Common use of Shared Equipment Clause in Contracts

Shared Equipment. The Facility will consist of, or have the right to use, the components of the Project (other than the turbines) required to deliver Products to the Delivery Point (the “Shared Equipment”). The Shared Equipment will be shared with the Other Facility and the Additional Facilities and will include the following: • Offshore substation platform • Export cables • Inter-array cables • Onshore substation • Onshore routing • Switching station and the point of interconnection In the event the Shared Equipment is built at a nameplate capacity less than the aggregate nameplate capacity of the Facility, the Other Facility, and the Additional Facilities, the Facility and the Other Facility shall (a) have priority over the Additional Facilities to the extent required to avoid and/or minimize curtailment of the Facility or the Other Facility and (b) be allocated use of the operational capability of such Shared Equipment at any time up to the level necessary to accommodate the delivery of the full real-time production capability of the Facility and the Other Facility at such time, before use is allocated to the Additional Facilities. If curtailment of the Facility and the Other Facility is still necessary in such an event, any such curtailment shall be allocated between the Facility and the Other Facility based on their Real-Time High Operating Limits (as defined in the ISO-NE Rules) at such time. In the event the Shared Equipment is built at a nameplate capacity less than the aggregate nameplate capacity of the Facility, the Other Facility, and the Additional Facilities, but such Shared Equipment was initially built and has been subsequently maintained at a nameplate capacity to fully accommodate delivery of the aggregate nameplate capacity of the Facility, the Other Facility, and a specific and distinguishable generating facility among the Additional Facilities (i.e., the “Third Facility”) with a nameplate capacity no greater than the nameplate capacity of the Shared Equipment at the time the Third Facility is placed in service minus the aggregate nameplate capacity of the Facility and the Other Facility hereunder and under the Phase I Mayflower Wind Power Purchase Agreement, then the Facility, the Other Facility, and the Third Facility shall (a) have priority over all other Additional Facilities to the extent required to avoid and/or minimize curtailment of the Facility, the Other Facility, and the Third Facility and (b) be allocated use of the operational capability of such Shared Equipment at any time up to the level necessary to accommodate the delivery of the full real-time production capability of the Facility, the Other Facility, and the Third Facility at such time, before use is allocated to any other Additional Facilities. If curtailment of the Facility, the Other Facility, and the Third Facility is still necessary in such an event, any such curtailment shall be allocated between the Facility, the Other Facility, and the Third Facility based on their Real-Time High Operating Limits (as defined in the ISO-NE Rules) at such time. In the event the Shared Equipment is built at a nameplate capacity equal to or greater than the aggregate nameplate capacity of the Facility, the Other Facility, and all Additional Facilities, but the Shared Equipment is not fully operational at any time, then the Facility and the Other Facility shall not be curtailed to a level less than an amount equal to (i) the energy capable of being delivered by the Shared Equipment at such time, multiplied by (ii) the ratio of (A) the aggregate nameplate capacity of the Facility and the Other Facility, divided by (B) the aggregate nameplate capacity of the Facility, the Other Facility, and the Additional Facilities. Moreover, such level shall be raised (i.e., the curtailment of the Facility and the Other Facility decreased) to the extent the real-time production capabilities of the Additional Facilities at such time would result in underutilized operational capability of such Shared Equipment at such time, and any curtailment of the Additional Facilities shall similarly be decreased to the extent the real-time production capabilities of the Facility and the Other Facility at such time would result in underutilized operational capability of such Shared Equipment at such time. In any such event, curtailment shall be allocated between the Facility and the Other Facility based on their Real-Time High Operating Limits (as defined in the ISO-NE Rules) at such time. In no event will the Shared Equipment have an as-built nameplate capacity that is less than the aggregate nameplate capacity of the Facility and the Other Facility at any time during the Services Term. The Seller shall provide information and documentation to the Buyer on an ongoing basis regarding the capacity and allocation of the Shared Equipment.1

