Common use of Conditions to Commercial Operation Clause in Contracts

Conditions to Commercial Operation. Seller will (i) notify EPE when the Facility has achieved all of the conditions set forth in this Section 4.9 (“Conditions”), (ii) provide evidence reasonably acceptable to EPE of the satisfaction or occurrence of such Conditions, and (iii) designate the Commercial Operation Date for the Facility to occur no sooner than thirty (30) Days from the date that Seller provides such notification to EPE (“Notification Date”). EPE must accept or challenge Seller’s declaration that all Conditions have been satisfied or occurred within thirty (30) Days of the Notification Date, and any Condition that EPE does not challenge within thirty (30) Days of the Notification Date will be deemed satisfied. The Parties shall attempt to resolve any dispute that may arise regarding the satisfaction or occurrence of any Condition(s) through direct discussion or mediation, as set forth below in Sections 12.8 and 12.9 of this Agreement. Review and approval of the Conditions may occur on an ongoing and incremental basis, pending resolution of any dispute, as such Conditions are satisfied or occur. All costs and expenses necessary to meet the Conditions shall be borne solely by Seller. The Conditions, which must be met after the Agreement Approval Date has occurred, are: ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (A) Seller has satisfied all the requirements of the Interconnection Agreement and commenced interconnected parallel operation with the Transmission Provider; (B) Seller has made all arrangements and executed all agreements required to deliver the Solar Energy from the Facility to the Point of Delivery in accordance with the provisions of this Agreement; (C) Seller has provided EPE with copies of certificates of insurance evidencing that the coverage required by Article 16 of this Agreement has been obtained and submitted to EPE; (D) Seller has submitted to EPE a certificate of an officer of Seller specifically familiar with the Facility stating, after due inquiry, that all permits, consents, licenses, approvals, and authorizations required to be obtained by Seller from any Governmental Authority to operate the Facility in compliance with applicable law and this Agreement have been obtained and are in full force and effect, and to the knowledge of that officer, Seller is in compliance with the terms and conditions of this Agreement in all material respects; (E) As applicable, Seller has made all necessary governmental filings and applications for RECs and other accreditation or registration with the Western Renewable Energy Generation Information System (WREGIS). Additionally, Seller shall be in compliance with all applicable and required existing national and regional reliability standards, including standards set by WECC, NERC, FERC, and the NMPRC, or any successor agencies setting reliability standards for the operation of solar generation facilities in the location of the Facility. Prior to Commercial Operation Date, Seller shall register and provide documentation to EPE showing that it has registered with the appropriate Regional Reliability Organization (“RRO”) as a generator owner and has registered the generator operator to the extent required by NERC and the RRO. Except for FERC regulations, all of the foregoing requirements shall constitute the “Compliance Obligations” under this Agreement; (F) An officer of Seller specifically familiar with the Facility has certified that the Designed Maximum Output of the entire Facility complies with the description of the Facility provided in Exhibit B to this Agreement on the date of certification, as such exhibit may be revised pursuant to Section 3.1 of this Agreement; and (G) The Facility has achieved initial synchronization with the Transmission System and has demonstrated the reliability of its communications systems and communications with the EPE SOC. None of the foregoing Conditions shall be deemed to be in lieu of, or in substitution for, the obligations of Seller in accordance with Section 13.13 of this Agreement.

