Common use of of the GIP Clause in Contracts

of the GIP. Interconnection System Impact Study shall mean an engineering study conducted by the Distribution Provider for an Interconnection Customer under the Independent Study Process that evaluates the impact of the proposed interconnection on the safety and reliability of Distribution Provider's Distribution System and, if applicable, an Affected System. The scope of the study is defined in GIP Section 5.8.1.1. IRS shall mean the Internal Revenue Service. ISO shall mean the California Independent System Operator Corporation, a state- chartered, nonprofit, corporation that controls certain transmission facilities of all Participating Transmission Owners and dispatches certain generating units and loads. ISO Grid shall mean the system of transmission lines and associated facilities of the Participating Transmission Owners that have been placed under the ISO’s operational control. ISO Tariff shall mean the California Independent System Operator Corporation Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time, and accepted by the FERC. ISO’s Generator Interconnection Procedures (ISO Tariff GIP) shall mean the procedures included in Appendix Y of the ISO Tariff to interconnect a Generating Facility directly to the ISO Grid, as such procedures may be modified from time to time, and accepted by the Commission. ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it in Attachment J of the Tariff. Local Deliverability Constraint shall mean a Transmission System operating limit that would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to one or more additional generating facilities interconnecting to the ISO Grid in a specific local area, and that is not an Area Deliverability Constraint. Local Delivery Network Upgrades shall mean a transmission upgrade or addition identified by the ISO to relieve a Local Deliverability Constraint. Local Delivery Network Upgrades Cost shall mean the Interconnection Customer’s allocated share of all costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of the Local Delivery Network Upgrades constructed and owned by the Distribution Provider. The Local Delivery Network Upgrades Cost is provided in Section 5 of Appendix A to the GIA. Loss shall mean any and all losses relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's performance, or non-performance of its obligations under the GIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying Party. Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to the GIA at the metering points, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment, phone lines, and fiber optics. NERC shall mean the North American Electric Reliability Corporation or its successor organization. Network Upgrades shall mean Delivery Network Upgrades and Reliability Network Upgrades. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with the GIA or its performance.

of the GIP. Interconnection System Impact Study shall mean an engineering study conducted by the Distribution Provider for an Interconnection Customer under the Independent Study Process that evaluates the impact of the proposed interconnection on the safety and reliability of Distribution Provider's Distribution System and, if applicable, an Affected System. The scope of the study is defined in GIP Section 5.8.1.1. IRS shall mean the Internal Revenue Service. ISO shall mean the California Independent System Operator Corporation, a state- chartered, nonprofit, corporation that controls certain transmission facilities of all Participating Transmission Owners and dispatches certain generating units and loads. ISO Grid shall mean the system of transmission lines and associated facilities of the Participating Transmission Owners that have been placed under the ISO’s operational control. ISO Tariff shall mean the California Independent System Operator Corporation Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time, and accepted by the FERC. ISO’s Generator Interconnection Procedures (ISO Tariff GIP) shall mean the procedures included in Appendix Y of the ISO Tariff to interconnect a Generating Facility directly to the ISO Grid, as such procedures may be modified from time to time, and accepted by the Commission. ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it in Attachment J of the Tariff. Local Deliverability Constraint shall mean a Transmission System operating limit that would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to one or more additional generating facilities interconnecting to the ISO Grid in a specific local area, and that is not an Area Deliverability Constraint. Local Delivery Network Upgrades shall mean a transmission upgrade or addition identified by the ISO to relieve a Local Deliverability Constraint. Local Delivery Network Upgrades Cost shall mean the Interconnection Customer’s allocated share of all costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of the Local Delivery Network Upgrades constructed and owned by the Distribution Provider. The Local Delivery Network Upgrades Cost is provided in Section 5 of Appendix A to the GIA. Loss shall mean any and all losses relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's performance, or non-performance of its obligations under the GIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying Party. Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to the GIA at the metering points, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment, phone lines, and fiber optics. NERC shall mean the North American Electric Reliability Corporation or its successor organization. Network Upgrades shall mean Delivery Network Upgrades and Reliability Network Upgrades. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with the GIA or its performance.

