Customer. Within ten (10) Business Days of such notification,
Interconnection Customer must demonstrate satisfaction with the
applicable requirement subject to Transmission Provider's approval,
not to be unreasonably withheld. If the material change is related
to Interconnection Customer's Commercial Readiness Demonstration,
Interconnection Customer has the option to submit a Commercial
Readiness Deposit pursuant to Section 7.5(1)(c) of this LGIP before
the end of the ten (10) Business Day cure period. Absent such
demonstration, Transmission Provider will deem the subject
Interconnection Request withdrawn.
    (2) If no Interconnection Customer withdraws from the Cluster
after completion of the Cluster Study or Cluster Re-Study or is
deemed withdrawn pursuant to Section 3.7 of this LGIP after
completion of the Cluster Study or Cluster Re-Study, Transmission
Provider shall electronically notify Interconnection Customers in
the Cluster that a Cluster Re-Study is not required.
    (3) If one or more Interconnection Customers withdraws from the
Cluster, Transmission Provider shall determine if a Cluster Re-Study
is necessary. If Transmission Provider determines a Cluster Re-Study
is not necessary, Transmission Provider shall provide an updated
Cluster Study Report within thirty (30) Calendar Days of such
determination. When the updated Cluster Study Report is issued,
Transmission Provider shall electronically notify Interconnection
Customers in the Cluster that a Cluster Re-Study is not required.
    (4) If one or more Interconnection Customers withdraws from the
Cluster and Transmission Provider determines a Cluster Re-Study is
necessary as a result, Transmission Provider will continue with such
re-studies until Transmission Provider determines that no further
re-studies are required. If an Interconnection Customer withdraws
during the Interconnection Facilities Study, or after other
Interconnection Customers in the same Cluster have executed LGIAs,
or requested that unexecuted LGIAs be filed with FERC, and
Transmission Provider determines a Cluster Re-Study is necessary,
the Cluster shall be re-studied. Transmission Provider shall
electronically notify Interconnection Customers in the Cluster and
post on OASIS that a Cluster Re-Study is required.
    (5) The scope of any Cluster Re-study shall be consistent with
the scope of an initial Cluster Study pursuant to Section 7.3 of
this

LGIP. Transmission Provider shall complete the Cluster Re-Study
within one hundred fifty (150) Calendar Days of the commencement of
the first Cluster Re-Study. The results of the Cluster Re-Study
shall be combined into a single report (Cluster Re-Study Report).
Transmission Provider shall hold an open stakeholder meeting
(Cluster Re-Study Report Meeting) within ten (10) Business Days of
publishing the Cluster Re-Study Report on OASIS.
    If additional re-studies are required, Interconnection Customer
and Transmission Provider shall follow the procedures of this
Section 7.5 of this LGIP until such time that Transmission Provider
determines that no further re-studies are required. Transmission
Provider shall electronically notify each Interconnection Customer
within the Cluster when no further re-studies are required.
    [Meeting with Transmission Provider.
    Within ten (10) Business Days of providing an Interconnection
System Impact Study report to Interconnection Customer, Transmission
Provider and Interconnection Customer shall meet to discuss the
results of the Interconnection System Impact Study.
    7.6 Re-Study.](6) If Re-Study of the [Interconnection System
Impact Study]Cluster Study other than the Re-Study described in
Section 7.5(1)-(5) of this LGIP is required due to a higher or equal
priority queued project [dropping out of]withdrawing from the queue,
or a modification of a higher or equal priority queued project
subject to Section 4.4 of this LGIP, [or re-designation of the Point
of Interconnection pursuant to Section 7.2]Transmission Provider
shall notify Interconnection Customer(s) in writing.
[Such]Transmission Provider shall complete such Re-Study
[shall]within [sixty (60]one hundred fifty (150) Calendar Days from
the date of notice. [Any]Except as provided in Section 3.7 of this
LGIP in the case of withdrawing Interconnection Customers, any cost
of Re-Study shall be borne by [the]Interconnection Customer(s) being
re-studied.

Section 8. Interconnection Facilities Study

8.1 Interconnection Facilities Study Agreement

    Simultaneously with the delivery of the [Interconnection System
Impact Study to Interconnection Customer]final Cluster Study Report,
or Cluster Re-Study Report if applicable, Transmission Provider
shall provide to Interconnection Customer an Interconnection
Facilities Study Agreement in the form of Appendix 4 to this LGIP.
The Interconnection Facilities Study Agreement shall provide that
Interconnection Customer shall compensate Transmission Provider for
the actual cost of the Interconnection Facilities Study. [Within
three (3) Business Days following the Interconnection System Impact
Study results meeting,]Transmission Provider shall provide to
Interconnection Customer a non-binding good faith estimate of the
cost and timeframe for completing the Interconnection Facilities
Study.
    Interconnection Customer shall execute the Interconnection
Facilities Study Agreement and deliver the executed Interconnection
Facilities Study Agreement to Transmission Provider within thirty
(30) Calendar Days after its receipt, together with[the]:
    (1) any required technical data[and the greater of $100,000 or
Interconnection Customer's portion of the estimated monthly cost of
conducting the Interconnection Facilities Study.];
    (2) Study deposit pursuant to Section <IP_ADDRESS> of this LGIP;
    (3) Demonstration of Site Control pursuant to Section 3.4.2(iii)
of this LGIP; and
    (4) One of the following Commercial Readiness Demonstration
options totaling the entire capacity of the Generating Facility (or
requested Interconnection Service amount if the requested
Interconnection Service is less than the Generating Facility
Capacity), or a Commercial Readiness Deposit security equal to seven
(7) times the study deposit described in Section <IP_ADDRESS> of this
LGIP in the form of an irrevocable letter of credit or cash in lieu
of the Commercial Readiness Demonstration. Transmission Provider
shall refund the security to Interconnection Customer according to
Section 3.7 of this LGIP.
    (a) Executed contract binding on the parties for sale of (1) the
constructed Generating Facility to a load-serving entity or to a
commercial, industrial, or other large end-use customer, (2) the
Generating Facility's energy or capacity where the term of sale is
not less than five (5) years, or (3) the Generating Facility's
ancillary services where the term of sale is not less than five (5)
years;
    (b) Reasonable evidence that the Generating Facility has been
selected in an Resource Plan or Resource Solicitation Process by or
for a load-serving entity, is being developed by a load-serving
entity, or is being developed for purposes of a sale to a
commercial, industrial, or other large end-use customer; or
    (c) A Provisional LGIA that has been filed at the Commission
executed, or requested to be filed unexecuted, which is not in
suspension pursuant to Article 5.16 of the LGIA, and includes a
commitment to construct the Generating Facility.
    Interconnection Customer shall promptly inform Transmission
Provider of any material change to Interconnection Customer's
demonstration of Site Control under Section 3.4.2(iii) of this LGIP
or its satisfaction of a Commercial Readiness Demonstration.
    Upon Transmission Provider determining separately that
Interconnection Customer no longer satisfies Site Control or a
Commercial Readiness Option, Transmission Provider shall give
Interconnection Customer ten (10) Business Days to demonstrate
satisfaction with the applicable requirement subject to Transmission
Provider's approval, not to be unreasonably withheld. If the
material change is related to Interconnection Customer's Commercial
Readiness Demonstration, Interconnection Customer has the option to
submit a Commercial Readiness Deposit pursuant before the end of the
ten (10) Business Day cure period. Absent such demonstration,
Transmission Provider will deem the subject Interconnection Request
withdrawn.
    [8.1.1 Transmission Provider shall invoice Interconnection
Customer on a monthly basis for the work to be conducted on the
Interconnection Facilities Study each month. Interconnection
Customer shall pay invoiced amounts within thirty (30) Calendar Days
of receipt of invoice. Transmission Provider shall continue to hold
the amounts on deposit until settlement of the final invoice.]

