Common use of Cost Recovery of AC Upgrades Clause in Contracts

Cost Recovery of AC Upgrades. (a) The Parties acknowledge and agree that the AC Upgrades will be constructed and owned by the AC Upgrade Owners. Owner shall enter into a facilities agreement with each such AC Upgrade Owner to pay the costs to design, license, construct and operate such AC Upgrades (each, a "Facilities Agreement"). (b) Prior to executing any Facilities Agreement, Owner shall consult with the Management Committee with respect to the proposed terms and conditions thereof. The Management Committee shall promptly provide comments, if any, to Owner on such terms and conditions. Owner shall make a good faith effort to take into account any comments made by the Management Committee that are consistent with FERC rules and policies. Any Facilities Agreement entered into with an Affiliate of Northeast Utilities shall be on terms and conditions at least as favorable to Owner, when taken as a whole, as would have been obtained (at the time entered into) in a comparable arm’s-length transaction or arrangement with a Person other than an Affiliate of Northeast Utilities; provided, however, that, if such transaction or arrangement has been accepted or approved by FERC or any other Governmental Authority that specifically reviews the Affiliate relationship in such transaction or arrangement, then such transaction or arrangement shall be deemed to be a comparable arm’s-length transaction or arrangement. (c) All amounts incurred by Owner under the Facilities Agreement ("AC Upgrade Costs") shall be recovered as expenses under the Formula Rate in accordance with Article 8. Notwithstanding the foregoing sentence, the AC Upgrade Costs under any Facilities Agreement entered into with an Affiliate of Northeast Utilities shall not exceed the costs and expenses that would have been incurred by Owner if the AC Upgrade Costs were directly incurred by Owner and recovered pursuant to the Formula Rate in accordance with this Agreement. (d) Owner shall coordinate with the AC Upgrade Owners and ISO-NE as necessary to obtain for Purchaser the Other Transmission Rights under the ISO-NE Tariff that are associated with, or issued in connection with, the AC Upgrades, the costs of which AC Upgrades are incurred by Owner and recovered from Purchaser in accordance with this Agreement. (e) In the event ISO-NE determines that all or any portion of the AC Upgrade Costs are eligible to be included in Regional Rates, Purchaser shall have the right, exercisable in its sole discretion, to continue to bear responsibility under this Agreement for all or any portion of the AC Upgrade Costs, in which case Purchaser shall continue to be entitled, in accordance with the ISO-NE Tariff, to all or any portion of the Other Transmission Rights that are associated with, or issued in connection with, Purchaser’s continued responsibility for such AC Upgrade Costs.

Cost Recovery of AC Upgrades. (a) The Parties acknowledge and agree that the AC Upgrades will be constructed and owned by the AC Upgrade Owners. Owner shall enter into a facilities agreement with each such AC Upgrade Owner to pay the costs to design, license, construct and operate such AC Upgrades (each, a "“Facilities Agreement"”). (b) Prior to executing any Facilities Agreement, Owner shall consult with the Management Committee with respect to the proposed terms and conditions thereof. The Management Committee shall promptly provide comments, if any, to Owner on such terms and conditions. Owner shall make a good faith effort to take into account any comments made by the Management Committee that are consistent with FERC rules and policies. Any Facilities Agreement entered into with an Affiliate of Northeast Utilities or NSTAR shall be on terms and conditions at least as favorable to Owner, when taken as a whole, as would have been obtained (at the time entered into) in a comparable arm’s-length transaction or arrangement with a Person other than an Affiliate of Northeast UtilitiesUtilities or NSTAR; provided, however, that, if such transaction or arrangement has been accepted or approved by FERC or any other Governmental Authority that specifically reviews the Affiliate relationship in such transaction or arrangement, then such transaction or arrangement shall be deemed to be a comparable arm’s-length transaction or arrangement. (c) All amounts incurred by Owner under the Facilities Agreement ("“AC Upgrade Costs"”) shall be recovered as expenses under the Formula Rate in accordance with Article 8. Notwithstanding the foregoing sentence, the AC Upgrade Costs under any Facilities Agreement entered into with an Affiliate of Northeast Utilities or NSTAR shall not exceed the costs and expenses that would have been incurred by Owner if the AC Upgrade Costs were directly incurred by Owner and recovered pursuant to the Formula Rate in accordance with this Agreement. (d) Owner shall coordinate with the AC Upgrade Owners and ISO-NE as necessary to obtain for Purchaser the Other Transmission Rights under the ISO-NE Tariff that are associated with, or issued in connection with, the AC Upgrades, the costs of which AC Upgrades are incurred by Owner and recovered from Purchaser in accordance with this Agreement. (e) In the event ISO-NE determines that all or any portion of the AC Upgrade Costs are eligible to be included in Regional Rates, Purchaser shall have the right, exercisable in its sole discretion, to continue to bear responsibility under this Agreement for all or any portion of the AC Upgrade Costs, in which case Purchaser shall continue to be entitled, in accordance with the ISO-NE Tariff, to all or any portion of the Other Transmission Rights that are associated with, or issued in connection with, Purchaser’s continued responsibility for such AC Upgrade Costs.