of the GIP. Interconnection System Impact Study Operational Control shall mean the rights of the ISO under the Transmission Control Agreement and the ISO Tariff to direct the parties to the Transmission Control Agreement how to operate their transmission lines and facilities and other electric plant affecting the reliability of those lines and facilities for the purpose of affording comparable non-discriminatory transmission access and meeting applicable reliability criteria. Participating Transmission Owner shall mean an engineering study conducted entity which (i) owns, operates, and maintains transmission lines and associated facilities and/or has entitlements to use certain transmission lines and associated facilities and (ii) has transferred to the ISO operational control of such facilities and/or entitlements to be made part of the ISO Grid. Party or Parties shall mean Distribution Provider, Distribution Owner, Interconnection Customer or any combination of the above. Point of Change of Ownership shall mean the point, as set forth in Appendix A to the GIA, where the Interconnection Customer's Interconnection Facilities connect to the Distribution Provider's Interconnection Facilities. Point of Interconnection shall mean the point, as set forth in Appendix A to the GIA, where the Interconnection Facilities connect to the Distribution Provider's Distribution System. Pre-Construction Activities shall mean the actions by the Distribution Provider Provider, other than those required by an Engineering and Procurement Agreement under Section 8 of the GIP, undertaken prior to Construction Activities in order to prepare for the construction of the Distribution Provider's Interconnection Facilities, Distribution Upgrades, or Network Upgrades assigned to the Interconnection Customer, including, but not limited to, preliminary engineering, permitting activities, environmental analysis, or other activities specifically needed to obtain governmental approvals for the Distribution Provider's Interconnection Facilities, Distribution Upgrades, or Network Upgrades. Reasonable Efforts shall mean, with respect to an Interconnection Customer action required to be attempted or taken by a Party under the Independent Study Process GIA, efforts that evaluates are timely and consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its own interests. Reliability Network Upgrades shall mean the impact of transmission facilities at or beyond the proposed interconnection on point where the safety and reliability of Distribution Provider's Distribution System and, if applicable, an Affected System. The scope of the study is defined in GIP Section 5.8.1.1. IRS shall mean the Internal Revenue Service. ISO shall mean the California Independent System Operator Corporation, a state- chartered, nonprofit, corporation that controls certain transmission facilities of all Participating Transmission Owners and dispatches certain generating units and loads. ISO Grid shall mean the system of transmission lines and associated facilities of the Participating Transmission Owners that have been placed under the ISO’s operational control. ISO Tariff shall mean the California Independent System Operator Corporation Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time, and accepted by the FERC. ISO’s Generator Interconnection Procedures (ISO Tariff GIP) shall mean the procedures included in Appendix Y of the ISO Tariff to interconnect a Generating Facility directly interconnects to the ISO Grid, as such procedures may be modified from time necessary to time, and accepted by the Commission. ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it in Attachment J of the Tariff. Local Deliverability Constraint shall mean a Transmission System operating limit that would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to interconnect one or more additional generating facilities interconnecting Generating Facility(ies) safely and reliably to the ISO Grid in a specific local areaGrid, and that is which would not an Area Deliverability Constrainthave been necessary but for the interconnection of one or more Generating Facility(ies), including Network Upgrades necessary to remedy short circuit or stability problems, or thermal overloads. Local Delivery Reliability Network Upgrades shall mean a transmission upgrade only be deemed necessary for thermal overloads, occurring under any system condition, where such thermal overloads cannot be adequately mitigated through the ISO's congestion management, operating procedures, or addition special protection systems based on the characteristics of the Generating Facilities included in the interconnection Studies, limitations on market models, systems, or information, or other factors specifically identified by in the ISO to relieve a Local Deliverability ConstraintInterconnection Studies. Local Delivery Reliability Network Upgrades Cost shall mean the Interconnection Customer’s allocated share of all costsalso include, excluding One-Time Cost, determined by the Distribution Provider to be associated consistent with the designApplicable Reliability Council's practice and Applicable Reliability Standards, engineering, procurement, construction and installation of the Local Delivery Network Upgrades constructed and owned by the Distribution Provider. The Local Delivery Network Upgrades Cost is provided in Section 5 of Appendix A facilities necessary to the GIA. Loss shall mean mitigate any and all losses relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's performance, or non-performance of its obligations under the GIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying Party. Material Modification shall mean those modifications that have a material adverse impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to the GIA at the metering points, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment, phone lines, and fiber optics. NERC shall mean the North American Electric Facility's interconnection may have on a path's Applicable Reliability Corporation or its successor organization. Network Upgrades shall mean Delivery Network Upgrades and Reliability Network Upgrades. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with the GIA or its performanceCouncil rating.