8.2 Scope of Interconnection Facilities Study

    The Interconnection Facilities Study shall be specific to each
Interconnection Request and performed on an individual, i.e., non-
clustered, basis. The Interconnection Facilities Study shall specify
and provide a non-binding estimate of the cost of the equipment,
engineering, procurement and construction work needed to implement
the conclusions of the [Interconnection System Impact Study]Cluster
Study Report (and any associated re-studies) in accordance with Good
Utility Practice to physically and electrically connect the
Interconnection [Facility]Facilities to the Transmission System. The
Interconnection Facilities Study shall also identify the electrical
switching configuration of the connection equipment, including,
without limitation: the transformer, switchgear, meters, and other
station equipment; the nature and estimated cost of any Transmission
Provider's Interconnection Facilities and Network Upgrades necessary
to accomplish the interconnection; and an estimate of the time
required to complete the construction and installation of such
facilities. The Interconnection Facilities Study will also identify
any potential control equipment for [requests for](1) requests for
Interconnection Service that are lower than the Generating Facility
Capacity[.], and/or (2) requests to model an Electric Storage
Resource or Co-Located Resource containing an Electric Storage
Resource (including a hybrid resource) using operating assumptions
that reflect its proposed operation, as requested by Interconnection
Customer, unless Good Utility Practice, including applicable
reliability standards, otherwise require the use of different
operating assumptions. At the request of any Interconnection
Customer, the Interconnection Facilities Study will evaluate
advanced power flow control, transmission switching, dynamic line
ratings, static synchronous compensators, and/or static VAR
compensators, for feasibility, cost, and time savings as either an
alternative to the Network Upgrade(s) identified by the Cluster
Study or to provide Provisional Interconnection Service.
Transmission Provider shall include the evaluation in the
Interconnection Facilities Study report.

8.3 Interconnection Facilities Study Procedures

    Transmission Provider shall coordinate the Interconnection
Facilities Study with any Affected System pursuant to Section 3.6 of
this LGIP. Transmission Provider shall utilize existing studies to
the extent practicable in performing the Interconnection Facilities
Study. Transmission Provider shall [use Reasonable Efforts
to]complete the study and issue a draft Interconnection Facilities
Study report to Interconnection Customer within

the following number of days after receipt of an executed
Interconnection Facilities Study Agreement: ninety (90) Calendar
Days after receipt of an executed Interconnection Facilities Study
Agreement, with no more than a +/-20 percent cost estimate contained
in the report; or one hundred eighty (180) Calendar Days, if
Interconnection Customer requests a +/-10 percent cost estimate.
    * * *
    Interconnection Customer may, within thirty (30) Calendar Days
after receipt of the draft Interconnection Facilities Study report,
provide written comments to Transmission Provider, which
Transmission Provider shall include in completing the final
Interconnection Facilities Study report. Transmission Provider shall
issue the final Interconnection Facilities Study report within
fifteen (15) Business Days of receiving Interconnection Customer's
comments or promptly upon receiving Interconnection Customer's
statement that it will not provide comments. Transmission Provider
may reasonably extend such fifteen[-day] (15) Business Day period
upon notice to Interconnection Customer if Interconnection
Customer's comments require Transmission Provider to perform
additional analyses or make other significant modifications prior to
the issuance of the final Interconnection Facilities Study Report.
Upon request, Transmission Provider shall provide Interconnection
Customer supporting documentation, workpapers, and databases or data
developed in the preparation of the Interconnection Facilities
Study, subject to confidentiality arrangements consistent with
Section 13.1 of this LGIP.
    * * *

8.5 Re-Study

    If Re-Study of the Interconnection Facilities Study is required
due to a higher or equal priority queued project dropping out of the
queue or a modification of a higher or equal priority queued project
pursuant to Section 4.4 of this LGIP, Transmission Provider shall so
notify Interconnection Customer in writing. [Such]Transmission
Provider shall ensure that such Re-Study [shall]takes no longer than
sixty (60) Calendar Days from the date of notice. Except as provided
in Section 3.7 of this LGIP in the case of withdrawing
Interconnection Customers, any cost of Re-Study shall be borne by
[the]Interconnection Customer being re-studied.

Section 9 [Engineering & Procurement (`E&P') Agreement] Affected System
Study

9.1 Applicability

    This section 9 applies to Transmission Provider when acting as
an Affected System.

9.2 Affected System Queue Position

    Transmission Provider must assign a Queue Position to Affected
System Interconnection Customer(s) that require(s) an Affected
System Study. This Queue Position shall be higher-queued than any
Cluster that has not yet received its Cluster Study results and
shall be lower-queued than any Cluster that has already received its
Cluster Study results.

9.3 Affected System Study Agreement

    Unless otherwise agreed, pursuant to the Affected System Scoping
Meeting provided in Section 3.6.2, Transmission Provider shall
provide to Affected System Interconnection Customer an Affected
System Study Agreement in the form of Appendix 15 to this LGIP
within five (5) Business Days of Transmission Provider sharing the
schedule for the Affected System Study. The Affected System Study
Agreement shall provide that Affected System Interconnection
Customer shall compensate Transmission Provider for the actual cost
of the Affected System Study. Within fifteen (15) Business Days
after the Affected System Scoping Meeting, Transmission Provider
shall provide to Affected System Interconnection Customer a non-
binding good faith estimate of the cost and timeframe for completing
the Affected System Study.

9.4 Execution of Affected System Study Agreement

    Affected System Interconnection Customer shall execute the
Affected System Study Agreement and deliver the executed Affected
System Study Agreement to Transmission Provider within ten (10)
Business Days of receipt.
    If Affected System Interconnection Customer does not provide all
required technical data when it delivers the Affected System Study
Agreement, Transmission Provider shall notify Affected System
Interconnection Customer of the deficiency within five (5) Business
Days of the receipt of the executed Affected System Study Agreement
and Affected System Interconnection Customer shall cure the
deficiency within ten (10) Business Days of receipt of the notice,
provided, however, that such deficiency does not include failure to
deliver the executed Affected System Study Agreement or deposit.

