Common use of Termination Costs Clause in Contracts

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities.

Termination Costs. ‌ If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities. Disconnection. Upon termination of this Agreement, Developer and Connecting Transmission Owner will take all appropriate steps to disconnect the Developer’s Large Generating Facility from the New York State Transmission System. All costs required to effectuate such disconnection shall be borne by the terminating Party, unless such termination resulted from the non-terminating Party’s Default of this Agreement or such non-terminating Party otherwise is responsible for these costs under this Agreement.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement prior to the In-Service Date pursuant to Article 2.3.1 above, the terminating Party Transmission Developer shall pay be responsible for all costs that are the responsibility of the Transmission Developer under this Agreement that are incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the Transmission Developer or the other Parties, as of Parties through the date of the other Parties’ receipt of such the Transmission Developer’s notice of termination, that are termination or notice of its intent not to proceed with the responsibility of the terminating Party under this AgreementTransmission Project. Such costs include any cancellation costs relating to orders or contracts. In the event of termination by a Partythe Transmission Developer, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Network Upgrade Facilities that have not yet been constructed or installed, but that is being relied upon by other projects in the manner described in Article 11.6 of this Agreement, Transmission Developer shall forfeit any remaining Security in accordance with the requirements in Article 11.6. With respect to any portion of the Transmission Project or Network Upgrade Facilities that has not yet been constructed or installed and is not being relied upon by other projects in the manner described in Article 11.6 of this Agreement, the Connecting Transmission Owner shall to the extent possible and with Transmission Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Transmission Developer elects not to authorize such cancellation, Transmission Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such SERVICE AGREEMENT NO. 2472 material and equipment, and, if necessary, assign such contracts, to Transmission Developer as soon as practicable, at Transmission Developer’s expense. To the extent that Transmission Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Transmission Developer, Connecting Transmission Owner shall promptly refund such amounts to Transmission Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Transmission Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Transmission Project or Network Upgrade Facilities already installed or constructed pursuant to the terms of this Agreement, Transmission Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects this Agreement is terminated pursuant to Article 2.3.2 above, the Developer shall be responsible for all costs that are the responsibility of the Developer under this Agreement that are incurred by the Developer or the other Parties through the date the Parties agree in writing to terminate this Agreement pursuant to Article 2.3.1 above, or through the terminating Party shall pay all date of the Developer’s receipt of a notice of termination. Such costs incurred (including include any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreementcontracts. In the event of termination by a Partytermination, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities EPC Services that have not yet been constructed or installedperformed, the Connecting Transmission Owner shall Affected System Operator shall, to the extent possible and with the Developer’s authorization authorization, cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilitiesthe Affected System Upgrade Facilities; provided that in the event the Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner Affected System Operator shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any Affected System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner Operator may, at its option, retain any portion of such materials, equipment, materials or facilities equipment that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner Affected System Operator shall be responsible for all costs associated with procuring such materials or equipment. With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If a Developer terminates this Agreement, it shall be responsible for all costs incurred in association with that Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement prior to the In-Service Date pursuant to Article 2.3.1 2.3.2 above, the terminating Party Transmission Developer shall pay be responsible for all costs that are the responsibility of the Transmission Developer under this Agreement that are incurred (including by the Transmission Developer or the other Parties through the date of the non-terminating Party’s or Parties’ receipt of notice of termination under Article 2.3.2. Such costs include any cancellation costs relating to orders or contracts for Attachment Facilities the Affected System Upgrade Facilities, and equipment) or charges assessed other reasonable expenses related to this Agreement for which the Affected System Operator has incurred costs and has not been reimbursed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this AgreementTransmission Developer. In the event of termination by a Partythe Transmission Developer, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Network Upgrade Facilities 1.B that have has not yet been constructed or installed, but that is being relied upon by other projects in the Connecting manner described in Article 6.3 of this Agreement, Transmission Owner Developer shall forfeit any remaining Security in accordance with the requirements in Article 6.3. With respect to any portion of the Affected System Upgrade Facilities that has not yet been constructed or installed and is not being relied upon by other projects in the manner described in Article 6.3 of this Agreement, the Affected System Operator shall to the extent possible and with Transmission Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Transmission Developer elects not to authorize such cancellation, Transmission Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner Affected System Operator shall deliver such material and equipment, and, if necessary, assign such contracts, to Transmission Developer as soon as practicable, at Transmission Developer’s expense. To the extent that Transmission Developer has already paid Connecting Transmission Owner Affected System Operator for any or all such costs of materials or equipment not taken by Transmission Developer, Connecting Transmission Owner Affected System Operator shall promptly refund such amounts to Transmission Developer, less any costs, including penalties incurred by the Connecting Transmission Owner Affected System Operator to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any Affected System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner Operator may, at its option, retain any portion of such materials, equipment, materials or facilities equipment that Transmission Developer chooses not to accept delivery of, in which case Connecting Transmission Owner Affected System Operator shall be responsible for all costs associated with procuring such materials, materials or equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities.case

