Common use of Annual True-Up Adjustments and Filings Clause in Contracts

Annual True-Up Adjustments and Filings. At the beginning of Consumers Energy’s billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Charges to be allocated to each Securitization Rate Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant thereto; (D) make all required public notices and other filings with the Commission to reflect the revised Securitization Charges, including any Amendatory Schedule; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order. The Servicer shall implement the revised Securitization Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At the beginning of Consumers Energy’s billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafterthereafter no later than 45 days after each anniversary of the Closing Date, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding projected payment lag and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Charges to be allocated to each Securitization Rate Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant thereto; (D) make all required public notices and other filings with the Commission to reflect the revised Securitization Charges, including any Amendatory Schedule; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law Statute and the Financing Order. The Servicer shall implement the revised Securitization Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At the beginning of Consumers Energy’s billing cycle that is least annually, and at least every three months but no longer than 12 beginning twelve months following Consumers Energy’s first complete billing cycle after prior to the Closing Date, and Scheduled Final Payment Date for Consumers Energy’s billing cycle every 12 months thereafterthe latest maturing tranche of the Securitization Bonds, the Servicer shall provide, calculate and submit to the Indiana Commission the information set forth in Appendix F to CEI South’s approved Tariff (Securitization of Coal Plants) (the “Tariff”) and in doing so shall: (A) update the data and assumptions underlying the calculation of the Securitization Charges, including projected electricity usage consumption during the next Calculation Period two Payment Periods for each Securitization Customer Rate Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements Requirement and Periodic Billing Requirement for the next Calculation Period two Payment Periods based on such updated data and assumptions; (C) determine the Securitization Charges to be allocated to each Securitization Customer Rate Class during the next Calculation Period two Payment Periods based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant thereto; (D) make all required public notices and other filings with the Indiana Commission to reflect the revised Securitization Charges, including any Amendatory Schedule; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law Act and the Financing Order. The Servicer shall implement the revised Securitization Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter, of September the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization System Restoration Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate SRC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization System Restoration Charges to be allocated to each Securitization Rate SRC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant theretothereto and in doing so the Servicer shall use the method of allocating System Restoration Charges then in effect, including as applicable, the result of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization System Restoration Charges, including any Amendatory Schedule; Tariff, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the SRC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization System Restoration Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year until the earlier of (i) the Payment in Full of the Securitization Bonds or (ii) fifteen (15) years from the beginning of Consumers Energy’s billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s the first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafterno later than forty-five (45) days after each anniversary of the Closing Date, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Charges, including projected electricity usage consumption during the next Calculation Collection Period for each Securitization Rate Class Class, and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such periodperiod with respect to Amounts, the Weighted Average Days Outstanding (Commercial), the Weighted Average Days Outstanding (Residential) and writenet charge-offs; (B) determine the Periodic Payment Requirements Revenue Requirement and Periodic Billing Requirement for the next Calculation Collection Period based on such updated data and assumptions; (C) determine the Securitization Charges to be allocated to each Securitization Rate Class during the next Calculation Collection Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff Securitization Rate Schedule for Securitization Charges and any other tariffs schedules filed pursuant theretothereto and in doing so the Servicer shall use the method of allocating Securitization Charges then in effect, including as applicable, the result of the implementation of the most recent True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission to reflect the revised Securitization Charges, including any Amendatory Schedule; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment by the Annual True-Up Adjustment Date and to enforce the provisions of the Securitization Law Statute and the Financing Order. The Servicer shall implement the revised Securitization Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date. There is no cap on the level of Securitization Charges that may be imposed on Customers as a result of the True-Up Mechanism to pay on a timely basis scheduled principal of and interest on the Securitization Bonds and Ongoing Other Qualified Costs.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter, of November the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization CRR Charges, including projected electricity usage during the next Calculation Period for each Securitization CRR Rate Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization CRR Charges to be allocated to each Securitization CRR Rate Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant theretothereto and in doing so the Servicer shall use the method of allocating CRR Charges then in effect, including as applicable, the result of the implementation of the most recent Nonstandard True-Up Adjustment; (D) make all required public notices and other filings with the Commission to reflect the revised Securitization CRR Charges, including any Amendatory Schedule; , and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order; provided, however, that if, at the time of such Annual True-Up Adjustment filing, there are, or the Servicer projects for an upcoming period that there will be, significant changes from historical conditions of operation, such as a loss of significant electric load or a merger of APCo with another utility and a resulting expansion of APCo’s customer base, or if at such time the Servicer experiences or projects a drop in electricity consumption or demand for one or more of the CRR Revenue Groups for an upcoming period by 10% or more (calculated by comparing the difference between the revised projected load and the original projected load), the Servicer shall initiate a proceeding with the Commission to implement a Nonstandard True-Up Adjustment in addition to such Annual True-Up Adjustment. The Servicer shall implement the revised Securitization CRR Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date. The Servicer will also initiate a Nonstandard True-Up Adjustment if APCo and Wheeling Power Company merge.