Shared Equipment. The Facility will consist of, or have the right to use, the components of the Project (other than the turbines) required to deliver Products to the Delivery Point (the “Shared Equipment”). The Shared Equipment will be shared with the Other Facility and the Additional Facilities and will include the following: • Offshore substation platform • Export cables • Inter-array cables • Onshore substation • Onshore routing • Switching station and the point of interconnection In the event the Shared Equipment is built at a nameplate capacity less than the aggregate nameplate capacity of the Facility, the Other Facility, and the Additional Facilities, the Facility and the Other Facility shall (a) have priority over the Additional Facilities to the extent required to avoid and/or minimize curtailment of the Facility or the Other Facility and (b) be allocated use of the operational capability of such Shared Equipment at any time up to the level necessary to accommodate the delivery of the full real-time production capability of the Facility and the Other Facility at such time, before use is allocated to the Additional Facilities. If curtailment of the Facility and the Other Facility is still necessary in such an event, any such curtailment shall be allocated between the Facility and the Other Facility based on their Real-Time High Operating Limits (as defined in the ISO-NE Rules) at such time. In the event the Shared Equipment is built at a nameplate capacity less than the aggregate nameplate capacity of the Facility, the Other Facility, and the Additional Facilities, but such Shared Equipment was initially built and has been subsequently maintained at a nameplate capacity to fully accommodate delivery of the aggregate nameplate capacity of the Facility, the Other Facility, and a specific and distinguishable generating facility among the Additional Facilities (i.e., the “Third Facility”) with a nameplate capacity no greater than the nameplate capacity of the Shared Equipment at the time the Third Facility is placed in service minus the aggregate nameplate capacity of the Facility and the Other Facility hereunder and under the Phase I II Mayflower Wind Power Purchase Agreement, then the Facility, the Other Facility, and the Third Facility shall (a) have priority over all other Additional Facilities to the extent required to avoid and/or minimize curtailment of the Facility, the Other Facility, and the Third Facility and (b) be allocated use of the operational capability of such Shared Equipment at any time up to the level necessary to accommodate the delivery of the full real-time production capability of the Facility, the Other Facility, and the Third Facility at such time, before use is allocated to any other Additional Facilities. If curtailment of the Facility, the Other Facility, and the Third Facility is still necessary in such an event, any such curtailment shall be allocated between the Facility, the Other Facility, and the Third Facility based on their Real-Time High Operating Limits (as defined in the ISO-NE Rules) at such time. In the event the Shared Equipment is built at a nameplate capacity equal to or greater than the aggregate nameplate capacity of the Facility, the Other Facility, and all Additional Facilities, but the Shared Equipment is not fully operational at any time, then the Facility and the Other Facility shall not be curtailed to a level less than an amount equal to (i) the energy capable of being delivered by the Shared Equipment at such time, multiplied by (ii) the ratio of (A) the aggregate nameplate capacity of the Facility and the Other Facility, divided by (B) the aggregate nameplate capacity of the Facility, the Other Facility, and the Additional Facilities. Moreover, such level shall be raised (i.e., the curtailment of the Facility and the Other Facility decreased) to the extent the real-time production capabilities of the Additional Facilities at such time would result in underutilized operational capability of such Shared Equipment at such time, and any curtailment of the Additional Facilities shall similarly be decreased to the extent the real-time production capabilities of the Facility and the Other Facility at such time would result in underutilized operational capability of such Shared Equipment at such time. In any such event, curtailment shall be allocated between the Facility and the Other Facility based on their Real-Time High Operating Limits (as defined in the ISO-NE Rules) at such time. In no event will the Shared Equipment have an as-built nameplate capacity that is less than the aggregate nameplate capacity of the Facility and the Other Facility at any time during the Services Term. The Seller shall provide information and documentation to the Buyer on an ongoing basis regarding the capacity and allocation of the Shared Equipment.1