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other PartiesParty, as of the date of the other Parties’ Party’s receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with DeveloperInterconnection Customer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer Interconnection Customer elects not to authorize such cancellation, Developer Interconnection Customer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer Interconnection Customer as soon as practicable, at DeveloperInterconnection Customer’s expense. To the extent that Developer Interconnection Customer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by DeveloperInterconnection Customer, Connecting Transmission Owner shall promptly refund such amounts to DeveloperInterconnection Customer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or to return such materials, equipment, or contracts. If Developer Interconnection Customer terminates this Agreement, it shall be responsible for all costs incurred in association with DeveloperInterconnection Customer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the DeveloperInterconnection Customer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer Interconnection Customer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Interconnection Customer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement prior to the In-Service Date pursuant to Article 2.3.1 2.3.2 above, the terminating Party Transmission Developer shall pay be responsible for all costs that are the responsibility of the Transmission Developer under this Agreement that are incurred (including by the Transmission Developer or the other Parties through the date of the non-terminating Party’s or Parties’ receipt of notice of termination under Article 2.3.2. Such costs include any cancellation SERVICE AGREEMENT NO. 2476 costs relating to orders or contracts for Attachment Facilities the Affected System Upgrade Facilities, and equipment) or charges assessed other reasonable expenses related to this Agreement for which the Affected System Operator has incurred costs and has not been reimbursed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this AgreementTransmission Developer. In the event of termination by a Partythe Transmission Developer, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Network Upgrade Facilities 1.B that have has not yet been constructed or installed, but that is being relied upon by other projects in the Connecting manner described in Article 6.3 of this Agreement, Transmission Owner Developer shall forfeit any remaining Security in accordance with the requirements in Article 6.3. With respect to any portion of the Affected System Upgrade Facilities that has not yet been constructed or installed and is not being relied upon by other projects in the manner described in Article 6.3 of this Agreement, the Affected System Operator shall to the extent possible and with Transmission Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Transmission Developer elects not to authorize such cancellation, Transmission Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner Affected System Operator shall deliver such material and equipment, and, if necessary, assign such contracts, to Transmission Developer as soon as practicable, at Transmission Developer’s expense. To the extent that Transmission Developer has already paid Connecting Transmission Owner Affected System Operator for any or all such costs of materials or equipment not taken by Transmission Developer, Connecting Transmission Owner Affected System Operator shall promptly refund such amounts to Transmission Developer, less any costs, including penalties incurred by the Connecting Transmission Owner Affected System Operator to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any Affected System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner Operator may, at its option, retain any portion of such materials, equipment, materials or facilities equipment that Transmission Developer chooses not to accept delivery of, in which case Connecting Transmission Owner Affected System Operator shall be responsible for all costs associated with procuring such materials or equipment. With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, Transmission Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case SERVICE AGREEMENT NO. 2682 Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties SERVICE AGREEMENT NO. 2475 shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party Developer shall pay be responsible for all costs that are the responsibility of the Developer under this Agreement that are incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the Developer or the other Parties, as of Parties through the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. Such costs include any cancellation costs related to orders or contracts. In the event of termination by a Partythe Developer, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities EPC Services that have not yet been constructed or installedperformed, the Connecting Affected Transmission Owner shall shall, to the extent possible and with Developer’s authorization authorization, cancel any pending orders of, or return, any materials or equipment for, or cancel contracts for construction ofassociated with the performance of the EPC Services; provided, such facilities; provided however, that in the event Developer elects not to authorize such cancellationcancellation or return, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Affected Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Affected Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Affected Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Affected Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Affected Transmission Owner may, at its option, retain any portion of such materials, equipment, materials or facilities equipment that Developer chooses not to accept delivery of, in which case Connecting Affected Transmission Owner shall be responsible for all costs associated with procuring such materials or equipment. With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilities.