9.5 Scope of Affected System Study

    The Affected System Study shall evaluate the impact of the
Affected System Interconnection Customer's proposed interconnection
on the reliability of Transmission Provider's Transmission System.
The Affected System Study will consider the Base Case as well as all
generating facilities (and with respect to (iii) below, any
identified Affected System Network Upgrades associated with such
higher-queued interconnection) that, on the date the Affected System
Study is commenced: (i) are directly interconnected to Transmission
Provider's Transmission System; (ii) are interconnected to Affected
Systems and may have an impact on Affected System Interconnection
Customer's interconnection request; (iii) have a pending higher-
queued Interconnection Request to interconnect to Transmission
Provider's Transmission System; and (iv) have no Queue Position but
have executed an LGIA or requested that an unexecuted LGIA be filed
with FERC.
    The Affected System Study will consist of a short circuit
analysis, thermal overload or voltage limit identification, a
stability analysis, and a power flow analysis. The Affected System
Study will state the assumptions upon which it is based; state the
results of the analyses; and provide the requirements or potential
impediments to providing the requested interconnection service,
including a preliminary indication of the cost and length of time
that would be necessary to correct any problems identified in those
analyses and implement the interconnection. For purposes of
determining necessary Affected System Network Upgrades, the Affected
System Study shall consider the level of interconnection service
requested in megawatts by Affected System Interconnection Customer,
unless otherwise required to study the full generating facility
capacity due to safety or reliability concerns. The Affected System
Study will provide a list of facilities that are required as a
result of Affected System Interconnection Customer's proposed
interconnection and a non-binding good faith estimate of cost
responsibility and a non-binding good faith estimated time to
construct.

9.6 Affected System Study Procedures

    Transmission Provider shall utilize existing studies to the
extent practicable when it performs the Affected System Study.
Transmission Provider will use the same Energy Resource
Interconnection Service modeling standard used for Interconnection
Customers on its own Transmission System. Transmission Provider
shall complete the Affected System Study and provide the Affected
System Study Report to Affected System Interconnection Customer
within ninety (90) Calendar Days after the receipt of the Affected
System Study Agreement.
    At the request of Affected System Interconnection Customer, or
at any time Transmission Provider determines that it will not meet
the required time frame for completing the Affected System Study,
Transmission Provider shall notify Affected System Interconnection
Customer as to the schedule status of the Affected System Study. If
Transmission Provider is unable to complete the Affected System
Study within the requisite time period, it shall notify Affected
System Interconnection Customer and provide an estimated completion
date with an explanation of the reasons why additional time is
required. If Transmission Provider does not meet the deadlines in
this section, Transmission Provider will be subject to the financial
penalties as described in Section 3.9 of this LGIP. Upon request,
Transmission Provider shall provide Affected System Interconnection
Customer all supporting documentation, workpapers and relevant power
flow, short circuit and stability databases for the Affected System
Study, subject to confidentiality arrangements consistent with
Section 13.1 of this LGIP.
    Transmission Provider must study an Affected System
Interconnection Customer using an Energy Resource Interconnection
Service modeling standard, regardless of the level of service that
Affected System Interconnection Customer is seeking from the
transmission provider with whom interconnection has been requested.
In the event Transmission Provider believes that it is necessary to
study an Affected System Interconnection Customer that is requesting

Network Resource Interconnection Service using Network Resource
Interconnection Service modeling standards, Transmission Provider
may make such a request to the Commission by filing under section
205 of the Federal Power Act.

9.7 Meeting with Transmission Provider

    Within ten (10) Business Days of providing the Affected System
Study Report to Affected System Interconnection Customer,
Transmission Provider and Affected System Interconnection Customer
shall meet to discuss the results of the Affected System Study.

9.8 Affected System Cost Allocation

    Transmission Provider will allocate Affected System Network
Upgrade costs identified during the Affected System Study to
Affected System Interconnection Customer(s) using a proportional
impact as described in Section 4.2.3 of this LGIP.

9.9 Tender of Affected Systems Facilities Construction Agreement

    Transmission Provider will tender to Affected System
Interconnection Customer an Affected System Facilities Construction
Agreement within thirty (30) Calendar Days of providing the Affected
System Study Report. Affected System Interconnection Customer must
notify Transmission Provider within five (5) Business Days of
executing Affected System Interconnection Customer's LGIA whether it
would like to execute the agreement or if it requests the agreement
to be filed unexecuted with FERC. Transmission Provider will execute
the agreement or file the agreement unexecuted within five (5)
Business Days after receiving direction from Affected System
Interconnection Customer.

9.10 Re-Study

    If Re-Study of the Affected System Study is required,
Transmission Provider shall notify Affected System Interconnection
Customer in writing. Such Re-Study shall take no longer than sixty
(60) Calendar Days from the date of notice. Any cost of Re-Study
shall be borne by the Affected System Interconnection Customer being
re-studied.
    [Prior to executing an LGIA, an Interconnection Customer may, in
order to advance the implementation of its interconnection, request
and Transmission Provider shall offer the Interconnection Customer,
an E&P Agreement that authorizes Transmission Provider to begin
engineering and procurement of long lead-time items necessary for
the establishment of the interconnection. However, Transmission
Provider shall not be obligated to offer an E&P Agreement if
Interconnection Customer is in Dispute Resolution as a result of an
allegation that Interconnection Customer has failed to meet any
milestones or comply with any prerequisites specified in other parts
of the LGIP. The E&P Agreement is an optional procedure and it will
not alter the Interconnection Customer's Queue Position or In-
Service Date. The E&P Agreement shall provide for Interconnection
Customer to pay the cost of all activities authorized by
Interconnection Customer and to make advance payments or provide
other satisfactory security for such costs.
    Interconnection Customer shall pay the cost of such authorized
activities and any cancellation costs for equipment that is already
ordered for its interconnection, which cannot be mitigated as
hereafter described, whether or not such items or equipment later
become unnecessary. If Interconnection Customer withdraws its
application for interconnection or either Party terminates the E&P
Agreement, to the extent the equipment ordered can be canceled under
reasonable terms, Interconnection Customer shall be obligated to pay
the associated cancellation costs. To the extent that the equipment
cannot be reasonably canceled, Transmission Provider may elect: (i)
to take title to the equipment, in which event Transmission Provider
shall refund Interconnection Customer any amounts paid by
Interconnection Customer for such equipment and shall pay the cost
of delivery of such equipment, or (ii) to transfer title to and
deliver such equipment to Interconnection Customer, in which event
Interconnection Customer shall pay any unpaid balance and cost of
delivery of such equipment.]
    * * *

Section 11. Standard Large Generator Interconnection Agreement (LGIA)

11.1 Tender

    Interconnection Customer shall tender comments on the draft
Interconnection Facilities Study Report within thirty (30) Calendar
Days of receipt of the report. Within thirty (30) Calendar Days
after the comments are submitted or after Interconnection Customer
notifies Transmission Provider that it will not provide comments,
Transmission Provider shall tender a draft LGIA, together with draft
appendices. The draft LGIA shall be in the form of Transmission
Provider's FERC-approved standard form LGIA, which is in Appendix 6.
Interconnection Customer shall execute and return the completed
draft appendices within thirty (30) Calendar Days, unless the (60)
Calendar Day negotiation period under Section 11.2 of this LGIP has
commenced.
    * * *