of the GIP. Interconnection System Impact Study shall mean an engineering study conducted by the Distribution Provider for an Interconnection Customer under the Independent Study Process that evaluates the impact of the proposed interconnection on the safety and reliability of Distribution Provider's Distribution System and, if applicable, an Affected System. The scope of the study is defined in GIP Section 5.8.1.1. IRS shall mean the Internal Revenue Service. ISO shall mean the California Independent System Operator Corporation, a state- chartered, nonprofit, corporation that controls certain transmission facilities of all Participating Transmission Owners and dispatches certain generating units and loads. ISO Grid shall mean the system of transmission lines and associated facilities of the Participating Transmission Owners that have been placed under the ISO’s operational controlOperational Control. ISO Tariff shall mean the California Independent System Operator Corporation Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time, and accepted by the FERC. ISO’s Generator Interconnection Procedures (ISO Tariff GIP) shall mean the procedures included in Appendix Y of the ISO Tariff to interconnect a Generating Facility directly to the ISO Grid, as such procedures may be modified from time to time, and accepted by the Commission. ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it in Attachment J of the Tariff. Local Deliverability Constraint shall mean a Transmission System operating limit that would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to one or more additional generating facilities interconnecting to the ISO Grid in a specific local area, and that is not an Area Deliverability Constraint. Local Delivery Network Upgrades shall mean a transmission upgrade or addition identified by the ISO to relieve a Local Deliverability Constraint. Local Delivery Network Upgrades Cost shall mean the Interconnection Customer’s allocated share of all costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of the Local Delivery Network Upgrades constructed and owned by the Distribution Provider. The Local Delivery Network Upgrades Cost is provided in Section 5 of Appendix A to the GIA. Loss shall mean any and all losses relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's performance, or non-performance of its obligations under the GIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying Party. Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to the GIA at the metering points, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment, phone lines, and fiber optics. NERC shall mean the North American Electric Reliability Corporation Council or its successor organization. Network Upgrades Fpgrades shall mean Delivery Network Upgrades and Reliability Network Upgrades. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with the GIA or its performance.

of the GIP. Interconnection System Impact Study Operational Control shall mean the rights of the ISO under the Transmission Control Agreement and the ISO Tariff to direct the parties to the Transmission Control Agreement how to operate their transmission lines and facilities and other electric plant affecting the reliability of those lines and facilities for the purpose of affording comparable non-discriminatory transmission access and meeting applicable reliability criteria. Participating Transmission Owner shall mean an engineering study conducted by the Distribution Provider for an Interconnection Customer under the Independent Study Process that evaluates the impact of the proposed interconnection on the safety entity which (i) owns, operates, and reliability of Distribution Provider's Distribution System and, if applicable, an Affected System. The scope of the study is defined in GIP Section 5.8.1.1. IRS shall mean the Internal Revenue Service. ISO shall mean the California Independent System Operator Corporation, a state- chartered, nonprofit, corporation that controls certain transmission facilities of all Participating Transmission Owners and dispatches certain generating units and loads. ISO Grid shall mean the system of maintains transmission lines and associated facilities and/or has entitlements to use certain transmission lines and associated facilities and (ii) has transferred to the ISO operational control of such facilities and/or entitlements to be made part of the Participating Transmission Owners that have been placed under ISO Grid. Party or Parties shall mean Distribution Provider, Distribution Owner, Interconnection Customer or any combination of the ISO’s operational controlabove. ISO Tariff Point of Change of Ownership shall mean the California Independent System Operator Corporation Operating Agreement and Tariff, dated March 31, 1997point, as it may be modified from time set forth in Appendix A to timethe GIA, and accepted by where the FERCInterconnection Customer's Interconnection Facilities connect to the Distribution Provider's Interconnection Facilities. ISO’s Generator Point of Interconnection Procedures (ISO Tariff GIP) shall mean the procedures included point, as set forth in Appendix Y A to the GIA, where the Interconnection Facilities connect to the Distribution Provider's Distribution System. Pre-Construction Activities shall mean the actions by the Distribution Provider, other than those required by an Engineering and Procurement Agreement under Section 8 of the ISO Tariff GIP, undertaken prior to interconnect Construction Activities in order to prepare for the construction of the Distribution Provider’s Interconnection Facilities, Distribution Upgrades, or Network Upgrades assigned to the Interconnection Customer, including, but not limited to, preliminary engineering, permitting activities, environmental analysis, or other activities specifically needed to obtain governmental approvals for the Distribution Provider’s Interconnection Facilities, Distribution Upgrades, or Network Upgrades. Reasonable Efforts shall mean, with respect to an action required to be attempted or taken by a Generating Facility directly Party under the GIA, efforts that are timely and consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its own interests. Reliability Network Fpgrades shall mean the transmission facilities at or beyond the point where the Distribution Provider’s Distribution System interconnects to the ISO Grid, as such procedures may be modified from time necessary to time, and accepted by the Commission. ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it in Attachment J of the Tariff. Local Deliverability Constraint shall mean a Transmission System operating limit that would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to interconnect one or more additional generating facilities interconnecting Generating Facility(ies) safely and reliably to the ISO Grid in a specific local areaGrid, and that is which would not an Area Deliverability Constrainthave been necessary but for the interconnection of one or more Generating Facility(ies), including Network Upgrades necessary to remedy short circuit or stability problems, or thermal overloads. Local Delivery Reliability Network Upgrades shall mean a transmission upgrade only be deemed necessary for thermal overloads, occurring under any system condition, where such thermal overloads cannot be adequately mitigated through the ISO’s congestion management, operating procedures, or addition special protection systems based on the characteristics of the Generating Facilities included in the interconnection Studies, limitations on market models, systems, or information, or other factors specifically identified by in the ISO to relieve a Local Deliverability ConstraintInterconnection Studies. Local Delivery Reliability Network Upgrades Cost shall mean the Interconnection Customer’s allocated share of all costsalso include, excluding One-Time Cost, determined by the Distribution Provider to be associated consistent with the designApplicable Reliability Council’s practice and Applicable Reliability Standards, engineering, procurement, construction and installation of the Local Delivery Network Upgrades constructed and owned by the Distribution Provider. The Local Delivery Network Upgrades Cost is provided in Section 5 of Appendix A facilities necessary to the GIA. Loss shall mean mitigate any and all losses relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's performance, or non-performance of its obligations under the GIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying Party. Material Modification shall mean those modifications that have a material adverse impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to the GIA at the metering points, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment, phone lines, and fiber optics. NERC shall mean the North American Electric Facility’s interconnection may have on a path’s Applicable Reliability Corporation or its successor organization. Network Upgrades shall mean Delivery Network Upgrades and Reliability Network Upgrades. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with the GIA or its performanceCouncil rating.

of the GIP. Interconnection System Impact Study shall mean an engineering study conducted by the Distribution Provider for an Interconnection Customer under the Independent Study Process that evaluates the impact of the proposed interconnection on the safety and reliability of Distribution Provider's Distribution System and, if applicable, an Affected System. The scope of the study is defined in GIP Section 5.8.1.1. IRS shall mean the Internal Revenue Service. ISO shall mean the California Independent System Operator Corporation, a state- chartered, nonprofit, corporation that controls certain transmission facilities of all Participating Transmission Owners and dispatches certain generating units and loads. ISO Grid shall mean the system of transmission lines and associated facilities of the Participating Transmission Owners that have been placed under the ISO’s operational control. ISO Tariff shall mean the California Independent System Operator Corporation Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time, and accepted by the FERC. ISO’s Generator Interconnection Procedures (ISO Tariff GIP) shall mean the procedures included in Appendix Y of the ISO Tariff to interconnect a Generating Facility directly to the ISO Grid, as such procedures may be modified from time to time, and accepted by the Commission. ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it in Attachment J of the Tariff. Local Deliverability Constraint shall mean a Transmission System operating limit that would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to one or more additional generating facilities interconnecting to the ISO Grid in a specific local area, and that is not an Area Deliverability Constraint. Local Delivery Network Upgrades shall mean a transmission upgrade or addition identified by the ISO to relieve a Local Deliverability Constraint. Local Delivery Network Upgrades Cost shall mean the Interconnection Customer’s allocated share of all costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of the Local Delivery Network Upgrades constructed and owned by the Distribution Provider. The Local Delivery Network Upgrades Cost is provided in Section 5 of Appendix A to the GIA. Loss shall mean any and all losses relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's performance, or non-performance of its obligations under the GIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying indemnified Party. Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to the GIA at the metering points, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment, phone lines, and fiber optics. NERC shall mean the North American Electric Reliability Corporation or its successor organization. Network Upgrades shall mean Delivery Network Upgrades and Reliability Network Upgrades. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with the GIA or its performance.