Termination Costs. ‌ If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities.. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.‌‌

Termination Costs. If a Party elects electsthis Agreement is terminated pursuant to Article 2.3.2 above, the Developer shall be responsible for all costs that are the responsibility of the Developer under this Agreement that are incurred by the Developer or the other Parties through the date the Parties agree in writing to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including includingor through the date of the Developer’s receipt of a notice of termination. Such costs include any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: :. With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities FacilitiesEPC Services that have not yet been constructed or installed, the Connecting Transmission Owner shall Ownerperformed, the Developer shall, to the extent possible and with DeveloperDeveloper’sthe Affected System Operator’s authorization authorization, cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilitiesfacilitiesthe Affected System Upgrade Facilities; provided that in the event Developer Developerthe Affected System Operator elects not to authorize such cancellation, Developer DeveloperAffected System Operator shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner OwnerDeveloper shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer DeveloperAffected System Operator as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts.Affected System Operator’s expense. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner OwnerDeveloper may, at its option, retain any portion of such materials, or equipment, or facilities that Developer that Affected System Operator chooses not to accept delivery of, in which case Connecting Transmission Owner OwnerDeveloper shall be responsible for all costs associated with procuring such materials, or equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilitiesEPC Services already installed or constructedperformed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 2.3 above, the terminating each Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Interconnection Facilities and equipment) or charges assessed by the other PartiesParty, as of the date of the other Parties’ Party's receipt of such notice of termination, that are the responsibility of the terminating Terminating Party under this AgreementCLGIA. In the event of termination by a Party, all the Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this AgreementCLGIA, unless otherwise ordered or approved by FERC: 2.4.1 With respect to any portion of the Connecting Transmission Owner’s Attachment Distribution Provider's Interconnection Facilities that have not yet been constructed or installed, the Connecting Transmission Owner Distribution Provider shall to the extent possible and with Developer’s Interconnection Customer's authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer Interconnection Customer elects not to authorize such cancellation, Developer Interconnection Customer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner Distribution Provider shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer Interconnection Customer as soon as practicable, at Developer’s Interconnection Customer's expense. To the extent that Developer Interconnection Customer has already paid Connecting Transmission Owner Distribution Provider for any or all such costs of materials or equipment not taken by DeveloperInterconnection Customer, Connecting Transmission Owner Distribution Provider shall promptly refund such amounts to DeveloperInterconnection Customer, less any costs, including penalties incurred by the Connecting Transmission Owner Distribution Provider to cancel any pending orders of or return such materials, equipment, or contracts. If Developer an Interconnection Customer terminates this AgreementCLGIA, it shall be responsible for all costs incurred in association with Developer’s that Interconnection Customer's interconnection, including any cancellation costs relating to orders or contracts for Attachment Interconnection Facilities and equipment, and other expenses including any System Upgrade Facilities Distribution Upgrades and System Deliverability Network Upgrades for which the Connecting Transmission Owner Distribution Provider has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilitiesInterconnection Customer.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other PartiesParty, as of the date of the other Parties’ Party’s receipt of such notice of termination, that are is the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all both Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with DeveloperInterconnection Customer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer Interconnection Customer elects not to authorize such cancellation, Developer Interconnection Customer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer Interconnection Customer as soon as practicable, at DeveloperInterconnection Customer’s expense. To the extent that Developer Interconnection Customer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by DeveloperInterconnection Customer, Connecting Transmission Owner shall promptly refund such amounts to DeveloperInterconnection Customer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer Interconnection Customer terminates this Agreement, it shall be responsible for all costs incurred in association with DeveloperInterconnection Customer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the DeveloperInterconnection Customer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer Interconnection Customer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Interconnection Customer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities. Disconnection. Upon termination of this Agreement, Interconnection Customer and Connecting Transmission Owner will take all appropriate steps to disconnect the Interconnection Customer’s Large Generating Facility from the New York State Transmission System. All costs required to effectuate such disconnection shall be borne by the terminating Party, unless such termination resulted from the non-terminating Party’s Default of this Agreement or such non-terminating Party otherwise is responsible for these costs under this Agreement.