11.3 Execution and Filing

    Simultaneously with submitting the executed LGIA to Transmission
Provider, [Within fifteen (15) Business Days after receipt of the
final executed LGIA,]Interconnection Customer shall provide
Transmission Provider with [(A) reasonable evidence that continued
Site Control or (B) posting of $250,000, non-refundable additional
security, which shall be applied toward future construction
costs](1) demonstration of continued Site Control pursuant to
Section 3.4.2(iii) of this LGIP; and (2) per Section <IP_ADDRESS> of this
LGIP, a deposit equal to nine (9) times the amount required in
Section <IP_ADDRESS> of this LGIP. If Interconnection Customer reaches
Commercial Operation, this deposit will be refunded to
Interconnection Customer, including any accumulated interest.
Transmission Provider must not suspend the LGIA under LGIA Article
5.16 until Interconnection Customer has provided 1 and 2 to
Transmission Provider. If Interconnection Customer fails to provide
1 and 2 to Transmission Provider with fifteen (15) Business Days,
the Interconnection Request will be deemed withdrawn, subject to
Withdrawal Penalties per Section 3.7.1 of this LGIP.
    At the same time, Interconnection Customer also shall provide
reasonable evidence that one or more of the following milestones,
unless such milestone is inapplicable due to the characteristics of
the Generating Facility, in the development of the [Large]Generating
Facility, at Interconnection Customer election, has been achieved:
(i) the execution of a contract for the supply or transportation of
fuel to the [Large]Generating Facility ; (ii) the execution of a
contract for the supply of cooling water to the [Large]Generating
Facility; (iii) execution of a contract for the engineering for,
procurement of major equipment for, or construction of, the
[Large]Generating Facility; (iv) execution of a contract (or
comparable evidence) for the sale of electric energy or capacity
from the [Large]Generating Facility; [or] (v) application for an
air, water, or land use permit[.]; or (vi) Commercial Readiness
Demonstration pursuant to Section 8.1 of this LGIP (Commercial
Readiness Deposit is not allowed).
    * * *

Section 12. Construction of Transmission Provider's Interconnection
Facilities and Network Upgrades

    * * *

12.2.4 Amended Interconnection [System Impact]Cluster Study Report

    An Interconnection [System Impact]Cluster Study Report will be
amended to determine the facilities necessary to support the
requested In-Service Date. This amended study report will include
those transmission and [Large]Generating Facilities that are
expected to be in service on or before the requested In-Service
Date.
    * * *

Section 13. Miscellaneous

13.1 Confidentiality

    * * *
    13.1.9 Subject to the exception in Section 13.1.8 of this LGIP,
any information that a Party claims is competitively sensitive,
commercial or financial information (``Confidential Information``)
shall not be disclosed by the other Party to any person not employed
or retained by the other Party, except to the extent disclosure is
(i) required by law; (ii) reasonably deemed by the disclosing Party
to be required to be disclosed in connection with a dispute between
or among the Parties, or the defense of litigation or dispute; (iii)
otherwise permitted by consent of the other Party, such consent not
to be unreasonably withheld; or (iv) necessary to fulfill its
obligations under this LGIP or as a transmission service provider or
a [Control Area]Balancing Authority Area operator including
disclosing the Confidential Information to an RTO or ISO or to a
subregional, regional or national reliability organization or
planning group.

The Party asserting confidentiality shall notify the other Party in
writing of the information it claims is confidential. Prior to any
disclosures of the other Party's Confidential Information under this
subparagraph, or if any third party or Governmental Authority makes
any request or demand for any of the information described in this
subparagraph, the disclosing Party agrees to promptly notify the
other Party in writing and agrees to assert confidentiality and
cooperate with the other Party in seeking to protect the
Confidential Information from public disclosure by confidentiality
agreement, protective order or other reasonable measures.
    * * *

13.3 Obligation for Study Costs

    In the event an Interconnection Customer withdraws its
Interconnection Request prior to the commencement of the Cluster
Study, Interconnection Customer must pay Transmission Provider the
actual costs of processing its Interconnection Request.
Interconnection Customer will not be assessed a Withdrawal Penalty
in this case. Transmission Provider shall charge and Interconnection
Customer shall pay the actual costs of the Interconnection Studies.
The costs of Cluster Studies and Cluster Re-Studies shall be
allocated among each Interconnection Customer within the Cluster as
follows: (1) ninety percent (90%) of the applicable study costs on a
pro-rata basis based on requested megawatts included in the
applicable Cluster; and (2) ten percent (10%) of the applicable
study costs on a per capita basis based on the number of
Interconnection Requests included in the applicable Cluster.
    Any difference between the study deposit and the actual cost of
the applicable Interconnection Study shall be paid by or refunded,
except as otherwise provided herein, to Interconnection
[Customer]Customers or offset against the cost of any future
Interconnection Studies associated with the applicable
[Interconnection Request]Cluster prior to beginning of any such
future Interconnection Studies. Any invoices for Interconnection
Studies shall include a detailed and itemized accounting of the cost
of each Interconnection Study. Interconnection [Customer]Customers
shall pay any such undisputed costs within thirty (30) Calendar Days
of receipt of an invoice therefor. Any Interconnection Customer that
fails to pay such undisputed costs within the time allotted shall be
deemed withdrawn from the Cluster Study and will be subject to
Withdrawal Penalties pursuant to Section 3.7.1 of this LGIP.
[Transmission Provider shall not be obligated to perform or continue
to perform any studies unless Interconnection Customer has paid all
undisputed amounts in compliance herewith.]
    * * *

Section [9]13.7 Engineering & Procurement (`E&P') Agreement

    Prior to executing an LGIA, an Interconnection Customer may, in
order to advance the implementation of its interconnection, request
and Transmission Provider shall offer Interconnection Customer, an
E&P Agreement that authorizes Transmission Provider to begin
engineering and procurement of long lead-time items necessary for
the establishment of the interconnection. However, Transmission
Provider shall not be obligated to offer an E&P Agreement if
Interconnection Customer is in Dispute Resolution as a result of an
allegation that Interconnection Customer has failed to meet any
milestones or comply with any prerequisites specified in other parts
of the LGIP. The E&P Agreement is an optional procedure and it will
not alter Interconnection Customer's Queue Position or In-Service
Date. The E&P Agreement shall provide for Interconnection Customer
to pay the cost of all activities authorized by Interconnection
Customer and to make advance payments or provide other satisfactory
security for such costs.
    Interconnection Customer shall pay the cost of such authorized
activities and any cancellation costs for equipment that is already
ordered for its interconnection, which cannot be mitigated as
hereafter described, whether or not such items or equipment later
become unnecessary. If Interconnection Customer withdraws its
application for interconnection or either Party terminates the E&P
Agreement, to the extent the equipment ordered can be canceled under
reasonable terms, Interconnection Customer shall be obligated to pay
the associated cancellation costs. To the extent that the equipment
cannot be reasonably canceled, Transmission Provider may elect: (i)
to take title to the equipment, in which event Transmission Provider
shall refund Interconnection Customer any amounts paid by
Interconnection Customer for such equipment and shall pay the cost
of delivery of such equipment, or (ii) to transfer title to and
deliver such equipment to Interconnection Customer, in which event
Interconnection Customer shall pay any unpaid balance and cost of
delivery of such equipment.
    * * *

13.8 Alternative Transmission Technologies Annual Report

    Each Transmission Provider shall submit an annual informational
report to the Commission that details whether, and if so how,
advanced power flow control, transmission switching, dynamic line
ratings, static synchronous compensators, and/or static VAR
compensators were considered in interconnection requests over the
last year. The report must be submitted by the last calendar day of
December annually.