Annual True-Up Adjustments and Filings. At (A) Each year until the earlier of (i) the Payment in Full of the proportional amount of Securitization Bonds relating to the Tree Trim Costs or (ii) six (6) years from the beginning of Consumers Energy’s billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s the first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafterno later than forty-five (45) days after each anniversary of the Closing Date, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Distribution Securitization Charges, including projected electricity usage consumption during the next Calculation Collection Period for each Distribution Securitization Rate Class Class, as applicable, and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such periodperiod with respect to Tree Trim Amounts the Weighted Average Days Outstanding (Commercial), the Weighted Average Days Outstanding (Residential) and writenet charge-offs; (B) determine the Periodic Payment Requirements Revenue Requirement related to the Tree Trim Amounts and Periodic Billing Requirement related to the Tree Trim Amounts for the next Calculation Collection Period based on such updated data and assumptions; (C) determine the Distribution Securitization Charges to be allocated to each Distribution Securitization Rate Class during the next Calculation Collection Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff Securitization Rate Schedule for Distribution Securitization Charges and any other tariffs schedules filed pursuant theretothereto and in doing so the Servicer shall use the method of allocating Distribution Securitization Charges then in effect, including as applicable, the result of the implementation of the most recent True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission to reflect the revised Distribution Securitization Charges, including any Amendatory Schedule; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment by the Annual True-Up Adjustment Date and to enforce the provisions of the Securitization Law Statute and the Financing Order. The Servicer shall implement the revised Distribution Securitization Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date. There is no cap on the level of Distribution Securitization Charges that may be imposed on Distribution Customers as a result of the True-Up Adjustment process to pay on a timely basis scheduled principal of and interest on the Securitization Bonds and Ongoing Other Qualified Costs in proportion relating to Tree Trim costs.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter, of November the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Sales Outstanding and write-offs; (B) determine the Periodic Payment Requirements Requirement and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing OrderOrder and the Tariffs filed pursuant thereto and in doing so the Servicer shall use the Periodic Billing Requirement Allocation Factors approved in the Tariff to allocate the Transition Charges, including, as applicable, the Tariff and any other tariffs filed pursuant theretoresult of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory ScheduleTariffs; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning commencement of Consumers Energy’s the first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s of August, commencing with the first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafterof August 2014, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Phase-In-Recovery Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate Class all Customers and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Phase-In-Recovery Charges to be allocated to each Securitization Rate Class imposed on all Customers during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant thereto; (D) make all required public notices and other filings with the Commission to reflect the revised Securitization Phase-In-Recovery Charges, including the filing of any Amendatory Schedule; Rider, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order. The Servicer shall implement the revised Securitization Phase-In-Recovery Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter, of April the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization System Restoration Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate SRC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Sales Outstanding and write-offs; (B) determine the Periodic Payment Requirements Requirement and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization System Restoration Charges to be allocated to each Securitization Rate SRC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing OrderOrder and the Tariffs filed pursuant thereto and in doing so the Servicer shall use the Periodic Billing Requirement Allocation Factors approved in the Tariff to allocate the System Restoration Charges, including, as applicable, the Tariff and any other tariffs filed pursuant theretoresult of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization System Restoration Charges, including any Amendatory ScheduleTariffs; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law Financing Act and the Financing Order; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the SRC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization System Restoration Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete of July (or, in the case of any subsequent Series, the corresponding billing cycle after the Closing for such Series based on its Series Issuance Date, and for Consumers Energy’s billing cycle every 12 months thereafter, ) the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Sales Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Applicable Financing OrderOrders and the Tariffs filed pursuant thereto and in doing so the Servicer shall use the Periodic Billing Requirement Allocation Factors ("PBRAF") approved in the Tariff to allocate the Transition Charges, including, as applicable, the Tariff and any other tariffs filed pursuant theretoresult of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory ScheduleTariffs; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Applicable Financing Orders; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Applicable Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter, of March the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant theretothereto and in doing so the Servicer shall use the method of allocating Transition Charges then in effect, including as applicable, the result of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory Schedule; Tariff, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year until the beginning Retirement of Consumers Energy’s billing cycle that is at least three months but the Environmental Trust Bonds, no longer later than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafterApril 17, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Environmental Control Charges, including projected electricity usage consumption and demand during the next Calculation Collection Period for each Securitization EC Rate Class Class, as applicable, and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements Revenue Requirement and Periodic Billing Requirement for the next Calculation Collection Period based on such updated data and assumptions; (C) determine the Securitization Environmental Control Charges to be allocated to each Securitization EC Rate Class during the next Calculation Collection Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant theretothereto and in doing so the Servicer shall use