Termination Costs. ‌ If a Party elects to terminate this Agreement is terminated pursuant to Article 2.3.1 above, the terminating Party Developers shall pay be responsible for all costs that are the responsibility of the Developers under this Agreement that are incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the Developers or other Parties, as of Parties through the date the Parties agree in writing to terminate this Agreement or the date of the other Parties’ receipt of such a Party’s notice of termination, that are as applicable. Such costs shall be allocated among the Developers using the same methodology as set forth in Article 6 regarding each Developer’s responsibility for the costs of the terminating Party under this AgreementEPC Services, subject to the Developer Common SDU Cost Cap. Such costs include any cancellation costs related to orders or contracts. In the event of termination by a Partytermination, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities EPC Services that have not yet been constructed or installedperformed, the Connecting an Affected Transmission Owner shall shall, to the extent possible and with each Developer’s authorization authorization, cancel any pending orders of, or return, any materials or equipment for, or cancel any contracts for construction ofassociated with the performance of the EPC Services; provided, such facilities; provided however, that in the event a Developer elects not to authorize such cancellation, that Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting relevant Affected Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to the Developer as soon as practicable, at the Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting The relevant Affected Transmission Owner may, at its option, retain any portion of such materials, equipment, materials or facilities equipment that the Developer chooses not to accept delivery of, in which case Connecting that Affected Transmission Owner shall be responsible for all costs associated with procuring such materials or equipment. With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, Developers shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilitiesfacilities subject to each Developer’s share identified in Appendix A. Such costs shall be allocated among the Developers using the same methodology as set forth in Article 6 regarding each Developer’s responsibility for the costs of the EPC Services.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case SERVICE AGREEMENT NO. 2773 Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities.

Termination Costs. ‌ If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party Transmission Developer shall pay be responsible for all costs that are the responsibility of the Transmission Developer under this Agreement that are incurred (including by the Transmission Developer or the other Parties through the date, as applicable, of the other Parties’ receipt of a Party’s notice of termination or of the Parties’ mutual agreement to terminate the agreement. Such costs include any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreementcontracts. In the event of termination by a Partythe Transmission Developer, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Network Upgrade Facilities that have not yet been constructed or installed, but that is being relied upon by other projects in the manner described in Article 11.5 of this Agreement, Transmission Developer shall forfeit any remaining Security in accordance with the requirements in Article 11.5. With respect to any portion of the Network Upgrade Facilities that has not yet been constructed or installed and is not being relied upon by other projects in the manner described in Article 11.5 of this Agreement, the Connecting Transmission Owner shall to the extent possible and with Transmission Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Transmission Developer elects not to authorize such cancellation, Transmission Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Transmission Developer as soon as practicable, at Transmission Developer’s expense. To the extent that Transmission Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Transmission Developer, Connecting Transmission Owner shall promptly refund such amounts to Transmission Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Transmission Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Network Upgrade Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Transmission Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement is terminated pursuant to Article 2.3.1 2.3.2 above, the terminating Party Developers shall pay be responsible for all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party Developers under this Agreement that are incurred by the Developers or other Parties through the date the Parties agree in writing to terminate this Agreement. Such costs shall be allocated among the Developers using the same methodology as set forth in Article 6 regarding each Developer’s responsibility for the costs of the EPC Services, subject to the Developer Common SUF Cost Cap. Such costs include any cancellation costs related to orders or contracts. In the event of termination by a Partytermination, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: SERVICE