Conditions to Commercial Operation. All Contract Energy delivered by Seller will (i) notify EPE when prior to the Commercial Operation Date shall be Test Energy. Commercial Operation of the Facility shall commence the Day following MP’s acceptance (which shall not be unreasonably withheld or delayed) of Seller’s Notice that all conditions set forth in this Section 4.5 have been successfully satisfied. An officer of Seller who has achieved knowledge of the Facility must certify in written Notice to MP that all of the conditions set forth in this Section 4.9 4.5 have been satisfied. Thereafter, MP shall have ten (10) Business Days to challenge the satisfaction of any condition set forth in this Section 4.5 and if MP raises any such challenge, Seller shall provide MP with additional information establishing satisfaction of the condition. If the Parties are unable to agree upon satisfaction of the conditions to Commercial Operation, the matter shall be referred to dispute resolution in accordance with this Agreement. Seller must certify that: 4.5.1 Installation of Wind Turbines with an aggregate nameplate capacity equal to at least ninety-five percent (95%) of the Installed Capacity (“ConditionsMinimum Capacity”), (ii) provide evidence reasonably acceptable to EPE of the satisfaction or occurrence of such Conditions, and (iii) designate the Commercial Operation Date for the Facility to occur no sooner than thirty (30) Days from the date that Seller provides such notification to EPE (“Notification Date”). EPE must accept or challenge Seller’s declaration that all Conditions have been satisfied or occurred within thirty (30) Days of completed. Seller is in full compliance with the Notification Date, and any Condition that EPE does not challenge within thirty (30) Days of the Notification Date will be deemed satisfied. The Parties shall attempt to resolve any dispute that may arise regarding the satisfaction or occurrence of any Condition(s) through direct discussion or mediation, as set forth below in Sections 12.8 and 12.9 terms of this Agreement. Review , Seller is in material compliance with the Interconnection Agreement, and approval the Facility can be safely operated in conformance with this Agreement; 4.5.2 Seller has successfully completed testing of the Conditions may occur on an ongoing Facility which is required by the Facility’s Permits and incremental basis, pending resolution of any dispute, as such Conditions are satisfied or occur. All costs and expenses necessary to meet the Conditions shall be borne solely by Seller. The Conditions, which must be met after the Agreement Approval Date has occurred, are: ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.Interconnection Agreement; (A) 4.5.3 Seller has satisfied executed all the requirements of the Interconnection Agreement agreements and commenced interconnected parallel operation with the Transmission Provider; (B) Seller has made all arrangements and executed all agreements required necessary to deliver the Solar Contract Energy and Accreditable Capacity from the Facility to the Point of Delivery in accordance compliance with the provisions of this AgreementPPA; (C) 4.5.4 all Security arrangements in accordance with Article 9 have been established in a form and in the amounts sufficient to meet the requirements of this Agreement and that Seller has provided EPE MP with copies of proof that such arrangements are in place; 4.5.5 certificates of proving insurance evidencing that the coverage coverages required by Article 16 of this Agreement has have been obtained and submitted to EPE;MP; and (D) Seller has submitted to EPE a certificate of an officer of Seller specifically familiar with the Facility stating, after due inquiry, that 4.5.6 all permits, consents, licenses, approvals, and authorizations Permits required to be obtained by Seller from any Governmental Authority to construct and/or operate the Facility in compliance with applicable law Requirements of Law and this Agreement PPA have been obtained and are in full force and effect, and to the knowledge of that officer, Seller is in compliance with the terms and conditions of this Agreement in all material respects; (E) As applicable, Seller has made all necessary governmental filings and applications for RECs and other accreditation or registration with the Western Renewable Energy Generation Information System (WREGIS). Additionally, Seller shall be in compliance with all applicable and required existing national and regional reliability standards, including standards set by WECC, NERC, FERC, and the NMPRC, or any successor agencies setting reliability standards for the operation of solar generation facilities in the location of the Facility. Prior to Commercial Operation Date, Seller shall register and provide documentation to EPE showing that it has registered with the appropriate Regional Reliability Organization (“RRO”) as a generator owner and has registered the generator operator to the extent required by NERC and the RRO. Except for FERC regulations, all of the foregoing requirements shall constitute the “Compliance Obligations” under this Agreement; (F) An officer of Seller specifically familiar with the Facility has certified that the Designed Maximum Output of the entire Facility complies with the description of the Facility provided in Exhibit B to this Agreement on the date of certification, as such exhibit may be revised pursuant to Section 3.1 of this Agreement; and (G) The Facility has achieved initial synchronization with the Transmission System and has demonstrated the reliability of its communications systems and communications with the EPE SOC. None of the foregoing Conditions shall be deemed to be in lieu of, or in substitution for, the obligations of Seller in accordance with Section 13.13 of this Agreement.