the method of allocating Environmental Control Charges then in effect, including as applicable, the result of the implementation of the most recent Non-Routine True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PSCW to reflect the revised Securitization Environmental Control Charges, including any Amendatory ScheduleTariff; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment by the the Annual True-Up Adjustment Date and to enforce the provisions of the Securitization Law Statute and the Financing Order. The Servicer shall implement the revised Securitization Environmental Control Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than the beginning of Consumers Energy’s last billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafterof January, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Series 2004-1 Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and projected write-offs; (B) determine the Series 2004-1 Periodic Payment Requirements Requirement and Series 2004-1 Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Series 2004-1 Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Series 2004-1 Periodic Billing Requirement and the terms of the Financing OrderOrder and the Tariff filed pursuant thereto and, in doing so, the Tariff and any other tariffs filed pursuant theretoServicer shall use the method of allocating Transition Charges then in effect; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory Schedule; Tariffs, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period represents a 10% decrease from the billing units for the threshold period set forth in the Financing Order, the Servicer shall initiate a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment is made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization Series 2004-1 Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete of September (or, in the case of any subsequent Series, the corresponding billing cycle after the Closing for such Series based on its Series Issuance Date, and for Consumers Energy’s billing cycle every 12 months thereafter, ) the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Applicable Financing OrderOrders and the Tariffs filed pursuant thereto and in doing so the Servicer shall use the method of allocating Transition Charges then in effect, including as applicable, the Tariff and any other tariffs filed pursuant theretoresult of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory Schedule; Tariffs, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Applicable Financing Orders; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Applicable Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year until the beginning Retirement of Consumers Energy’s billing cycle that is at least three months but the Environmental Trust Bonds, no longer later than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter[___________], the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Environmental Control Charges, including projected electricity usage consumption and demand during the next Calculation Collection Period for each Securitization EC Rate Class Class, as applicable, and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements Revenue Requirement and Periodic Billing Requirement for the next Calculation Collection Period based on such updated data and assumptions; (C) determine the Securitization Environmental Control Charges to be allocated to each Securitization EC Rate Class during the next Calculation Collection Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant theretothereto and in doing so the Servicer shall use the method of allocating Environmental Control Charges then in effect, including as applicable, the result of the implementation of the most recent Non-Routine True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PSCW to reflect the revised Securitization Environmental Control Charges, including any Amendatory ScheduleTariff; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment by the the Annual True-Up Adjustment Date and to enforce the provisions of the Securitization Law Statute and the Financing Order. The Servicer shall implement the revised Securitization Environmental Control Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete of [October] (or, in the case of any subsequent Series, the corresponding billing cycle after the Closing for such Series based on its Series Issuance Date, and for Consumers Energy’s billing cycle every 12 months thereafter, ) the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Applicable Financing OrderOrders and the Tariffs filed pursuant thereto and in doing so the Servicer shall use the method of allocating Transition Charges then in effect, including as applicable, the Tariff and any other tariffs filed pursuant theretoresult of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory Schedule; Tariffs, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Applicable Financing Orders; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Applicable Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning commencement of Consumers Energy’s the first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter, of [month] the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Phase-In-Recovery Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate Class all Customers and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Phase-In-Recovery Charges to be allocated to each Securitization Rate Class imposed on all Customers during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant thereto; (D) make all required public notices and other filings with the Commission to reflect the revised Securitization Phase-In-Recovery Charges, including the filing of any Amendatory Schedule; Rider, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order. The Servicer shall implement the revised Securitization Phase-In-Recovery Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than the beginning of Consumers Energy’s last billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafterof _______, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Series 2003-1 Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and projected write-offs; (B) determine the Series 2003-1 Periodic Payment Requirements Requirement and Series 2003-1 Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Series 2003-1 Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Series 2003-1 Periodic Billing Requirement and the terms of the Financing OrderOrder and the Tariff filed pursuant thereto and, in doing so, the Tariff and any other tariffs filed pursuant theretoServicer shall use the method of allocating Transition Charges then in effect; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory Schedule; Tariffs, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period represents a 10% decrease from the billing units for the threshold period set forth in the Financing Order, the Servicer shall initiate a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment is made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization Series 2003-1 Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At the beginning of Consumers Energy’s billing cycle that is at least three months but Each year no longer later than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter[_________], the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Note Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the applicable Financing Order, Orders and the Tariff and any other tariffs Tariffs filed pursuant theretothereto and doing so the Servicer shall use the method of allocating Transition Charges then in effect as a result of the implementation of a Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory Schedule; Tariffs, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the applicable Financing Orders which relate thereto; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the applicable Financing Order. The , the Servicer shall implement the revised Securitization Charges, if any, resulting from such Annual a Non-Standard True-Up Adjustment as of the Annual True-Up Adjustment Date.rather