AGREEMENT NO. 2642 With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities EPC Services that have not yet been constructed or installedperformed, the Connecting Affected Transmission Owner shall shall, to the extent possible and with each Developer’s authorization authorization, cancel any pending orders of, or return, any materials or equipment for, or cancel any contracts for construction ofassociated with the performance of the EPC Services; provided, such facilities; provided however, that in the event a Developer elects not to authorize such cancellation, that Developer shall assume all payment obligations obligations, including reimbursing the other Developers for any payments they have already made, with respect to such materials, equipment, and contracts, and the Connecting Affected Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to the Developer as soon as practicable, at the Developer’s expense. To the extent that Developer has Developers have already paid Connecting Affected Transmission Owner for any or all such costs of materials or equipment not taken by a Developer, Connecting Affected Transmission Owner shall promptly refund such amounts to DeveloperDevelopers, less any costs, including penalties incurred by the Connecting Affected Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting The Affected Transmission Owner may, at its option, retain any portion of such materials, equipment, materials or facilities equipment that the Developer chooses not to accept delivery of, in which case Connecting that Affected Transmission Owner shall be responsible for all costs associated with procuring such materials or equipment. With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, Developers shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilitiesfacilities subject to each Developer’s Invoice Share identified in Appendix A. Such costs shall be allocated among the Developers using the same methodology as set forth in Article 6 regarding each Developer’s responsibility for the costs of the EPC Services.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case SERVICE AGREEMENT NO. 2473 Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities.. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.‌‌

Termination Costs. If a Party elects to terminate this Agreement prior to the In-Service Date pursuant to Article 2.3.1 2.3.2 above, the terminating Party Transmission Developer shall pay be responsible for all costs that are the responsibility of the Transmission Developer under this Agreement that are incurred (including by the Transmission Developer or the other Parties through the date of the non-terminating Party’s or Parties’ receipt of notice of termination under Article 2.3.2. Such costs include any cancellation costs relating to orders or contracts for Attachment Facilities the Affected System Upgrade Facilities, and equipment) or charges assessed other reasonable expenses related to this Agreement for which the Affected System Operator has incurred costs and has not been reimbursed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this AgreementTransmission Developer. In the event of termination by a Partythe Transmission Developer, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Network Upgrade Facilities 1.B that have has not yet been constructed or installed, but that is being relied upon by other projects in the Connecting manner described in Article 6.3 of this Agreement, Transmission Owner Developer shall forfeit any remaining Security in accordance with the requirements in Article 6.3. With respect to any portion of the Affected System Upgrade Facilities that has not yet been constructed or installed and is not being relied upon by other projects in the manner described in Article 6.3 of this Agreement, the Affected System Operator shall to the extent possible and with Transmission Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Transmission Developer elects not to authorize such cancellation, Transmission Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner Affected System Operator shall deliver such material and equipment, and, if necessary, assign such contracts, to Transmission Developer as soon as practicable, at Transmission Developer’s expense. To the extent that Transmission Developer has already paid Connecting Transmission Owner Affected System Operator for any or all such costs of materials or equipment not taken by Transmission Developer, Connecting Transmission Owner Affected System Operator shall promptly refund such amounts to Transmission Developer, less any costs, including penalties incurred by the Connecting Transmission Owner Affected System Operator to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any Affected System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner Operator may, at its option, retain any portion of such materials, equipment, materials or facilities equipment that Transmission Developer chooses not to accept delivery of, in which case Connecting Transmission Owner Affected System Operator shall be responsible for all costs associated with procuring such materials or equipment. SERVICE AGREEMENT NO. 2476 With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, Transmission Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilities.