Appendix 1 to LGIP

Interconnection Request for a Large Generating Facility

    * * *
    5. Interconnection Customer provides the following information:
    a. Address or location or the proposed new [Large]Generating
Facility site (to the extent known) or, in the case of an existing
Generating Facility, the name and specific location of the existing
Generating Facility;
    b. Maximum summer at __ degrees C and winter at __ degrees C
megawatt electrical output of the proposed new [Large]Generating
Facility or the amount of megawatt increase in the generating
capacity of an existing Generating Facility;
    c. General description of the equipment configuration;
    d. Commercial Operation Date (Day, Month, and Year);
    e. Name, address, telephone number, and e-mail address of
Interconnection Customer's contact person;
    f. Approximate location of the proposed Point of Interconnection
(optional);
    g. Interconnection Customer Data (set forth in Attachment A);
    h. Primary frequency response operating range for electric
storage resources;
    i. Requested capacity (in MW) of Interconnection Service (if
lower than the Generating Facility Capacity)[.];
    j. If applicable, (1) the requested operating assumptions, such
as charge and discharge parameters, to be used by Transmission
Provider that reflect the proposed operation of the Electric Storage
Resource or Co-Located Resource containing an Electric Storage
Resource (including a hybrid resource), and (2) a description of any
control technologies (software and/or hardware) that will limit the
operation of the Electric Storage Resource or Co-Located Resource
containing an Electric Storage Resource (including a hybrid
resource) to its intended operation.
    * * *

Attachment A to Appendix 1

Interconnection Request

Large Generating Facility Data

    * * *
    For a non-synchronous Generating Facility, Interconnection
Customer must provide (1) a validated user-defined root mean squared
(RMS) positive sequence dynamics model; (2) an appropriately
parameterized generic library RMS positive sequence dynamics model,
including model block diagram of the inverter control and plant
control systems, as defined by the selection in Table 1 or a model
otherwise approved by the Western Electricity Coordinating Council,
that corresponds to Interconnection Customer's Generating Facility;
and (3) an electromagnetic transient model if Transmission Provider
performs an electromagnetic transient study as part of the
interconnection study process. Transmission Provider to insert
whether they perform an electromagnetic transient study. A user-
defined model is a set of programming code created by equipment
manufacturers or developers that captures the latest features of
controllers that are mainly software based and represents the
entities' control strategies but does not necessarily correspond to
any generic library model. For a model to be validated, there must
be confirmation by Interconnection Customer that the equipment
behavior is consistent with the model behavior (e.g., an attestation
from Interconnection Customer that the model accurately represents
the entire Generating Facility; attestations from each equipment
manufacturer that the user defined model accurately represents the
component of the Generating Facility; or test data).

                                                     Table 1
----------------------------------------------------------------------------------------------------------------
         GE PSLF              Siemens PSS/E *       PowerWorld simulator                Description
----------------------------------------------------------------------------------------------------------------
pvd1....................  .......................  PVD1..................  Distributed PV system model
der_a...................  DERAU1.................  DER_A.................  Distributed energy resource model
regc_a..................  REGCAU1, REGCA1........  REGC_A................  Generator/converter model
regc_b..................  REGCBU1................  REGC_B................  Generator/converter model
wt1g....................  WT1G1..................  WT1G and WT1G1........  Wind turbine model for Type-1 wind
                                                                            turbines (conventional directly
                                                                            connected induction generator)
wt2g....................  WT2G1..................  WT2G and WT2G1........  Generator model for generic Type-2
                                                                            wind turbines
wt2e....................  WT2E1..................  WT2E and WT2E1........  Rotor resistance control model for
                                                                            wound-rotor induction wind-turbine
                                                                            generator wt2g
reec_a..................  REECAU1, REECA1........  REEC--A...............  Renewable energy electrical control
                                                                            model
reec_c..................  REECCU1................  REEC_C................  Electrical control model for battery
                                                                            energy storage System
reec_d..................  REECDU1................  REEC_D................  Renewable energy electrical control
                                                                            model
wt1t....................  WT12T1.................  WT1T and WT12T1.......  Wind turbine model for Type-1 wind
                                                                            turbines (conventional directly
                                                                            connected induction generator)
wt1p_b..................  wt1p_b.................  WT12A1U_B.............  Generic wind turbine pitch controller
                                                                            for WTGs of Type 1 and 2
wt2t....................  WT12T1.................  WT2T..................  Wind turbine model for Type-2 wind
                                                                            turbines (directly connected
                                                                            induction generator wind turbines
                                                                            with an external rotor resistance)
wtgt_a..................  WTDTAU1, WTDTA1........  WTGT_A................  Wind turbine drive train model
wtga_a..................  WTARAU1, WTARA1........  WTGA_A................  Simple aerodynamic model
wtgp_a..................  WTPTAU1, WTPTA1........  WTGPT_A...............  Wind Turbine Generator Pitch
                                                                            controller
wtgq_a..................  WTTQAU1, WTTQA1........  WTGTRQ_A..............  Wind Turbine Generator Torque
                                                                            controller
wtgwgo_a................  WTGWGOAU...............  WTGWGO_A..............  Supplementary control model for Weak
                                                                            Grids
wtgibffr_a..............  WTGIBFFRA..............  WTGIBFFR_A............  Inertial-base fast frequency response
                                                                            control
wtgp_b..................  WTPTBU1................  WTGPT_B...............  Wind Turbine Generator Pitch
                                                                            controller
wtgt_b..................  WTDTBU1................  WTGT_B................  Drive train model
repc_a..................  Type 4: REPCAU1 (v33),
                           REPCA1 (v34).
                          Type 3: REPCTAU1 (v33),  REPC_A................  Power Plant Controller
                           REPCTA1 (v34).
repc_b..................  PLNTBU1................  REPC_B................  Power Plant Level Controller for
                                                                            controlling several plants/devices
                                                                           In regards to Siemens PSS/E: *
                                                                           Names of other models for interface
                                                                            with other devices:
                                                                           REA3XBU1, REAX4BU1--for interface
                                                                            with Type 3 and 4 renewable machines
                                                                           SWSAXBU1--for interface with SVC
                                                                            (modeled as switched shunt in
                                                                            powerflow)
                                                                           SYNAXBU1--for interface with
                                                                            synchronous condenser
                                                                           FCTAXBU1--for interface with FACTS
                                                                            device
repc_c..................  REPCCU.................  REPC_C................  Power plant controller
----------------------------------------------------------------------------------------------------------------

Appendix 2 to LGIP

[Interconnection Feasibility Study Agreement]

Informational Interconnection Study Request

    1. The undersigned prospective Interconnection Customer submits
this request for an Informational Interconnection Study to evaluate
the interconnection of its Generating Facility with Transmission
Provider's Transmission System pursuant to Section 6.1 of this LGIP,
to be performed in accordance with Transmission Provider's Tariff.
    2. The type of interconnection service to be evaluated (check
one):