of the GIP. Interconnection System Impact Study shall mean an engineering study conducted by the Distribution Provider for an Interconnection Customer under the Independent Study Process that evaluates the impact of the proposed interconnection on the safety and reliability of Distribution Provider's Distribution System and, if applicable, an Affected System. The scope of the study is defined in GIP Section 5.8.1.1. IRS shall mean the Internal Revenue Service. ISO shall mean the California Independent System Operator Corporation, a state- chartered, nonprofit, corporation that controls certain transmission facilities of all Participating Transmission Owners and dispatches certain generating units and loads. ISO Grid shall mean the system of transmission lines and associated facilities of the Participating Transmission Owners that have been placed under the ISO’s operational control. ISO Tariff shall mean the California Independent System Operator Corporation Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time, and accepted by the FERC. ISO’s Generator Interconnection Procedures (ISO Tariff GIP) shall mean the procedures included in Appendix Y of the ISO Tariff to interconnect a Generating Facility directly to the ISO Grid, as such procedures may be modified from time to time, and accepted by the Commission. ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it in Attachment J of the Tariff. Local Deliverability Constraint shall mean a Transmission System operating limit that would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to one or more additional generating facilities interconnecting to the ISO Grid in a specific local area, and that is not an Area Deliverability Constraint. Local Delivery Network Upgrades shall mean a transmission upgrade or addition identified by the ISO to relieve a Local Deliverability Constraint. Local Delivery Network Upgrades Cost shall mean the Interconnection Customer’s allocated share of all costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of the Local Delivery Network Upgrades constructed and owned by the Distribution Provider. The Local Delivery Network Upgrades Cost is provided in Section 5 of Appendix A to the GIA. Loss shall mean any and all losses relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's performance, or non-performance of its obligations under the GIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying Party. Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to the GIA at the metering points, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment, phone lines, and fiber optics. NERC shall mean the North American Electric Reliability Corporation or its successor organization. Network Upgrades shall mean Delivery Network Upgrades and Reliability Network Upgrades. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with the GIA or its performance.

of the GIP. Interconnection System Impact Study shall mean an engineering study conducted by the Distribution Provider for an Interconnection Customer under the Independent Study Process that evaluates the impact of the proposed interconnection on the safety and reliability of Distribution Provider's Distribution System and, if applicable, an Affected System. The scope of the study is defined in GIP Section 5.8.1.1. IRS shall mean the Internal Revenue Service. ISO shall mean the California Independent System Operator Corporation, a state- chartered, nonprofit, corporation that controls certain transmission facilities of all Participating Transmission Owners and dispatches certain generating units and loads. ISO Grid shall mean the system of transmission lines and associated facilities of the Participating Transmission Owners that have been placed under the ISO’s operational control's Operational Control. ISO Tariff shall mean the California Independent System Operator Corporation Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time, and accepted by the FERC. ISO’s Generator Interconnection Procedures (ISO Tariff GIP) shall mean the procedures included in Appendix Y of the ISO Tariff to interconnect a Generating Facility directly to the ISO Grid, as such procedures may be modified from time to time, and accepted by the Commission. ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it in Attachment J of the Tariff. Local Deliverability Constraint shall mean a Transmission System operating limit that would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to one or more additional generating facilities interconnecting to the ISO Grid in a specific local area, and that is not an Area Deliverability Constraint. Local Delivery Network Upgrades shall mean a transmission upgrade or addition identified by the ISO to relieve a Local Deliverability Constraint. Local Delivery Network Upgrades Cost shall mean the Interconnection Customer’s allocated share of all costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of the Local Delivery Network Upgrades constructed and owned by the Distribution Provider. The Local Delivery Network Upgrades Cost is provided in Section 5 of Appendix A to the GIA. Loss shall mean any and all losses relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's performance, or non-performance of its obligations under the GIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying Party. Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to the GIA at the metering points, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment, phone lines, and fiber optics. NERC shall mean the North American Electric Reliability Corporation Council or its successor organization. Network Upgrades shall mean Delivery Network Upgrades and Reliability Network Upgrades. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with the GIA or its performance.