Termination Costs. If a Party elects electsthis Agreement is terminated pursuant to Article 2.3.2 above, the Developer shall be responsible for all costs that are the responsibility of the Developer under this Agreement that are incurred by the Developer or the other Parties through the date the Parties agree in writing to terminate this Agreement pursuant to Article 2.3.1 2.3.2 above, theor through the terminating date of the Developer’s receipt of a notice of terminationg Party shall pay all all. Such costs incurred (including includinge any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities FacilitiesEPC Services that have not yet been constructed or installed, the Connecting Transmission Owner shall Ownerperformed, the Affected System Operator shall, to the extent possible and with the Developer’s authorization authorization, cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilitiessuchthe Affected System Upgrade fFacilities; provided that in the event the Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner OwnerAffected System Operator shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner OwnerAffected System Operator may, at its option, retain any portion of such materials, or equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner OwnerAffected System Operator shall be responsible for all costs associated with procuring such materials, or equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilitiesEPC Services already installed or constructedperformed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties SERVICE AGREEMENT NO. 2356 shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement prior to the In-Service Date pursuant to Article 2.3.1 2.3.2 above, the terminating Party Transmission Developer shall pay be responsible for all costs that are the responsibility of the Transmission Developer under this Agreement that are incurred (including by the Transmission Developer or the other Parties through the date of the non-terminating Party’s or Parties’ receipt of notice of termination under Article 2.3.2. Such costs include any cancellation costs relating to orders or contracts for Attachment Facilities the Affected System Upgrade Facilities, and equipment) or charges assessed other reasonable expenses related to this Agreement for which the Affected System Operator has incurred costs and has not been reimbursed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this AgreementTransmission Developer. In the event of termination by a Partythe Transmission Developer, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Network Upgrade Facilities 1.B that have has not yet been constructed or installed, but that is being relied upon by other projects in the Connecting manner described in Article 6.3 of this Agreement, Transmission Owner Developer shall forfeit any remaining Security in accordance with the requirements in Article 6.3. With respect to any portion of the Affected System Upgrade Facilities that has not yet been constructed or installed and is not being relied upon by other projects in the manner described in Article 6.3 of this Agreement, the Affected System Operator shall to the extent possible and with Transmission Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Transmission Developer elects not to authorize such cancellation, Transmission Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner Affected System Operator shall deliver such material and equipment, and, if necessary, assign such contracts, to Transmission Developer as soon as practicable, at Transmission Developer’s expense. To the extent that Transmission Developer has already paid Connecting Transmission Owner Affected System Operator for any or all such costs of materials or equipment not taken by Transmission Developer, Connecting Transmission Owner Affected System Operator shall promptly refund such amounts to Transmission Developer, less any costs, including penalties incurred by the Connecting Transmission Owner Affected System Operator to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any Affected System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner Operator may, at its option, retain any portion of such materials, equipment, materials or facilities equipment that Transmission Developer chooses not to accept delivery of, in which case Connecting Transmission Owner Affected System Operator shall be responsible for all costs associated with procuring such materials or equipment. With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, Transmission Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilities.

Termination Costs. If a Party elects to terminate this Agreement is terminated pursuant to Article 2.3.1 2.3.2 above, the terminating Party Developers shall pay be responsible for all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party Developers under this Agreement that are incurred by the Developers or other Parties through the date the Parties agree in writing to terminate this Agreement. Such costs shall be allocated among the Developers using the same methodology as set forth in Article 6 regarding each Developer’s responsibility for the costs of the EPC Services, subject to the Developer Common SUF Cost Cap. Such costs include any cancellation costs related to orders or contracts. In the event of termination by a Partytermination, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities EPC Services that have not yet been constructed or installedperformed, the Connecting Affected Transmission Owner shall shall, to the extent possible and with each Developer’s authorization authorization, cancel any pending orders of, or return, any materials or equipment for, or cancel any contracts for construction ofassociated with the performance of the EPC Services; provided, such facilities; provided however, that in the event a Developer elects not to authorize such cancellation, that Developer shall assume all payment obligations obligations, including reimbursing the other Developers for any payments they have already made, with respect to such materials, equipment, and contracts, and the Connecting Affected Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to the Developer as soon as practicable, at the Developer’s expense. To the extent that Developer has Developers have already paid Connecting Affected Transmission Owner for any or all such costs of materials or equipment not taken by a Developer, Connecting Affected Transmission Owner shall promptly refund such amounts to DeveloperDevelopers, less any costs, including penalties incurred by the Connecting Affected Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting The Affected Transmission Owner may, at its option, retain any portion of such materials, equipment, materials or facilities equipment that the Developer chooses not to accept delivery of, in which case Connecting that Affected Transmission Owner shall be responsible for all costs associated with procuring such materials or equipment. With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, Developers shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilitiesfacilities subject to each Developer’s Invoice Share identified in Appendix A. Such costs shall be allocated among the Developers using the same methodology as set forth in Article 6 regarding each Developer’s responsibility for the costs of the EPC Services.

