Common use of Scheduling and Delivery Clause in Contracts

Scheduling and Delivery. (1) The Parties covenant and agree to take all actions and do all things necessary to construct a new transmission interconnection with an in-service date of on or before the June 1, 2020 start date of the Contract Term (or any revised Contract Term start date pursuant to Section 13.1(1)) with transfer capability recognized under MH’s OATT and under the TARIFF as Firm Transmission Service of 250 MW southbound and up to 250 MW northbound (as determined in accordance with Section 3.1(2)) between: (a) MH’s Balancing Authority area in the province of Manitoba; and (b) MP’s Local Balancing Authority area in the states of Minnesota and Wisconsin, in each instance as established as of the Effective Date or such other point or points or areas as the Parties may mutually agree upon (collectively the “Transmission Interconnection”). (2) The Parties acknowledge and agree that the transfer capability of the northbound component of the Transmission Interconnection and the responsibility for the costs of the Transmission Interconnection shall be determined in the following manner: (a) MH shall be responsible for the payment of all costs and charges for the Transmission Interconnection Canadian Component which transmission improvements are required to obtain transfer capability recognized under MH’s OATT and under the TARIFF as Firm Transmission Service of 250 MW southbound; (b) MP shall be responsible for the payment of all costs and charges for the Transmission Interconnection United States Component which transmission improvements are required to obtain transfer capability recognized under MH’s OATT and under the TARIFF as Firm Transmission Service of 250 MW southbound; and (c) if the Northbound Base Transfer Capability is less than 250 MW, MH shall have the right to designate to the Parties’ Transmission Providers, in MH’s sole discretion, the amount (if any) of additional northbound transfer capability measured in MW’s (the “Designated Additional Transfer Capability”) that is to be obtained for the northbound component of the Transmission Interconnection with reasonable notice to MP, provided that: (i) the Designated Additional Transfer Capability when added to the Northbound Base Transfer Capability shall not be greater than 250 MW’s (the total transfer capability in MW’s of the northbound component of the Transmission Interconnection which is comprised of the Designated Additional Transfer Capability and the Northbound Base Transfer Capability shall be referred to as the “Northbound Transfer Capability”); and (ii) MH shall pay for all incremental direct construction costs (if any) for the additional transmission improvements that comprises a portion of the Transmission Interconnection, that the Parties’ Transmission Providers have determined are required to be constructed in order to obtain the Designated Additional Transfer Capability designated by MH (the “Additional Northbound Capability Costs”). MH shall have the right to approve, acting reasonably, any agreement MP proposes to enter into with any Person that impacts on or relates to the amount of or payment by MH of the Additional Northbound Capability Costs. (3) The Parties agree that, subject to obtaining the necessary approvals under MH’s OATT and under the TARIFF, the Transmission Interconnection shall be utilized to provide Firm Transmission Service as follows: (a) MH shall have the right to use as Firm Transmission Service 250 MW of the southbound transfer capability component for the delivery of the Energy and making available the 250 MW Use Limited System Capacity that is sold by MH and purchased by MP pursuant to this Agreement to the Delivery Point with the Firm Transmission Service rights for the southbound transfer capability of the Transmission Interconnection Canadian Component to be in the name of MH;

Scheduling and Delivery. (1) The Parties covenant acknowledge and agree to take all actions and do all things necessary to construct a new transmission interconnection with an in-agree: (a) Transmission service date requests have been filed on the MISO OASIS: (i) by MH for 883 MW of on or before the June 1, 2020 start date of the Contract Term northbound transfer capability which includes: (or any revised Contract Term start date A) MH pursuant to Section 13.1(1)) with transmission service request number 79258492 for 133 MW of northbound transfer capability recognized under MH’s OATT (the “Northbound 133 MW US TSR); and (ii) by MP, MH and under Wisconsin Public Service Corporation (“WPS”) for 883 MW of southbound transfer capability which includes: (A) MP pursuant to transmission service request 76703672 for 250 MW of southbound transfer capability; and (B) MP pursuant to transmission service request number 79258361 for 