Common use of Interconnection Costs Clause in Contracts

Interconnection Costs. (a) The Parties hereby agree to cooperate in good faith to evaluate interconnection studies and share information related to the timing and costs of the Project interconnection. Without limiting the generality of the foregoing, Sellers shall (i) promptly upon receipt thereof, provide copies of all studies and other communications received from MISO or any other RTO or transmission owner with respect to MISO Interconnection Queue Request J457; (ii) promptly provide Buyer with copies all drafts of the New GIA and any facility construction agreements received from MISO or the applicable transmission owner prior to Closing; (iii) provide Buyer a period of not less than ten (10) days following Buyer’s receipt from Sellers of copies of such draft documents to review and comment on such draft documents; and (iv) allow Buyer to participate in any telephone calls or negotiating sessions regarding the same. (b) If the Existing GIA is assigned to Buyer at Closing pursuant to Section 2.1, then (i) Sellers shall bear, and Buyer shall have no obligation with respect to, the historic costs associated with the Existing GIA prior to the Closing, (ii) Buyer shall bear 100% of any additional costs assessed by MISO with respect to the Existing GIA following the Closing, and (iii) Sellers shall be entitled to any MISO refunds arising from the pre-Closing termination or withdrawal of MISO Interconnection Queue Request J457. (c) From time to time as the study process associated with MISO Interconnection Queue Request J457 progresses, Buyer and Sellers will in good faith consider whether the NRIS Interconnection Costs or the ERIS Interconnection Costs will be lower, and if the ERIS Interconnection Costs are lower, consider whether Sellers should amend MISO Interconnection Queue Request J457 to request “ERIS;” provided, that Buyer acknowledges and agrees that the final decision as to whether to amend MISO Interconnection Queue Request J457 shall be in the sole discretion of Sellers; provided, further, that if (i) Buyer requests that Sellers amend MISO Interconnection Queue Request J457 to request “ERIS,” (ii) at the time Buyer requests “ERIS,” the ERIS Interconnection Costs are estimated to be lower than the NRIS Interconnection Costs, and (iii) Sellers do not amend MISO Interconnection Queue Request J457 to request “ERIS” prior to the expiration of the time during which such amendment is permitted, then, notwithstanding Sections 6.10(d) and (e), Sellers agree to pay all Interconnection Costs in excess of the ERIS Interconnection Costs. (d) Subject to Section 6.10(c), if, following completion of all system impact and facilities studies, the Estimated Interconnection Costs exceed $[**] (such excess amount, the “Excess Interconnection Costs”), this Agreement shall automatically terminate within thirty (30) days after such determination unless any Party provides written notice to the other Parties within such 30-day period that it will pay such Excess Interconnection Costs. For the avoidance of doubt, the Parties agree that the Estimated Interconnection Costs cannot be determined prior to completion of all system impact and facilities studies associated with MISO Interconnection Queue Request J457. (e) Subject to Section 6.10(c), if the New GIA is assigned to Buyer at Closing pursuant to Section 2.1, then the responsibility for the Interconnection Costs shall be as follows: (i) Buyer shall pay all Interconnection Costs up to the base cost of $[**]. (ii) If the Interconnection Costs are between $[**] and $[**], such incremental costs shall be paid one-half by Buyer and one-half by Sellers. (iii) If the Interconnection Costs exceed an amount equal to the higher of (A) $[**] or (B) any higher amount agreed to be paid by a Party pursuant to Section 6.10(d)), then Buyer will pay the amount of such excess. (iv) If Sellers make a cash payment of any portion of the Interconnection Costs owed by Buyer pursuant to this Section 6.10(e) prior to Closing, and have not received a refund of such amount, Buyer shall reimburse Sellers for such amounts at Closing. If Sellers subsequently receive a refund of any amounts reimbursed by Buyer, Sellers shall pay such refund to Buyer. If Buyer pays any portion of the costs associated with the interconnection studies for MISO Interconnection Queue Request J457 (whether before or after Closing), Sellers shall promptly reimburse Buyer for such amount upon request. Any difference between the Estimated Interconnection Costs and the actual Interconnection Costs incurred shall be trued up between the Parties at the Commercial Operation Date; provided, that (A) subject to Sections 6.10(c) and (d), following the Closing Buyer shall bear all Excess Interconnection Costs and (B) following the Commercial Operation Date, Buyer shall (1) bear any new interconnection costs in addition to those known and allocated between the parties before such date and (2) be entitled to receive 100% of any refunds related to the New GIA that aren’t known as of the Commercial Operation Date. _____________________________ (v) Sellers shall be entitled to any MISO refunds arising from termination or withdrawal of the Existing GIA.