Termination Costs. If a Party elects this Agreement is terminated pursuant to Article 2.3.2 above, the Interconnection Customers shall be responsible for all costs that are the responsibility of the Interconnection Customers under this Agreement that are incurred by the Interconnection Customers or the other Parties through the date the Parties agree in writing to terminate this Agreement pursuant to or through the date of the Interconnection Customers’ receipt of a notice of termination. Such costs shall be allocated between the Interconnection Customers using the same methodology as set forth in Article 2.3.1 above, 7 regarding each Interconnection Customer’s responsibility for the terminating Party shall pay all costs incurred (including of the EPC Services. Such costs include any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreementcontracts. In the event of termination by a Partythe Interconnection Customers, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: With respect to any portion of the Connecting Transmission Owner’s Attachment Affected System Upgrade Facilities that have has not yet been constructed or installed, the Connecting Transmission Owner Interconnection Customers shall to the extent possible and with Developerthe Affected System Operator’s authorization authorization, cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the SERVICE AGREEMENT NO. 2670 event Developer the Affected System Operator elects not to authorize such cancellation, Developer Affected System Operator shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner Interconnection Customers shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer Affected System Operator as soon as practicable, at DeveloperAffected System Operator’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. Connecting Transmission Owner Interconnection Customers may, at its their option, retain any portion of such materials, equipment, materials or facilities equipment that Developer Affected System Operator chooses not to accept delivery of, in which case Connecting Transmission Owner Interconnection Customers shall be responsible for all costs associated with procuring such materials or equipment. With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, each Interconnection Customer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such related materials, equipment, or facilities, subject to an Interconnection Customer’s Invoice Share identified in Appendix A. Such costs shall be allocated between the Interconnection Customers using the same methodology as set forth in Article 6 regarding each Interconnection Customer’s responsibility for the costs of the EPC Services.

Termination Costs. If a Ifa Party elects to terminate this Agreement pursuant to Article 2.3.1 2.3 above, the terminating each Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Interconnection Facilities and equipment) or charges assessed by the other Parties" another Party, as of the ofthe date of the ofthe other Parties’ Party’s receipt of such ofsuch notice of terminationoftermination, that are the responsibility of the ofthe terminating Party under this AgreementIA. In the event of termination by a Party, all the Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERCIA: 2,4.1 With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities ICIF that have not yet been constructed or installed, the Connecting Transmission Owner Participants shall to the extent possible and with Developer’s the Interconnection Customers authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not Interconnection Customers elect not' to authorize such cancellation, Developer the Interconnection Customers shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner Participants shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer the Interconnection Customers as soon as practicable, at Developer’s Interconnection Customers’ expense. To the extent that Developer has the Interconnection Customers already paid Connecting Transmission Owner the Participants for any or all such costs of materials or equipment not taken by Developerthe Interconnection Customers, Connecting Transmission Owner the Participants shall promptly refund such amounts to Developerthe Interconnection Customers, less any costs, including penalties incurred by the Connecting Transmission Owner Participants to cancel any pending orders of or return such materials, equipment, or contracts. If Developer the Interconnection Customers terminates this AgreementIA, it they shall be responsible for all costs incurred in association with Developer’s interconnectionthe interconnection of the Xxxxxx - PP Line with the Xxxxxx SOOkV Switchyard, including any any. cancellation costs relating to orders or contracts for Attachment Facilities PIF and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has Participants have incurred expenses and has have not been reimbursed by the DeveloperInterconnection Customers. Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities.■