____ Energy Resource Interconnection Service
____ Network Resource Interconnection Service
____ Both

    3. Prospective Interconnection Customer provides the following
information:
    a. Address or location of the proposed new Generating Facility
site to be studied or, in the case of an existing Generating
Facility, the name and specific location of the existing Generating
Facility;
    b. Maximum summer at __ degrees C and winter at __ degrees C
megawatt electrical output of the proposed new Generating Facility
or the amount of megawatt increase in the generating capacity of an
existing Generating Facility;
    c. General description of the equipment configuration;
    d. Commercial Operation Date to be studied (Day, Month, and
Year);
    e. Name, address, telephone number, and e-mail address of
prospective Interconnection Customer's contact person;
    f. Approximate location of the proposed Point of Interconnection
and any alternate Point(s) of Interconnection;
    g. Prospective Interconnection Customer Data (set forth in
Attachment A to Appendix 1, Generating Facility Data);
    h. Primary frequency response operating range for electric
storage resources;
    i. Requested capacity (in MW) of Interconnection Service to be
studied (if lower than the Generating Facility Capacity);
    j. A Scope of Work including any additional information that may
be reasonably required;
    k. $10,000 study deposit; and
    l. If applicable, requested operating assumptions to be studied,
such as charge and discharge parameters, that reflect the proposed
operation of the Electric Storage Resource or Co-Located Resource
containing an Electric Storage Resource (including a hybrid
resource).
    6. This Informational Interconnection Study Request shall be
submitted to the representative indicated below:
    {To be completed by Transmission Provider{time}
    7. Representative of prospective Interconnection Customer to
contact:
    {To be completed by prospective Interconnection Customer{time}
    8. This Informational Interconnection Request is submitted by:

 Name of prospective Interconnection Customer:-------------------------
 By (signature):-------------------------------------------------------
 Name (type or print):-------------------------------------------------
 Title:----------------------------------------------------------------
 Date:-----------------------------------------------------------------

Attachment A to Appendix 2

Informational Interconnection Study Agreement

    This Agreement is made and entered into this __ day of ____, 20
__ by and between ____, a ______ organized and existing under

the laws of the State of ______ (``Prospective Interconnection
Customer''), and ______, a ______ existing under the laws of the
State of ______ (``Transmission Provider''). Prospective
Interconnection Customer and Transmission Provider each may be
referred to as a ``Party,'' or collectively as the ``Parties.''

Recitals

    Whereas, Prospective Interconnection Customer is proposing to
develop a [Large]Generating Facility or generating capacity addition
to an existing Generating Facility [consistent with the
Interconnection Request submitted by Interconnection customer dated
______]; and
    [Whereas, Interconnection Customer desires to interconnect the
Large Generating Facility with the Transmission System; and]
    [Whereas, Interconnection Customer has requested Transmission
Provider to perform an Interconnection Feasibility Study to assess
the feasibility of interconnecting the proposed Large Generating
Facility to the Transmission System, and of any Affected Systems;]
    Whereas, Prospective Interconnection Customer is proposing to
evaluate an interconnection with Transmission Provider's
Transmission System; and
    Whereas, Prospective Interconnection Customer has submitted to
Transmission Provider an Informational Interconnection Study
Request;
    Now, therefore, in consideration of and subject to the mutual
covenants contained herein the Parties agree as follows:
    1.0 When used in this Agreement, with initial capitalization,
the terms specified shall have the meanings indicated in
[Transmission Provider's FERC-approved LGIP]this LGIP.
    2.0 Prospective Interconnection Customer elects and Transmission
Provider shall cause to be performed an Informational
Interconnection [Feasibility]Study consistent with Section 6.[0]1 of
this LGIP[in accordance with the Tariff].
    3.0 The scope of the Informational Interconnection
[Feasibility]Study shall be subject to the assumptions set forth in
Attachment [A]B to this Agreement.
    4.0 [The Interconnection Feasibility Study shall be based on the
technical information provided by Interconnection Customer in the
Interconnection Request, as may be modified as the result of the
Scoping Meeting. Transmission Provider reserves the right to request
additional technical information from Interconnection Customer as
may reasonably become necessary consistent with Good Utility
Practice during the course of the Interconnection Feasibility Study
and as designated in accordance with Section 3.4.4 of the LGIP. If,
after the designation of the Point of Interconnection pursuant to
Section 3.4.4 of the LGIP, Interconnection Customer modifies its
Interconnection Request pursuant to Section 4.4, the time to
complete the Interconnection Feasibility Study may be extended.] The
Informational Interconnection Study shall be performed solely for
informational purposes and is not binding on either Party.
    5.0 The Informational Interconnection Study report shall provide
a sensitivity analysis based on the assumptions specified by
prospective Interconnection Customer in this Agreement and the
technical information provided by prospective Interconnection
Customer.Transmission Provider reserves the right to request
additional technical information from prospective Interconnection
Customer as may reasonably become necessary consistent with Good
Utility Practice during the course of the Informational
Interconnection Study. If prospective Interconnection Customer
modifies its Informational Interconnection Study Request, the time
to complete the Informational Interconnection Study may be extended.
    The Informational Interconnection [Feasibility]Study report
shall provide the following information:

--preliminary identification of any circuit breaker short circuit
capability limits exceeded as a result of the interconnection;
--preliminary identification of any thermal overload or voltage
limit violations resulting from the interconnection; and
--[preliminary description and non-bonding estimated cost of
facilities required to interconnect the Large Generating Facility to
the Transmission System and to address the identified short circuit
and power flow issues.]Transmission Provider's Interconnection
Facilities and Network Upgrades, and the estimated cost thereof,
that may be required to provide transmission service or
Interconnection Service based upon the assumptions specified by
prospective Interconnection Customer in this agreement.

    6.0 Prospective Interconnection Customer shall provide a deposit
of $10,000 for the performance of the InformationalInterconnection
[Feasibility] Study. Transmission Provider's good faith estimate for
the time of completion of the Informational Interconnection Study is
{insert date{time} .
    Upon [receipt of]providing the Informational Interconnection
[Feasibility]Study report to prospective Interconnection Customer,
Transmission Provider shall charge and prospective Interconnection
Customer shall pay the actual costs of the Informational
Interconnection [Feasibility]Study.
    Any difference between the [deposit]initial payment and the
actual cost of the study shall be paid by or refunded to prospective
Interconnection Customer, as appropriate.
    7.0 Miscellaneous. The Informational Interconnection
[Feasibility]Study Agreement shall include standard miscellaneous
terms including, but not limited to, indemnities, representations,
disclaimers, warranties, governing law, amendment, execution,
waiver, enforceability and assignment, that reflect best practices
in the electric industry, and that are consistent with regional
practices, Applicable Laws and Regulations, and the organizational
nature of each Party. All of these provisions, to the extent
practicable, shall be consistent with the provisions of this LGIP
and the LGIA.
    In witness whereof, the Parties have caused this Agreement to be
duly executed by their duly authorized officers or agents on the day
and year first above written.

{Insert name of Transmission Provider or Transmission Owner, if
applicable{time}

By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------
By:--------------------------------------------------------------------
 Title:----------------------------------------------------------------
Date:------------------------------------------------------------------

{Insert name of prospective Interconnection Customer{time}

By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------

Attachment [A]B to Appendix 2

Informational Interconnection[Feasibility] Study Agreement

Assumptions Used In Conducting The Informational Interconnection
[Feasibility] Study

    The Informational Interconnection [Feasibility]Study will be
based upon the information set forth in the Interconnection Request
and agreed upon in the Scoping Meeting held on
    ____:
    Designation of Point of Interconnection and configuration to be
studied.
    Designation of alternative Point(s) of Interconnection and
configuration.
    {Above assumptions to be completed by Interconnection Customer
and other assumptions to be provided by Interconnection Customer and
Transmission Provider{time}

Appendix 3 to LGIP

[Interconnection System Impact]Cluster Study Agreement

    This Agreement is made and entered into this day of ____, 20__
by and between ____, a ____organized and existing under the laws of
the State of ____, (``Interconnection Customer,'') and ____, a ____
organized and existing under the laws of the State of
____(``Transmission Provider''). Interconnection Customer and
Transmission Provider each may be referred to as a ``Party,'' or
collectively as the ``Parties.''