Annual True-Up Adjustments and Filings. At Each year no later than the beginning of Consumers Energy’s last billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafterof August, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Series 2003-1 Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and projected write-offs; (B) determine the Series 2003-1 Periodic Payment Requirements Requirement and Series 2003-1 Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Series 2003-1 Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Series 2003-1 Periodic Billing Requirement and the terms of the Financing OrderOrder and the Tariff filed pursuant thereto and, in doing so, the Tariff and any other tariffs filed pursuant theretoServicer shall use the method of allocating Transition Charges then in effect; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory Schedule; Tariffs, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period represents a 10% decrease from the billing units for the threshold period set forth in the Financing Order, the Servicer shall initiate a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment is made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization Series 2003-1 Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete of [_____] (or, in the case of any subsequent Series, the corresponding billing cycle after the Closing for such Series based on its Series Issuance Date, and for Consumers Energy’s billing cycle every 12 months thereafter, ) the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Sales Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Applicable Financing OrderOrders and the Tariffs filed pursuant thereto and in doing so the Servicer shall use the Periodic Billing Requirement Allocation Factors ("PBRAF") approved in the Tariff to allocate the Transition Charges, including, as applicable, the Tariff and any other tariffs filed pursuant theretoresult of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory ScheduleTariffs; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Applicable Financing Orders; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the TC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Applicable Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter, of [month] the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization CRR Charges, including projected electricity usage during the next Calculation Period for each Securitization CRR Rate Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization CRR Charges to be allocated to each Securitization CRR Rate Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant theretothereto and in doing so the Servicer shall use the method of allocating CRR Charges then in effect, including as applicable, the result of the implementation of the most recent Nonstandard True-Up Adjustment; (D) make all required public notices and other filings with the Commission to reflect the revised Securitization CRR Charges, including any Amendatory Schedule; , and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order; provided, however, that if, at the time of such Annual True-Up Adjustment filing, there are, or the Servicer projects for an upcoming period that there will be, significant changes from historical conditions of operation, such as a loss of significant electric load or a merger of APCo with another utility and a resulting expansion of APCo’s customer base, or if at such time the Servicer experiences or projects a drop in electricity consumption or demand for one or more of the CRR Revenue Groups for an upcoming period by 10% or more (calculated by comparing the difference between the revised projected load and the original projected load), the Servicer shall initiate a proceeding with the Commission to implement a Nonstandard True-Up Adjustment in addition to such Annual True-Up Adjustment. The Servicer shall implement the revised Securitization CRR Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date. The Servicer will also initiate a Nonstandard True-Up Adjustment if APCo and Wheeling Power Company merge.

Annual True-Up Adjustments and Filings. At Each year no later than fifteen (15) days prior to the beginning of Consumers Energy’s first billing cycle that is at least three months but no longer than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter, of the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization System Restoration Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate SRC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the Weighted Average Days Sales Outstanding and write-offs; (B) determine the Periodic Payment Requirements Requirement and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization System Restoration Charges to be allocated to each Securitization Rate SRC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing OrderOrder and the Tariffs filed pursuant thereto and in doing so the Servicer shall use the Periodic Billing Requirement Allocation Factors approved in the Tariff to allocate the System Restoration Charges, including, as applicable, the Tariff and any other tariffs filed pursuant theretoresult of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization System Restoration Charges, including any Amendatory ScheduleTariffs; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law Financing Act and the Financing Order; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the SRC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised Securitization System Restoration Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.

Annual True-Up Adjustments and Filings. At the beginning of Consumers Energy’s billing cycle that is at least three months but Each year no longer later than 12 months following Consumers Energy’s first complete billing cycle after the Closing Date, and for Consumers Energy’s billing cycle every 12 months thereafter[_________], the Servicer shall: (A) update the data and assumptions underlying the calculation of the Securitization Transition Charges, including projected electricity usage during the next Calculation Period for each Securitization Rate TC Customer Class and including Periodic Principal, interest and estimated expenses and fees of the Note Issuer to be paid during such period, the Weighted Average Days Outstanding and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the Securitization Transition Charges to be allocated to each Securitization Rate TC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the applicable Financing Order, Orders and the Tariff and any other tariffs Tariffs filed pursuant thereto; (D) make all required public notices notice and other filings with the Commission PUCT to reflect the revised Securitization Transition Charges, including any Amendatory Schedule; Tariffs, and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Securitization Law and the applicable Financing OrderOrders. The Servicer shall implement the revised Securitization Transition Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.