133 MW of southbound transfer capability (such filed MP transmission service requests collectively the TARIFF “US TSRs”), and for recognition of such transfer capability as Firm Transmission Service of 250 MW southbound under the TARIFF; (b) to accommodate the US TSRs, additions, alterations, and up improvements will be required to 250 MW northbound MP’s transmission system (as determined the “US Upgrades” which includes without limitation, the 500 kV US Transmission Interconnection); (c) a facilities construction agreement would be required to be entered into in accordance with Section 3.1(2the requirements of MISO for the construction and maintenance of the US Upgrades (the “US FCA”); (d) between: MH has filed individual transmission service requests on the MH OASIS (asuch filed transmission service requests collectively the “Canadian TSRs”) for: (i) a total 883 MW of northbound transfer capability which includes: (A) MH’s Balancing Authority area in the province of Manitoba; and transmission service request number 76703155 (b) MP’s Local Balancing Authority area in the states of Minnesota and Wisconsin, in each instance as established as of the Effective Date Date) for 500 MW of northbound transfer capability pursuant or such other point or points or areas as the Parties may mutually agree upon any successor transmission service request for a minimum of 200 MW of northbound transfer capability (collectively the “Northbound 500 MW Canadian TSR”); and (ii) a total 883 MW of southbound transfer capability; and for recognition of such transfer capability as Firm Transmission Service under MH’s OATT; (e) to accommodate the Canadian TSRs, additions, alterations, and improvements will be required to MH’s Transmission Providers transmission system (the “Canadian Upgrades” which includes without limitation, the 500 kV Canadian Transmission Interconnection”); (f) a facilities construction agreement would be required to be entered into in accordance with the requirements of MH’s Transmission Provider for the construction and maintenance of the Canadian Upgrades (the “Canadian FCA”); (g) the US Upgrades and the Canadian Upgrades are expected to consist of the United States portion and the Canadian portion, respectively, of a new 500 kilovolt international transmission interconnection utilizing a route between the ▇▇▇▇▇▇ sub-station in Manitoba and the Blackberry sub-station near Grand Rapids, Minnesota (the Canadian and United States components of the said transmission interconnection collectively referred to the “500 kV Transmission Interconnection”)(the United States component of the 500 kV Transmission Interconnection referred to as the “500 kV US Transmission Interconnection”) (the Canadian component of the 500 kV Transmission Interconnection referred to as the “500 kV Canadian Transmission Interconnection”); (h) if a Canadian FCA is entered into, MH agrees it will fund all of the costs for constructing the Canadian Upgrades on the conditions and terms set out in the Canadian FCA and will comply with the provisions of such agreement; (i) if a US FCA is entered into, MH agrees it will contribute or cause an Affiliate of MH to contribute to the costs for constructing and maintaining the US Upgrades on the conditions and terms set out in the US FCA or otherwise by separate agreement with MH and/or its Affiliate and MP, and MH and/or its Affiliate, as applicable, agree to comply with the provisions of such agreement(s); and (j) if a US FCA is entered into, MP agrees it will contribute to the costs for constructing and maintaining the US Upgrades on the conditions and terms set out in the US FCA or otherwise by separate agreement with MH and/or its Affiliate, as applicable, and MP agrees it will comply with the provisions of such agreement(s). (2) The Parties acknowledge MH acknowledges and agree agrees that the transfer capability Canadian Upgrades, if built and completed, shall enable the provision of Firm Transmission Service in respect of the northbound component purchase of MP’s Energy that is sold by MP and purchased by MH pursuant to this Agreement from the Transmission Interconnection and the responsibility for the costs of the Transmission Interconnection shall be determined in the following mannerDelivery Point, subject to: (a) MH receiving from MH’s Transmission Provider pursuant to MH’s OATT, 133 MW of northbound Firm Transmission Service in respect of the Northbound 133 MW Canadian TSR as a result of the Canadian Upgrades being constructed and placed in-service. (3) MH agrees: (a) to use Commercially Reasonable Efforts to obtain the Firm Transmission Service referred to in Section 3.1(2)(a) above; and (b) subject to Sections 3.1(1) and 3.1(2)(a) to arrange and pay for Firm Transmission Service for the delivery of the MP’s Energy to be received and purchased by