Initial Portfolio List”) and (ii) a description of the Project and Units set forth in Appendix II–B and Appendix II-C. If Seller provides to Buyer Seller’s Initial Portfolio List pursuant to the first sentence of this Section 2.1(i), but prior to the occurrence of the Initial Delivery Date Seller changes Seller’s Initial Portfolio List, then the Condition Precedent in this Section 2.1(i) shall not be satisfied and the date on which Seller provides to Buyer a changed Seller’s Initial Portfolio List in accordance with this Section 2.1(i) and Section 4.1(e) shall constitute provision of Seller’s Initial Portfolio List for purposes of this Section 2.1(i) and Section 2.4 may apply. (j) Seller shall have obtained certification of Product both an NQC and an EFC for the Project in an amount no less than the Contract Quantities and in accordance with the CAISO Tariff and CPUC requirements applicable to Productrequirements, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide give Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ik) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have (i) executed all agreements with Customers whose Units are to be a part of the Project as of the Initial Delivery Date and (ii) secured all CAISO and Governmental Approvals Approvals, each of (i) and (ii) as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Units that are to be a part of the Project as of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Product. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and (A) that the Commercial Operation Date has occurred, (B) the satisfactory completion of the Unit(s) at the Sites that are comprising the Project as set forth in Seller’s Initial Portfolio List as of the Initial Delivery Date and (C) that the Unit(s) comprising the Project as set forth in Seller’s Initial Portfolio List can deliver, in aggregate, the Product. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement Agreements and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral delivered Performance Assurance as required by Section 10.4(a)(ii11.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii12.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have provided Buyer with (i) the Seller’s Portfolio List in accordance with Section 4.1(e) that demonstrates Units and Customers under contract to Seller sufficient for Seller to deliver Product, as of the Initial Delivery Date (“Seller’s Initial Portfolio List”) and (ii) a description of the Project and Units set forth in Appendix II–B. If Seller provides to Buyer Seller’s Initial Portfolio List pursuant to the first sentence of this Section 2.1(i), but prior to the occurrence of the Initial Delivery Date Seller changes Seller’s Initial Portfolio List, then the Condition Precedent in this Section 2.1(i) shall not be satisfied and the date on which Seller provides to Buyer a changed Seller’s Initial Portfolio List in accordance with this Section 2.1(i) and Section 4.1(e) shall constitute provision of Seller’s Initial Portfolio List for purposes of this Section 2.1(i) and Section 2.4 may apply. (j) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, as all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ik) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have (i) executed all agreements with Customers whose Units are to be a part of the Project as of the Initial Delivery Date and (ii) secured all CAISO and Governmental Approvals Approvals, each of (i) and (ii) as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Seller Units, and Seller shall have taken contractual or operational control of the Capacity Exchange Units that are to be a part of the Project as of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Product. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineerfor Commercial Operation, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that (A) that, for each Seller Unit, the Commercial Operation Date has occurred, (B) the satisfactory completion of the Seller Unit(s) at the Sites that are comprising the Project as set forth in Seller’s Final Portfolio List as of the Initial Delivery Date and (C) that the Seller Unit(s) enrolled in the Project as set forth in Seller’s Final Portfolio List can deliver, in aggregate, the proportion of the Product attributable to Seller Units in aggregate. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. At Seller’s expense, Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ih) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer. (b) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as As of the Initial Delivery Date to (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide Product. (c) Date, Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and that the Commercial Operation Date has occurred. (dc) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (ed) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (fe) Seller shall have posted collateral delivered Performance Assurance to Buyer as required by Section 10.4(a)(ii). (gf) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (hg) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation Attestations in accordance with Section 11.2(a)(ii11.2(a) and the Attestation Attestations shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (ih) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product, all as verifiable by Buyer.

Conditions Precedent to the Initial Delivery Date. Seller shall provide Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than ninety (90) days prior to the Initial Delivery Date. Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product at the Contract Quantities to Buyer pursuant to the terms of this Agreement, which include those obligations set forth below in Sections 2.1(a) – (ik) (collectively the “Conditions Precedent”), which must be satisfied at least seventy-five (75) days before the Initial Delivery Date or such deadline as set forth below. The Conditions Precedent are as follows: (a) At Seller’s expense, Seller shall have (i) executed all agreements with Customers whose Units are to be a part of the Project as of the Initial Delivery Date and (ii) secured all CAISO and Governmental Approvals Approvals, each of (i) and (ii) as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product at the Contract Quantities to Buyer. (b) At Seller’s expense, Seller or Contractor shall have (i) constructed or caused to be constructed the Units that are to be a part of the Project as of the Initial Delivery Date to enable (i) enable Seller to satisfy the obligations of the Seller herein and (ii) enable the Project to provide ProductProduct at the Contract Quantities. (c) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix VI-A, demonstrating satisfactory completion of the Project at the Site and (A) that the Commercial Operation Date has occurred, (B) the satisfactory completion of the Unit(s) at the Sites that are comprising the Project as set forth in Seller’s Initial Portfolio List as of the Initial Delivery Date and (C) that the Unit(s) comprising the Project as set forth in Seller’s Initial Portfolio List can deliver, in aggregate, the Contract Quantities. (d) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (e) At Seller’s expense, Seller shall have executed any necessary Interconnection Agreement Agreements and installed any necessary metering to deliver Product in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner. (f) Seller shall have posted collateral as required by Section 10.4(a)(ii11.4(a)(ii). (g) As of the Initial Delivery Date, no Seller’s Event of Default shall have occurred and remain uncured. (h) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have submitted to Buyer a Project Safety Plan and Attestation in accordance with Section 11.2(a)(ii12.2(a)(ii) and the Attestation shall be substantially in the forms attached hereto as Appendices VI-C and VI-D. (i) At least ninety (90) days prior to the Initial Delivery Date, Seller shall have provided Buyer with (i) the Seller’s Portfolio List in accordance with Section 4.1(e) that demonstrates Units and Customers under contract to Seller sufficient for Seller to deliver Product at least at the Contract Quantities, as of the Initial Delivery Date (“Seller’s Initial Portfolio List”) and (ii) a description of the Project and Units set forth in Appendix II – B and Appendix II-C. If Seller provides to Buyer Seller’s Initial Portfolio List pursuant to the first sentence of this Section 2.1(i), but prior to the occurrence of the Initial Delivery Date Seller changes Seller’s Initial Portfolio List, then the Condition Precedent in this Section 2.1(i) shall not be satisfied and the date on which Seller provides to Buyer a changed Seller’s Initial Portfolio List in accordance with this Section 2.1(i) and Section 4.1(e) shall constitute provision of Seller’s Initial Portfolio List for purposes of this Section 2.1(i) and Section 2.4 may apply. (j) Seller shall have obtained certification of Product both an NQC and an EFC for the Project in an amount no less than the Contract Quantities and in accordance with the CAISO Tariff and CPUC requirements applicable to Productrequirements, all as verifiable by Buyer.