Interconnection Costs. (a) The Parties hereby agree to cooperate in good faith to evaluate interconnection studies and share information related to the timing and costs of the Project interconnection. Without limiting the generality of the foregoing, Sellers shall (i) promptly upon receipt thereof, provide copies of all studies and other communications received from MISO or any other RTO or transmission owner with respect to MISO Interconnection Queue Request J457; (ii) promptly provide Buyer with copies all drafts of the New GIA and any facility construction agreements received from MISO or the applicable transmission owner prior to Closing; (iii) provide Buyer a period of not less than ten (10) days following Buyer’s receipt from Sellers of copies of such draft documents to review and comment on such draft documents; and (iv) allow Buyer to participate in any telephone calls or negotiating sessions regarding the same. (b) If the Existing GIA is assigned to Buyer at Closing pursuant to Section 2.1, then (i) Sellers shall bear, and Buyer shall have no obligation with respect to, the historic costs associated with the Existing GIA prior to the Closing, (ii) Buyer shall bear 100% of any additional costs assessed by MISO with respect to the Existing GIA following the Closing, and (iii) Sellers shall be entitled to any MISO refunds arising from the pre-Closing termination or withdrawal of MISO Interconnection Queue Request J457. (c) From time to time as the study process associated with MISO Interconnection Queue Request J457 progresses, Buyer and Sellers will in good faith consider whether the NRIS Interconnection Costs or the ERIS Interconnection Costs will be lower, and if the ERIS Interconnection Costs are lower, consider whether Sellers should amend MISO Interconnection Queue Request J457 to request “ERIS;” provided, that Buyer acknowledges and agrees that the final decision as to whether to amend MISO Interconnection Queue Request J457 shall be in the sole discretion of Sellers; provided, further, that if (i) Buyer requests that Sellers amend MISO Interconnection Queue Request J457 to request “ERIS,” (ii) at the time Buyer requests “ERIS,” the ERIS Interconnection Costs are estimated to be lower than the NRIS Interconnection Costs, and (iii) Sellers do not amend MISO Interconnection Queue Request J457 to request “ERIS” prior to the expiration of the time during which such amendment is permitted, then, notwithstanding Sections 6.10(d) and (e), Sellers agree to pay all Interconnection Costs in excess of the ERIS Interconnection Costs. (d) Subject to Section 6.10(c), if, following completion of all system impact and facilities studies, the Estimated Interconnection Costs exceed $[**] (such excess amount, the “Excess Interconnection Costs”), this Agreement shall automatically terminate within thirty (30) days after such determination unless any Party provides written notice to the other Parties within such 30-day period that it will pay such Excess Interconnection Costs. For the avoidance of doubt, the Parties agree that the Estimated Interconnection Costs cannot be determined prior to completion of all system impact and facilities studies associated with MISO Interconnection Queue Request J457. (e) Subject to Section 6.10(c), if the New GIA is assigned to Buyer at Closing pursuant to Section 2.1, then the The responsibility for the Interconnection Costs shall be as follows: (iA) Buyer shall pay be responsible for all Interconnection Costs up to the base cost of $[**]. (iiB) If the Interconnection Costs are between $[**] and $[**], responsibility for such incremental costs shall be paid borne one-half by Buyer and one-half by Sellers. (iiiC) Sellers shall be responsible for all Interconnection Costs in excess of [**] but less than [**]. (D) If the Interconnection Costs are between [**] and [**], responsibility for such incremental costs shall be borne one-half by Buyer and one-half by Sellers (E) If after Closing, actual Interconnection Costs exceed an amount equal to the higher of (A) $[**] or (B) any higher amount agreed to be paid by a Party pursuant to Section 6.10(d)), then Buyer will pay be responsible for the amount of such excess. (ivF) If Sellers make a cash payment For the avoidance of any portion of the Interconnection Costs owed by Buyer pursuant to this Section 6.10(e) prior to Closing, and have not received a refund of such amount, Buyer shall reimburse Sellers for such amounts at Closing. If Sellers subsequently receive a refund of any amounts reimbursed by Buyerdoubt, Sellers shall pay such refund to Buyer. If Buyer pays any portion of the bear full responsibility for all costs and expenses associated with the interconnection studies for Existing GIA and all costs and expenses related to the MISO Interconnection Queue Request J457 G359 except as expressly set forth in the definition of the term Interconnection Costs. (whether before or after Closing), Sellers shall promptly reimburse Buyer for such amount upon request. Any difference between the Estimated ii) Payments of Interconnection Costs and the actual Interconnection Costs incurred shall be trued up between the