Cost Recovery of AC Upgrades. (a) The Parties acknowledge and agree that the AC Upgrades will be constructed and owned by the AC Upgrade Owners. Owner shall enter into a facilities agreement with each such AC Upgrade Owner to pay the costs to design, license, construct and operate such AC Upgrades (each, a "Facilities Agreement"). (b) Prior to executing any Facilities Agreement, Owner shall consult with the Management Committee with respect to the proposed terms and conditions thereof. The Management Committee shall promptly provide comments, if any, to Owner on such terms and conditions. Owner shall make a good faith effort to take into account any comments made by the Management Committee that are consistent with FERC rules and policies. Any Facilities Agreement entered into with an Affiliate of Northeast Utilities or NSTAR shall be on terms and conditions at least as favorable to Owner, when taken as a whole, as would have been obtained (at the time entered into) in a comparable arm’sarm's-length transaction or arrangement with a Person other than an Affiliate of Northeast UtilitiesUtilities or NSTAR; provided, however, that, if such transaction or arrangement has been accepted or approved by FERC or any other Governmental Authority that specifically reviews the Affiliate relationship in such transaction or arrangement, then such transaction or arrangement shall be deemed to be a comparable arm’sarm's-length transaction or arrangement. (c) All amounts incurred by Owner under the Facilities Agreement ("AC Upgrade Costs") shall be recovered as expenses under the Formula Rate in accordance with Article 8. Notwithstanding the foregoing sentence, the AC Upgrade Costs under any Facilities Agreement entered into with an Affiliate of Northeast Utilities or NSTAR shall not exceed the costs and expenses that would have been incurred by Owner if the AC Upgrade Costs were directly incurred by Owner and recovered pursuant to the Formula Rate in accordance with this Agreement. (d) Owner shall coordinate with the AC Upgrade Owners and ISO-NE as necessary to obtain for Purchaser the Other Transmission Rights under the ISO-NE Tariff that are associated with, or issued in connection with, the AC Upgrades, the costs of which AC Upgrades are incurred by Owner and recovered from Purchaser in accordance with this Agreement.. 1014917.31-D.C. Server 1A - MSW (e) In the event ISO-NE determines that all or any portion of the AC Upgrade Costs are eligible to be included in Regional Rates, Purchaser shall have the right, exercisable in its sole discretion, to continue to bear responsibility under this Agreement for all or any portion of the AC Upgrade Costs, in which case Purchaser shall continue to be entitled, in accordance with the ISO-NE Tariff, to all or any portion of the Other Transmission Rights that are associated with, or issued in connection with, Purchaser’s 's continued responsibility for such AC Upgrade Costs.