MH pursuant to this Agreement from the Delivery Point. Without limiting the generality of the foregoing, MH shall be responsible for the payment of any and all costs Market Settlement Amounts, transmission charges and associated charges, congestion charges, transmission loss charges and/or transmission energy losses, and all other charges assessed by MH’s Transmission Provider for the delivery of MP’s Energy made available and sold by MP pursuant to this Agreement from the Delivery Point. For greater certainty, no provision of this Agreement shall obligate MH and/or any Affiliate of MH to pay for any of the costs of constructing, operating or maintaining the Canadian Upgrades, or any of the costs of constructing, operating and maintaining the US Upgrades and such obligations, will be as set out in the Canadian FCA and the US FCA, as applicable. (4) MH acknowledges and agrees that the US Upgrades, if built and completed, shall enable the provision of Firm Transmission Interconnection Canadian Component which transmission improvements are required Service, in respect of the purchase of the Firm Energy that is made available and sold by MP and purchased by MH pursuant to obtain transfer capability recognized under MH’s OATT and under this Agreement to the TARIFF as Delivery Point, subject to: (a) MH receiving from MISO, pursuant to the TARIFF, 133 MW of northbound Firm Transmission Service in respect of 250 the Northbound 133 MW southbound;US TSR as a result of the US Upgrades being constructed and place in-service. (5) MH agrees: (a) to use Commercially Reasonably Efforts to obtain the Firm Transmission Service referred to in Section 3.1(4)(a); and (b) MP subject to Sections 3.1(1) and 3.1(4)(a), to arrange and pay for Firm Transmission Service for the delivery of the Firm Energy to be received and purchased by MH pursuant to this Agreement from the Delivery Point. Without limiting the generality of the foregoing, MH shall be responsible for the payment of any and all costs Market Settlement Amounts, transmission charges and associated charges, congestion charges, transmission loss charges for the and/or transmission energy losses, and all other charges assessed by MP’s Transmission Interconnection United States Component which transmission improvements are required to obtain transfer capability recognized under MH’s OATT and under the TARIFF as Firm Transmission Service of 250 MW southbound; and (c) if the Northbound Base Transfer Capability is less than 250 MW, MH shall have the right to designate to the Parties’ Transmission Providers, in MH’s sole discretion, the amount (if any) of additional northbound transfer capability measured in MW’s (the “Designated Additional Transfer Capability”) that is to be obtained for the northbound component of the Transmission Interconnection with reasonable notice to MP, provided that: (i) the Designated Additional Transfer Capability when added to the Northbound Base Transfer Capability shall not be greater than 250 MW’s (the total transfer capability in MW’s of the northbound component of the Transmission Interconnection which is comprised of the Designated Additional Transfer Capability and the Northbound Base Transfer Capability shall be referred to as the “Northbound Transfer Capability”); and (ii) MH shall pay for all incremental direct construction costs (if any) for the additional transmission improvements that comprises a portion of the Transmission Interconnection, that the Parties’ Transmission Providers have determined are required to be constructed in order to obtain the Designated Additional Transfer Capability designated by MH (the “Additional Northbound Capability Costs”). MH shall have the right to approve, acting reasonably, any agreement MP proposes to enter into with any Person that impacts on or relates to the amount of or payment by MH of the Additional Northbound Capability Costs. (3) The Parties agree that, subject to obtaining the necessary approvals under MH’s OATT and under the TARIFF, the Transmission Interconnection shall be utilized to provide Firm Transmission Service as follows: (a) MH shall have the right to use as Firm Transmission Service 250 MW of the southbound transfer capability component Provider for the delivery of the Firm Energy and making available the 250 MW Use Limited System Capacity that is sold by MH received and purchased by MP MH pursuant to this Agreement to the Delivery Point with the Firm Transmission Service rights exception of those charges and amounts that MP incurs or is subject to due to arising from MP offering the Energy into the MISO market or other applicable Market (the “MP Charges”). (6) MP acknowledges agrees that is responsible for the southbound transfer capability payment of the Transmission Interconnection Canadian Component to be in the name of MH;MP Charges.