PROJECT DEVELOPMENT AND COMMERCIAL OPERATION

PROJECT DEVELOPMENT AND COMMERCIAL OPERATION

1. Commercial Operation Notices.

   1. Notice of Off-Island Generator COD. Upon the achievement of the conditions set forth in Section 3.3, Seller shall deliver to Buyer an officer’s certificate no less than three (3) Business Days prior to the Off-Island Generator Commercial Operation Date stating that such conditions set forth in Section 3.3 have been achieved, provided that Seller shall have given ten (10) Days’ prior written notice of the date of the Generator Capacity Test to Buyer.

   2. Notice of Controllable Cable Commercial Operation Date. Upon the achievement of the conditions set forth in Section 3.4, Seller shall deliver to Buyer and officer’s certificate no less than three (3) Business Days prior to the Controllable Cable Commercial Operation Date stating that such conditions set forth in Section 3.4 have been achieved, provided that Seller shall have given ten (10) Days’ prior written notice of the date of the Transmission Capacity Test to Buyer.

   3. The Parties’ respective obligations to sell and provide, and receive and pay for, the Products under this Agreement shall commence on the Project Commercial Operation Date.

2. Conditions for Project Commercial Operation Date.

3. Conditions for Off-Island Generator Commercial Operation Date

1. Successful completion of all tests required for Seller to operate the Off-Island Generator in accordance with Prudent Utility Practices, the NYISO Rules, the Off-Island ISO Rules, and all equipment manufacturers’ instruction manuals and warranties, except for such testing that is required by Legal Requirements or order of a Governmental Authority to be conducted after the Off-Island Generator Commercial Operation Date;

2. All Consents required to construct and operate the Off-Island Generator and to provide Products to Buyer have been obtained;

3. Delivery by Seller to Buyer of certificates of insurance coverage or proof of insurance policies, as required pursuant to Article 9 of this Agreement;

4. Seller has qualified the Off-Island Generator as an Installed Capacity Supplier and as a supplier of Energy and each Ancillary Service identified in Appendix 10 in accordance with NYISO Rules and Off-Island ISO Rules, and has provided written notice to Buyer of such qualifications no less than ten (10) Business Days prior to the Month in which Off-Island Generator Commercial Operation Date is to occur;

5. Written notice by Seller to Buyer providing the results of a Generator Capacity Test demonstrating that the Off-Island Generator is capable of providing installed capacity at least equal to the Dedicated Capacity;

6. Full execution by all parties of the Off-Island Interconnection Agreement for Off-Island Generator with a term commencing on or before the Off-Island Generator Commercial Operation Date and ending no earlier than the end of the Term;

7. Execution by all parties of an Off-Island ISO Market Participant Service Agreement (or its equivalent) between Buyer (or its agent) and the Off-Island ISO such that Buyer (or its agent) is recognized as a market participant or an Affiliate of a market participant under Off-Island ISO Rules;

8. Execution by both parties of a NYISO Market Participant Service Agreement (or its equivalent) between Seller (or its agent) and NYISO such that Seller (or its agent) is recognized as the NYISO Installed Capacity Supplier and an Affiliate of a market participant under NYISO Rules;

9. Delivery by Seller to Buyer of any additional amounts of Seller Security that meets the requirements of Article 7;

10. Successful completion of Off-Island Incremental System Reinforcements; and

11. Delivery by Seller to Buyer of any additional amounts of Seller Security that meets the requirements of Article 7.

1. Conditions for Controllable Cable Commercial Operation Date

1. Successful completion of all tests required for Seller to operate the Controllable Cable in accordance with Prudent Utility Practices, the NYISO Rules, the Off-Island ISO Rules, and all equipment manufacturers’ instruction manuals and warranties, except for such testing that is required by Legal Requirements or order of a Governmental Authority to be conducted after the Controllable Cable Commercial Operation Date;

2. Successful completion of Off-Island Incremental System Reinforcements necessary to assign or award a minimum of Firm Transmission Withdrawal Rights to Seller equal to the Dedicated Capacity;

3. All Consents required to construct and operate the Controllable Cable and to deliver Products to Buyer have been obtained;

4. Execution of the Off-Island Interconnection Agreement for Controllable Cable by [insert nAME OF ENTITY] and Seller;

5. (a) The Controllable Cable has been interconnected with Connecting Transmission Owner’s Electric System, and (b) Seller has executed the Long Island Interconnection Agreement for the Controllable Cable in substantially the form in Appendix 14 hereto, providing for a term commencing on or before the Controllable Cable Commercial Operation Date and ending no earlier than the last day of the Term and has used commercially reasonable efforts to obtain NYISO execution of the Long Island Interconnection Agreement;

6. Acknowledgement by the NYISO and the Off-Island ISO of the ability to interconnect and operate the Controllable Cable;

7. Approval by Buyer (which shall not be unreasonably withheld) that the Controllable Cable complies in all material respects with all design criteria, system performance requirements and operating standards contained in Appendix 13;

8. Approval by the NYISO and Off-Island ISO of interconnection of the Controllable Cable to the Connecting Transmission Owner’s Electric System and the Off-Island Electric System;

9. Delivery to Buyer by Seller of certificates of insurance coverage or proof of insurance policies, as required pursuant to Article 9 of this Agreement; and

10. Receipt of UDRs equal to the Design Cable Capacity.

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