Recitals

    Whereas, Interconnection Customer is proposing to develop a
[Large]Generating Facility or generating capacity addition to an
existing Generating Facility consistent with the Interconnection
Request submitted by Interconnection Customer dated ____; and
    Whereas, Interconnection Customer desires to interconnect
the[Large] Generating Facility with the Transmission System;
    Whereas, Transmission Provider has completed an Informational
Interconnection [Feasibility]Study (the ``[Feasibility]
Informational Study'') and provided the results of said study to
Interconnection Customer (This recital to be omitted if Transmission
Provider [does not require] did not conduct the Informational
Interconnection [Feasibility]Study.); and
    Whereas, Interconnection Customer has requested Transmission
Provider to perform [an Interconnection System Impact]a Cluster
Study to assess the impact of interconnecting the [Large]Generating
Facility to the

Transmission System, and of any Affected Systems;
    Now, Therefore, in consideration of and subject to the mutual
covenants contained herein, the Parties agreed as follows:
    1.0 When used in this Agreement, with initial capitalization,
the terms specified shall have the meanings indicated in this LGIP.
    2.0 Interconnection Customer elects and Transmission Provider
shall cause to be performed [an Interconnection System Impact]a
Cluster Study consistent with Section 7.0 of this LGIP in accordance
with the Tariff.
    3.0 The scope of the [Interconnection System Impact]Cluster
Study shall be subject to the assumptions set forth in Attachment A
to this Agreement.
    4.0 The [Interconnection System Impact]Cluster Study will be
based upon the results of the Informational Interconnection
[Feasibility]Study and the technical information provided by
Interconnection Customer in the Interconnection Request, subject to
any modifications in accordance with Section 4.4 of this LGIP.
Transmission Provider reserves the right to request additional
technical information from Interconnection Customer as may
reasonably become necessary consistent with Good Utility Practice
during the course of the [Interconnection Customer System
Impact]Cluster Study. If Interconnection Customer modifies its
designated Point of Interconnection, Interconnection Request, or the
technical information provided therein, the time to complete
the[Interconnection System Impact] Cluster Study may be extended.
    5.0 The [Interconnection System Impact]Cluster Study
[report]Report shall provide the following information:

--identification of any circuit breaker short circuit capability
limits exceeded as a result of the interconnection;
--identification of any thermal overload or voltage limit violations
resulting from the interconnection;
--identification of any instability or inadequately damped response
to system disturbances resulting from the interconnection; and
--description and non-binding, good faith estimated cost of
facilities required to interconnect the [Large]Generating Facility
to the Transmission System and to address the identified short
circuit, instability, and power flow issues.

    6.0 [Interconnection Customer shall provide a deposit of $50,000
for the performance of the Interconnection System Impact
Study.]Transmission Provider's good faith estimate for the time of
completion of the [Interconnection System Impact]Cluster Study is
{insert date{time} .
    Upon receipt of the [Interconnection System Impact]Cluster
Study, Transmission Provider shall charge and Interconnection
Customer shall pay its share of the actual costs of the
[Interconnection System Impact]Cluster Study, consistent with
Section 13.3 of this LGIP.
    Any difference between the deposit and the actual cost of the
study shall be paid by or refunded to Interconnection Customer, as
appropriate.
    7.0 Miscellaneous. The [Interconnection System Impact]Cluster
Study Agreement shall include standard miscellaneous terms
including, but not limited to, indemnities, representations,
disclaimers, warranties, governing law, amendment, execution,
waiver, enforceability and assignment, that reflect best practices
in the electric industry, that are consistent with regional
practices, Applicable Laws and Regulations and the organizational
nature of each Party. All of these provisions, to the extent
practicable, shall be consistent with the provisions of this LGIP
and LGIA.
    In witness thereof, the Parties have caused this Agreement to be
duly executed by their duly authorized officers or agents on the day
and year first above written.
{Insert name of Transmission Provider or Transmission Owner, if
applicable{time}

By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------

{Insert name of Interconnection Customer{time}

By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------

Attachment A to Appendix 3

[Interconnection System Impact]Cluster Study Agreement

Assumptions Used In Conducting The [Interconnection System
Impact]Cluster Study

    The [Interconnection System Impact]Cluster Study will be based
upon the results of the Informational Interconnection [Feasibility]
Study, subject to any modifications in accordance with Section 4.4
of this[e] LGIP, and the following assumptions:
    Designation of Point of Interconnection and configuration to be
studied.
    Designation of alternative Point(s) of Interconnection and
configuration.
    {Above assumptions to be completed by Interconnection Customer
and other assumptions to be provided by Interconnection Customer and
Transmission Provider{time}

Appendix 4 to LGIP

Interconnection Facilities Study Agreement

    * * *
    Whereas, Transmission Provider has completed an Interconnection
[System Impact] Cluster Study (the ``[System Impact]Cluster Study'')
and provided the results of said study to Interconnection Customer;
and
    Whereas, Interconnection Customer has requested Transmission
Provider to perform an Interconnection Facilities Study to specify
and estimate the cost of the equipment, engineering, procurement and
construction work needed to implement the conclusions of the
Interconnection [System Impact]Cluster Study in accordance with Good
Utility Practice to physically and electrically connect the
[Large]Generating Facility to the Transmission System.
    * * *
    4.0 The Interconnection Facilities Study report (i) shall
provide a description, estimated cost of (consistent with Attachment
A), schedule for required facilities to interconnect the [Large]
Generating Facility to the Transmission System and (ii) shall
address the short circuit, instability, and power flow issues
identified in the Interconnection [System Impact]Cluster Study.
    * * *

Attachment A to Appendix 4

Interconnection Facilities Study Agreement

Interconnection Customer Schedule Election For Conducting The
Interconnection Facilities Study

    Transmission Provider shall [use Reasonable Efforts to]complete
the study and issue a draft Interconnection Facilities Study report
to Interconnection Customer within the following number of days
after [of]receipt of an executed copy of this Interconnection
Facilities Study Agreement.
    * * *

Appendix 13 to LGIP

Transitional Cluster Study Agreement

    THIS AGREEMENT is made and entered into this __ day of ____,
20__ by and between ____, a ____ organized and existing under the
laws of the State of ____ (``Interconnection Customer''), and ____,
a ____ organized and existing under the laws of the State of ____
(``Transmission Provider''). Interconnection Customer and
Transmission Provider each may be referred to as a ``Party,'' or
collectively as the ``Parties.''

