Common use of Owner’s Design Capacity Shortfall Clause in Contracts

Owner’s Design Capacity Shortfall. (i) In the event and to the extent that, as of the Commercial Operation Date, the Québec Line is capable of operating at or above 1,090 MW and the NECEC Transmission Line is only capable of operating below 1,090 MW, and (A) the NECEC Transmission Line is capable of operating at or above 1,040 MW and despite such condition Owner elects to begin transmission service under the Distribution Company TSA or (B) the NECEC Transmission Line is capable of operating at less than 1,040 MW and despite such condition Owner requests and Distribution Company provides written consent to begin transmission service under the Distribution Company TSA, then Owner shall have twenty-four (24) months from the Commercial Operation Date to attempt to increase such operating capacity to 1,090 MW (the “Remediation Period”); provided that upon any extension of the Remediation Period (as defined in the Distribution Company TSA) under the Distribution Company TSA, the Remediation Period hereunder shall be extended accordingly. Owner shall pay to Purchaser, for each day (or part thereof) following the Commercial Operation Date and until the end of the Remediation Period, or such earlier date designated by Owner in writing to Distribution Company (the “Owner Remediation Date”), an amount equal to Fifty Dollars ($50) per MW per day multiplied by the Proportionate Share of the difference between 1,090 MW and the operating capacity of the NECEC Transmission Line as of the Commercial Operation Date. Such payments shall be made on a monthly basis pursuant to invoices delivered by Purchaser to Owner. Owner’s payments shall be based on the actual operating capacity of the NECEC Transmission Line, as is stated in Section 8.1. (ii) If, on the earlier of the Owner Remediation Date and the end of the Remediation Period, the operating capacity of the NECEC Transmission Line has been increased to at or above 1,075 MW but less than 1,090 MW, then Owner shall be liable to Purchaser for an amount equal to the Proportionate Share multiplied by fifty percent (50%) of all costs prudently incurred by TransÉnergie as of the Commercial Operation Date in connection with the development and construction of the Québec Line multiplied by the percentage equal to (A) the difference between (x) the 1,090 MW and (y) the operating capacity of the NECEC Transmission Line divided by (B) the 1,090 MW. Upon the making of such payment, this Agreement shall continue in effect at the actual operating capacity of the NECEC Transmission Line that was considered for the purpose of determining such payment, and the Contract Capacity shall be deemed modified accordingly.

Owner’s Design Capacity Shortfall. (i) In the event and to the extent that, as of the Commercial Operation Date, the Québec Line is capable of operating at or above 1,090 1,200 MW and the NECEC Transmission Line is only capable of operating below 1,090 MW, and (A) the NECEC Transmission Line is capable of operating below 1,200 MW and at or above 1,040 MW and despite such condition Owner elects to begin transmission service under the Distribution Company TSA MW, or (B) the NECEC Transmission Line is capable of operating at less than 1,040 MW and despite such condition Owner requests and Distribution Company provides the RFP Sponsors provide written consent to begin transmission service under the Distribution Company TSARFP Sponsor TSAs, then Owner may elect to begin transmission service hereunder, and Owner shall have twenty-four (24) months from the Commercial Operation Date to attempt to increase such operating capacity to 1,090 1,200 MW (the “Owner Remediation Period”); provided that upon any extension of the Remediation Period (as defined in the Distribution Company TSARFP Sponsor TSAs) under the Distribution Company TSARFP Sponsor TSAs, the Owner Remediation Period hereunder shall be extended accordingly. Owner shall pay to Purchaser, for each day (or part thereof) following the Commercial Operation Date and until the end of the Owner Remediation Period, or such earlier date designated by Owner in writing to Distribution Company Purchaser (the “Owner Remediation Date”), an amount equal to Fifty Seventy Five Dollars ($5075) per MW per day multiplied by the Proportionate Share of the difference between 1,090 1,200 MW and the operating capacity of the NECEC Transmission Line as of the Commercial Operation DateDate (but not to exceed 110 MW). Such payments shall be made on a monthly basis pursuant to invoices delivered by Purchaser to Owner. Owner’s payments shall be based on the actual operating capacity of the NECEC Transmission Line, as is stated in Section 8.1. (ii) If, on the earlier of the Owner Remediation Date and the end of the Owner Remediation Period, the operating capacity of (A) the NECEC Transmission Line has been increased to is not capable of operating at or above 1,075 MW but less than 1,090 MW, then Owner shall be liable to Purchaser for an amount equal to either Party may terminate this Agreement without further recourse by either Party against the Proportionate Share multiplied by fifty percent other, or (50%) of all costs prudently incurred by TransÉnergie as of the Commercial Operation Date in connection with the development and construction of the Québec Line multiplied by the percentage equal to (A) the difference between (x) the 1,090 MW and (yB) the operating capacity of the NECEC Transmission Line divided by (B) the is more than 1,090 MW but less than 1,200 MW. Upon the making of such payment, this Agreement shall continue in effect at the actual operating capacity of the NECEC Transmission Line that was considered for the purpose of determining such payment, and the Contract Capacity shall be deemed modified accordingly.