Parties at the Commercial Operation Date; provided, that settled as follows: (A) subject Buyer shall replace any letter of credit previously delivered by Sellers to Sections 6.10(cMISO or a transmission owner to secure any Interconnection Costs (if applicable) and (d), following request any such previous letter of credit to be released by MISO or such transmission owner within two Business Days of the Closing Buyer shall bear all Excess Interconnection Costs and Closing. (B) following During the Commercial Operation period from the Closing Date to the Interconnection Final Payment Date, Buyer shall at the time that any payment of Interconnection Costs is due, either (1I) bear any new interconnection costs in addition to those known and allocated between the parties before such date and (2) be entitled to receive 100% of any refunds related to the New GIA that aren’t known as of the Commercial Operation Date. _____________________________ (v) Sellers payment shall be entitled to any MISO refunds arising from termination or withdrawal of made pro rata by Sellers on the Existing GIA.one hand and Buyer on the other in accordance with their respective responsibility for such amount, or

Interconnection Costs. (a) The Parties hereby agree to cooperate in good faith to evaluate interconnection studies and share information related Each Party shall be responsible for its credit support obligations with respect to the timing Project’s interconnection as set forth on Exhibit AU. Other than such credit support obligations, Buyer shall be responsible for all interconnection costs relating to facilities beyond the Point of Change of Ownership, including Network Upgrades (including Stand Alone Network Upgrades), Affected System upgrades, Distribution Upgrades, Generator Upgrades, Transmission Owner's Interconnection Facilities and costs of System Protection Facilities (such terms all as defined in the Project interconnection. Without limiting the generality Transmission Provider's open access tariff), and all security deposits paid in connection with any of the foregoing, Sellers in each case, including any such amounts provided for in the Interconnection Agreement or the Interconnection Facilities Construction Agreement. Buyer shall pay such amounts directly to, and post such security directly with, the Transmission Provider or other applicable Person (iexcept to the extent such payments or security are Seller’s responsibility in Exhibit AU). In the event, Seller makes any such payments or posts any such security (except to the extent such payments or security are Seller’s responsibility in Exhibit AU), Buyer shall promptly reimburse Seller therefor, including that, at the NTP Closing, Buyer shall reimburse Seller for any such payments made or security posted by Seller on or before the NTP Closing (except to the extent such payments or security are Seller’s responsibility in Exhibit AU). Buyer shall use its reasonable best efforts to substitute or replace any Credit Support of Seller specified on Exhibit AU with Credit Support that is acceptable to the beneficiary thereof (i.e., the party listed in the column “Supplier” in Exhibit AU) promptly upon receipt thereofin accordance with the applicable agreement specified on Exhibit AU, provide copies of all studies and other communications received from MISO with such replacement or any other RTO or transmission owner with respect to MISO Interconnection Queue Request J457; (ii) promptly provide Buyer with copies all drafts substitute Credit Support that results in the release and discharge of the New GIA and any facility construction agreements received from MISO or applicable Credit Support of Seller at the applicable transmission owner prior to NTP Closing; (iii) provide Buyer a period of not less than ten (10) days following Buyer’s receipt from Sellers of copies of such draft documents to review and comment on such draft documents; and (iv) allow Buyer to participate in any telephone calls or negotiating sessions regarding the same. (b) If the Existing GIA is assigned to Buyer at Closing pursuant to Section 2.1, then (i) Sellers shall bear, and Buyer shall have no obligation with respect to, the historic costs associated with the Existing GIA prior to the Closing, (ii) Buyer shall bear 100% of any additional costs assessed by MISO with respect to the Existing GIA following the Closing, and (iii) Sellers shall be entitled to any MISO refunds arising from the pre-Closing termination or withdrawal of MISO Interconnection Queue Request J457. (c) From time to time as the study process associated with MISO Interconnection Queue Request J457 progresses, Buyer and Sellers will in good faith consider whether the NRIS Interconnection Costs or the ERIS Interconnection Costs will be lower, and if the ERIS Interconnection Costs are lower, consider whether Sellers should amend MISO Interconnection Queue Request J457 to request “ERIS;” provided, that Buyer acknowledges and agrees that the final decision as to whether to amend MISO Interconnection Queue Request J457 shall be in the sole discretion of Sellers; provided, furtherhowever, in the event Buyer is unable