of the GIP. Interconnection Operational Control shall mean the rights of the ISO under the Transmission Control Agreement and the ISO Tariff to direct the parties to the Transmission Control Agreement how to operate their transmission lines and facilities and other electric plant affecting the reliability of those lines and facilities for the purpose of affording comparable non-discriminatory transmission access and meeting applicable reliability criteria. Partial Capacity Deliverability Status entitles a Generating Facility interconnected with the Distribution System Impact Study to a Net Qualifying Capacity (as defined in the ISO Tariff) amount on the ISO Grid that cannot be larger than a specified amount of its Qualifying Capacity (as defined in the ISO Tariff), and may be less pursuant to the assessment of its Net Qualifying Capacity by the ISO. Participating Transmission Owner shall mean an engineering study conducted by the Distribution Provider for an Interconnection Customer under the Independent Study Process that evaluates the impact of the proposed interconnection on the safety entity which (i) owns, operates, and reliability of Distribution Provider's Distribution System and, if applicable, an Affected System. The scope of the study is defined in GIP Section 5.8.1.1. IRS shall mean the Internal Revenue Service. ISO shall mean the California Independent System Operator Corporation, a state- chartered, nonprofit, corporation that controls certain transmission facilities of all Participating Transmission Owners and dispatches certain generating units and loads. ISO Grid shall mean the system of maintains transmission lines and associated facilities and/or has entitlements to use certain transmission lines and associated facilities and (ii) has transferred to the ISO operational control of such facilities and/or entitlements to be made part of the Participating Transmission Owners that have been placed under ISO Grid. Party or Parties shall mean Distribution Provider, Distribution Owner, Interconnection Customer or any combination of the ISO’s operational controlabove. ISO Tariff Point of Change of Ownership shall mean the California Independent System Operator Corporation Operating Agreement and Tariff, dated March 31, 1997point, as it may be modified from time set forth in Appendix A to timethe GIA, and accepted by where the FERCInterconnection Customer's Interconnection Facilities connect to the Distribution Provider's Interconnection Facilities. ISO’s Generator Point of Interconnection Procedures (ISO Tariff GIP) shall mean the procedures included point, as set forth in Appendix Y A to the GIA, where the Interconnection Facilities connect to the Distribution Provider's Distribution System. Pre-Construction Activities shall mean the actions by the Distribution Provider, other than those required by an Engineering and Procurement Agreement under Section 8 of the ISO Tariff GIP, undertaken prior to interconnect Construction Activities in order to prepare for the construction of the Distribution Provider’s Interconnection Facilities, Distribution Upgrades, or Network Upgrades assigned to the Interconnection Customer, including, but not limited to, preliminary engineering, permitting activities, environmental analysis, or other activities specifically needed to obtain governmental approvals for the Distribution Provider’s Interconnection Facilities, Distribution Upgrades, or Network Upgrades. Queue Cluster shall mean a Generating Facility directly set of Interconnection Requests in an interconnection study cycle processed pursuant to the Cluster Study Process. Reasonable Efforts shall mean, with respect to an action required to be attempted or taken by a Party under the GIA, efforts that are timely and consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its own interests. Reliability Network Upgrades shall mean the transmission facilities at or beyond the point where the Distribution Provider’s Distribution System interconnects to the ISO Grid, as such procedures may be modified from time necessary to time, and accepted by the Commission. ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it in Attachment J of the Tariff. Local Deliverability Constraint shall mean a Transmission System operating limit that would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to interconnect one or more additional generating facilities interconnecting Generating Facility(ies) safely and reliably to the ISO Grid in a specific local areaGrid, and that is which would not an Area Deliverability Constrainthave been necessary but for the interconnection of one or more Generating Facility(ies), including Network Upgrades necessary to remedy short circuit or stability problems, or thermal overloads. Local Delivery Reliability Network Upgrades shall mean a transmission upgrade only be deemed necessary for system operating limits, occurring under any system condition, which system operating limits cannot be adequately mitigated through the ISO’s congestion management, operating procedures, or addition special protection systems based on the characteristics of the Generating Facilities included in the Interconnection Studies, limitations on market models, systems, or information, or other factors specifically identified by in the ISO to relieve a Local Deliverability ConstraintInterconnection Studies. Local Delivery Reliability Network Upgrades Cost shall mean the Interconnection Customer’s allocated share of all costsalso include, excluding One-Time Cost, determined by the Distribution Provider to be associated consistent with the designApplicable Reliability Council’s practice and Applicable Reliability Standards, engineering, procurement, construction and installation of the Local Delivery Network Upgrades constructed and owned by the Distribution Provider. The Local Delivery Network Upgrades Cost is provided in Section 5 of Appendix A facilities necessary to the GIA. Loss shall mean mitigate any and all losses relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's performance, or non-performance of its obligations under the GIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying Party. Material Modification shall mean those modifications that have a material adverse impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to the GIA at the metering points, including but not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit, communications equipment, phone lines, and fiber optics. NERC shall mean the North American Electric Facility’s interconnection may have on a path’s Applicable Reliability Corporation or its successor organization. Network Upgrades shall mean Delivery Network Upgrades and Reliability Network Upgrades. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with the GIA or its performanceCouncil rating.