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ORDER NO. PSC -2017 -0336 -PAA -EQ DOCKET NO. 20170072 -EQ PAGE 24 Attachment A DUKE. ENERGYe 5. Conditions Precedent SECTION No. IX SIX:MI-SYNTH REVISED SHEET NO. 9.416 CANCELS 14X1:14,SIXTH REVISED SHEET NO.9.416 (a) Unless otherwise waived in writing by DEF, on or before the Drop Dead Date, RF/QF shall satisfy the following Conditions Precedent: (i) RF/QF shall have obtained firm transmission service necessary to deliver Capacity and energy from the Facility to the Electrical Interconnection Point, in a form and substance satisfactory to RF/QF in its sole discretion; (ii) RF/QF shall have obtained the Project Consents and any other Consents for which it is responsible under the terms hereof in a form and substance satisfactory to RF/QF in its sole discretion; (iii) RF/QF shall have entered into Financing Documents relative to the construction of the Facility and have achieved Financial Closing in a form and substance satisfactory to RF/QF in its sole discretion; (iv) RF/QF shall have entered into the Project Contracts in a form and substance satisfactory to RF/QF in its sole discretion; (v) RF/QF shall have obtained insurance policies or coverage in compliance with. Section 17; (vi) Each Party shall have delivered to the other Party (i) a copy of its constitutional documents (certified by its corporate secretary as true, complete and up-to-date) and (ii) a copy of a corporate resolution approving the terms of this Contract and the transactions contemplated hereby and authorizing one or more individuals to execute this Contract on its behalf (such copy to have been certified by its corporate representative as true, complete and up-to-date); (vii) RF/QF shall have obtained Qualifying Facility status from either the FPSC or FERC. The RF/OF shall provide the Duke Energy Florida Director of Qualified Facility Contracts a copy of the certification of OF status filing and anv re -filings required to reflect subsequent changes to the previously certified Facility. (b) Promptly upon satisfaction of the Conditions Precedent to be satisfied, the Party having satisfied the same shall deliver to the other Party a certificate evidencing such satisfaction. DEF may waive the satisfaction of a Condition Precedent at its sole discretion. Such waiver must be made in writing. Subject to there being no Event of Default which has occurred and/or is continuing as of the date upon which the Last of such certificates is delivered, the date of such Last certificate shall constitute the effective date of this Contract (the "Effective Date"). (c) Unless all Conditions Precedent are satisfied on or before the Drop Dead Date or such Conditions Precedent are waived in writing , this Contract shall terminate on such date and neither Party shall have any further liability to the other Party hereunder. (d) RF/QF shall achieve the Capacity Delivery Date on or before the Required Capacity Delivery Date. ISSUED BY: Javier Portuondo, Director, Rates & Regulatory Strategy - FL. 1 EFFECTIVE: July21,2045