to replace any cash Credit Support of Seller with noncash Credit Support within five (5) Business Days of NTP Closing, then Buyer shall pay to Seller on such fifth Business Day following NTP Closing, an amount equal to Seller’s cash Credit Support and assume all of Seller’s right, title and interest in and to such cash Credit Support previously funded by Seller. To the extent that if (i) Buyer requests that Sellers amend MISO Interconnection Queue Request J457 ▇▇▇▇▇ makes a payment to request “ERIS,” (ii) at the time Buyer requests “ERIS,” the ERIS Interconnection Costs are estimated to be lower than the NRIS Interconnection Costs, and (iii) Sellers do not amend MISO Interconnection Queue Request J457 to request “ERIS” prior Seller pursuant to the expiration foregoing proviso, Seller shall promptly (and in any event, within five (5) Business Days of the time during which such amendment is permitted, then, notwithstanding Sections 6.10(d) and (ereceipt thereof), Sellers agree pay to pay all Interconnection Costs Buyer any amounts actually refunded to Seller in excess connection with such Credit Support after receipt of payment from Buyer. Seller shall use reasonable best efforts to assist Buyer in connection with the ERIS Interconnection Costs. (d) Subject to Section 6.10(c)foregoing, ifincluding, following completion of all system impact but not limited to, facilitating communication between Buyer and facilities studies, the Estimated Interconnection Costs exceed $[**] (such excess amount, the “Excess Interconnection Costs”), this Agreement shall automatically terminate within beneficiary regarding replacement Credit Support at least thirty (30) days after such determination unless any Party provides written notice in advance of the NTP Closing. For purposes of the foregoing, “Credit Support” shall mean letters of credit, cash deposits, guarantees, deposits, bonds, or other financial security arrangements or credit support arrangements. Prior to NTP Closing, Seller shall use its reasonable best efforts to complete its obligations as specified on Exhibit AU as follows: (a) obtain reimbursement from the Transmission Provider for all amounts of the M2 Deposit, M3 Deposit and M4 Deposit in the amounts listed within Exhibit AU; (b) negotiate and execute amendments to the other Parties within such 30-day period that it will pay such Excess Consumers Energy Company Facilities Construction Agreement with the Transmission Owner and the Interconnection Costs. For the avoidance of doubt, the Parties agree Agreement to ensure that the Estimated Interconnection Costs cannot be determined prior to completion of all system impact and facilities studies associated with MISO Interconnection Queue Request J457. (e) Subject to Section 6.10(c), if the New GIA is assigned to Buyer at Closing pursuant to Section 2.1, then the responsibility for the Interconnection Costs shall be Facilities are included as follows: (i) Buyer shall pay all Interconnection Costs up to the base cost of $[**]. (ii) If the Interconnection Costs are between $[**] and $[**], such incremental costs shall be paid one-half by Buyer and one-half by Sellers. (iii) If the Interconnection Costs exceed an amount equal to the higher of (A) $[**] or (B) any higher amount agreed to be paid by a Party pursuant to Section 6.10(d)), then Buyer will pay the amount of such excess. (iv) If Sellers make a cash payment of any portion part of the Interconnection Costs owed by Agreement, not such Facilities Construction Agreement with the Transmission Owner; and (c) obtain reimbursement from the Transmission Provider of the Study Deposit in the amount listed within Exhibit AU (identified on Exhibit AU as the “Refund for Remaining Study Deposit Balance”) after Buyer pursuant to this Section 6.10(e) prior to Closing, and have not received a refund obtains Credit Support that is inclusive of such amount, Buyer shall reimburse Sellers for such amounts at Closing. If Sellers subsequently receive a refund of any amounts reimbursed by Buyer, Sellers shall pay such refund to Buyer. If Buyer pays any portion of the costs associated with the interconnection studies for MISO Interconnection Queue Request J457 (whether before On or after NTP Closing), Sellers shall promptly reimburse Buyer ▇▇▇▇▇ is responsible for such amount upon request. Any difference between the Estimated Interconnection Costs and the actual Interconnection Costs incurred shall be trued up between the Parties at the Commercial Operation Date; provided, that (A) subject to Sections 6.10(c) and (d), following the Closing Buyer shall bear all Excess Interconnection Costs and (B) following the Commercial Operation Date, Buyer shall (1) bear any new interconnection costs in addition to those known and allocated between the parties before such date and (2) be entitled to receive 100% of any refunds related financial obligations remaining with regards to the New GIA that aren’t known as of the Commercial Operation Date. _____________________________ (v) Sellers shall be entitled to any MISO refunds arising from termination or withdrawal of the Existing GIATransmission Provider and Transmission Owner.