Conditions to Commercial Operation. Seller will (i) notify EPE when Commercial Operation shall not occur before , and all Contract Energy Delivered by prior to that date shall be Test Energy. After , Commercial Operation of the Facility shall commence the Day following MP’s acceptance (which shall not be unreasonably withheld) of Seller’s Notice that all conditions set forth in this Section have been successfully satisfied. An officer of Seller who has achieved knowledge of the Facility must certify in written Notice to MP that all of the conditions set forth in this Section 4.9 have been satisfied. Thereafter, MP shall have ten (“Conditions”)10) business Days to challenge the satisfaction of any condition set forth in this Section and in the event, (ii) MP raises any such challenge, Seller shall provide evidence reasonably acceptable to EPE MP with additional information establishing satisfaction of the condition. In the event the Parties are unable to agree upon satisfaction or occurrence of such Conditionsthe conditions to Commercial Operation, and the matter shall be referred to dispute resolution in accordance with this Agreement. Seller must certify: (iiia) designate the Commercial Operation Date for that the Facility to occur no sooner than thirty (30) Days from the date is substantially complete in all material respects, that Seller provides such notification to EPE (“Notification Date”). EPE must accept or challenge Seller’s declaration is in compliance with its Construction Contract, that all Conditions have been satisfied or occurred within thirty (30) Days of Seller is in full compliance with the Notification Date, and any Condition that EPE does not challenge within thirty (30) Days of the Notification Date will be deemed satisfied. The Parties shall attempt to resolve any dispute that may arise regarding the satisfaction or occurrence of any Condition(s) through direct discussion or mediation, as set forth below in Sections 12.8 and 12.9 terms of this Agreement. Review , that Seller is in material compliance with the Interconnection Agreement, and approval that the Facility can be safely operated in conformance with this Agreement.‌ (b) that Seller has successfully completed testing of the Conditions may occur on an ongoing Facility which is required by the Facility’s Permits and incremental basisthe Interconnection Agreement, pending resolution of any dispute, as such Conditions are satisfied or occur. All costs and expenses necessary to meet the Conditions shall be borne solely by Seller. The Conditions, which must be met after the Agreement Approval Date has occurred, are: ****=Confidential treatment generating facility has been requested for commissioned by the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately manufacturer in accordance with the Securities Good Utility Practice and Exchange Commissionany applicable agreements. (Ac) that Seller has satisfied executed all the requirements of the Interconnection Agreement agreements and commenced interconnected parallel operation with the Transmission Provider; (B) Seller has made all arrangements and executed all agreements required necessary to deliver the Solar Contract Energy and Accreditable Capacity from the Facility to the Point of Delivery in accordance compliance with the provisions of this Agreement;PPA. (Cd) that all Security arrangements in accordance with Article XI have been established in a form and in the amounts sufficient to meet the requirements of this Agreement and that Seller has provided EPE MP with copies of proof that such arrangements are in place.‌ (e) that certificates of proving insurance evidencing that the coverage coverages required by Article 16 of this Agreement has have been obtained and submitted to EPE;MP. (Df) Seller has submitted to EPE a certificate of an officer of Seller specifically familiar with the Facility stating, after due inquiry, that all permits, consents, licenses, approvals, and authorizations Permits required to be obtained by Seller from any Governmental Authority to construct and/or operate the Facility in compliance with applicable law Requirements of Law and this Agreement PPA have been obtained and are in full force and effect, and effect.‌ (g) that the Seller has contracted with the local utility to provide House Power to the knowledge of that officer, Seller is in compliance with the terms and conditions of this Agreement in all material respects; (E) As applicable, Seller has made all necessary governmental filings and applications for RECs and other accreditation or registration with the Western Renewable Energy Generation Information System (WREGIS). Additionally, Seller shall be in compliance with all applicable and required existing national and regional reliability standards, including standards set by WECC, NERC, FERC, and the NMPRC, or any successor agencies setting reliability standards for the operation of solar generation facilities in the location of the Facility. Prior to Commercial Operation Date, Seller shall register and provide documentation to EPE showing that it has registered with the appropriate Regional Reliability Organization (“RRO”) as a generator owner and has registered the generator operator to the extent required by NERC and the RRO. Except for FERC regulations, all of the foregoing requirements shall constitute the “Compliance Obligations” under this Agreement; (F) An officer of Seller specifically familiar with the Facility has certified that the Designed Maximum Output of the entire Facility complies with the description of the Facility provided in Exhibit B to this Agreement on the date of certification, as such exhibit may be revised pursuant to Section 3.1 of this Agreementsite; and (Gh) The that the Seller has provide MP with any applicable information required to register the Facility has achieved initial synchronization with the Transmission System and has demonstrated the reliability of its communications systems and communications with the EPE SOC. None of the foregoing Conditions shall be deemed to be in lieu of, or in substitution for, the obligations of Seller in accordance with Section 13.13 of this Agreementappropriate Green Tag tracking system.