Recitals

    Whereas, Interconnection Customer is proposing to develop a
Generating Facility or generating capacity addition to an existing
Generating Facility consistent with the Interconnection Request
submitted by Interconnection Customer dated____;
    Whereas, Interconnection Customer desires to interconnect the
Generating Facility with Transmission Provider's Transmission
System; and
    Whereas, Interconnection Customer has requested Transmission
Provider to perform a ``Transitional Cluster Study,'' which is a
combined system impact and facility Cluster Study to specify and
estimate the cost of the equipment, engineering, procurement, and
construction work needed to physically and electrically connect the
Generating Facility to Transmission Provider's Transmission System;
and
    Whereas, Interconnection Customer has a valid Queue Position as
of the effective date of this LGIP.
    Now, Therefore, in consideration of and subject to the mutual
covenants contained herein, the Parties agree as follows:
    1.0 When used in this Agreement, with initial capitalization,
the terms specified shall have the meanings indicated in this LGIP.
    2.0 Interconnection Customer elects, and Transmission Provider
shall cause to be performed, a Transitional Cluster Study.
    3.0 The Transitional Cluster Study shall be based upon the
technical information provided by Interconnection Customer in the
Interconnection Request. Transmission

Provider reserves the right to request additional technical
information from Interconnection Customer as may reasonably become
necessary consistent with Good Utility Practice during the course of
the Transitional Cluster Study and Interconnection Customer shall
provide such data as quickly as reasonable.
    4.0 Pursuant to Section <IP_ADDRESS> of this LGIP, the interim
Transitional Cluster Study report shall provide the information
below:

--identification of any circuit breaker short circuit capability
limits exceeded as a result of the interconnection;
--identification of any thermal overload or voltage limit violations
resulting from the interconnection;
--identification of any instability or inadequately damped response
to system disturbances resulting from the interconnection; and
--Transmission Provider's Interconnection Facilities and Network
Upgrades that are expected to be required as a result of the
Interconnection Request(s) and a non-binding, good faith estimate of
cost responsibility and a non-binding, good faith estimated time to
construct.

    5.0 Pursuant to Section <IP_ADDRESS> of this LGIP, the final
Transitional Cluster Study Report shall: (1) provide all the
information included in the interim Transitional Cluster Study
report; (2) provide a description of, estimated cost of, and
schedule for required facilities to interconnect the Generating
Facility to the Transmission System; and (3) address the short
circuit, instability, and power flow issues identified in the
interim Transitional Cluster Study report.
    6.0 Interconnection Customer has met certain requirements
described in Section <IP_ADDRESS> of this LGIP.
    7.0 Interconnection Customer previously provided a deposit for
the performance of Interconnection Studies. Upon receipt of the
final Transitional Cluster Study Report, Transmission Provider shall
charge and Interconnection Customer shall pay the actual costs of
the Transitional Cluster Study. Any difference between the study
deposit and the actual cost of the study shall be paid by or
refunded to Interconnection Customer, in accordance with the
provisions of Section 13.3 of this LGIP.
    8.0 Miscellaneous. The Transitional Cluster Study Agreement
shall include standard miscellaneous terms including, but not
limited to, indemnities, representations, disclaimers, warranties,
governing law, amendment, execution, waiver, enforceability and
assignment, that reflect best practices in the electric industry,
and that are consistent with regional practices, Applicable Laws and
Regulations, and the organizational nature of each Party. All of
these provisions, to the extent practicable, shall be consistent
with the provisions of this LGIP and the LGIA.
    In witness whereof, the Parties have caused this Agreement to be
duly executed by their duly authorized officers or agents on the day
and year first above written.

{Insert name of Transmission Provider or Transmission Owner, if
applicable{time}

By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------
{Insert name of Interconnection Customer{time}

By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------

Appendix 14 to LGIP

Transitional Serial Interconnection Facilities Study Agreement

    THIS AGREEMENT is made and entered into this __ day of __, 20__,
by and between __, a __ organized and existing under the laws of the
State of __; (``Interconnection Customer'') and ____, a ____
organized and existing under the laws of the State of ____
(``Transmission Provider''). Interconnection Customer and
Transmission Provider each may be referred to as a ``Party,'' or
collectively as the ``Parties.''

Recitals

    Whereas, Interconnection Customer is proposing to develop a
Generating Facility or generating capacity addition to an existing
Generating Facility consistent with the Interconnection Request
submitted by Interconnection Customer dated __; and
    Whereas, Interconnection Customer desires to interconnect the
Generating Facility with Transmission Provider's Transmission
System; and
    Whereas, Interconnection Customer has requested Transmission
Provider to continue processing its Interconnection Facilities Study
to specify and estimate the cost of the equipment, engineering,
procurement, and construction work needed to implement the
conclusions of the final Interconnection System Impact Study in
accordance with Good Utility Practice to physically and electrically
connect the Generating Facility to the Transmission System; and
    Whereas, Interconnection Customer has executed, and Transmission
Provider has accepted an Interconnection Facilities Study Agreement
on or before the effective date of this LGIP.
    Now, Therefore, in consideration of and subject to the mutual
covenants contained herein, the Parties agree as follows:
    1.0 When used in this Agreement, with initial capitalization,
the terms specified shall have the meanings indicated in this LGIP.
    2.0 Interconnection Customer elects and Transmission Provider
shall cause to be performed an Interconnection Facilities Study
consistent with Section 8 of this LGIP.
    3.0 The scope of the Interconnection Facilities Study shall be
subject to the assumptions set forth in Attachment A to this
Agreement, which shall be the same assumptions as the previous
Interconnection Facilities Study Agreement.
    4.0 The Interconnection Facilities Study report shall: (1)
provide a description, estimated cost of (consistent with Attachment
A), and schedule for required facilities to interconnect the
Generating Facility to the Transmission System; and (2) address the
short circuit, instability, and power flow issues identified in the
most recently published Cluster Study Report.
    5.0 Interconnection Customer has met certain requirements
described in Section <IP_ADDRESS> of this LGIP. The time for completion
of the Interconnection Facilities Study is specified in Attachment
A.
    6.0 Interconnection Customer previously provided a deposit of
______dollars ($)__ for the performance of the Interconnection
Facilities Study.
    7.0 Upon receipt of the Interconnection Facilities Study
results, Transmission Provider shall charge and Interconnection
Customer shall pay the actual costs of the Interconnection
Facilities Study.
    8.0 Any difference between the study deposit and the actual cost
of the study shall be paid by or refunded to Interconnection
Customer, as appropriate.
    9.0 Miscellaneous. The Interconnection Facilities Study
Agreement shall include standard miscellaneous terms including, but
not limited to, indemnities, representations, disclaimers,
warranties, governing law, amendment, execution, waiver,
enforceability and assignment, that reflect best practices in the
electric industry, and that are consistent with regional practices,
Applicable Laws and Regulations, and the organizational nature of
each Party. All of these provisions, to the extent practicable,
shall be consistent with the provisions of this LGIP and this LGIA.
    In Witness Whereof, the Parties have caused this Agreement to be
duly executed by their duly authorized officers or agents on the day
and year first above written.

{Insert name of Transmission Provider or Transmission Owner, if
applicable{time}
By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------
{Insert name of Interconnection Customer{time}
By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------

Attachment A to Appendix 14--Transitional Serial Interconnection
Facilities Study Agreement

Assumptions Used in Conducting the Transitional Serial Interconnection
Facilities Study

    {Assumptions to be completed by Interconnection Customer and
Transmission Provider{time}

Appendix 15 to LGIP--Affected System Study Agreement

    This Agreement is made and entered into this __ day of______ ,
20 __, by and among ______, a ______ organized and existing under
the laws of the State of______ (Affected System Interconnection
Customer) and ______,a______ organized and existing under the laws
of the State of______ (Transmission Provider acting as Affected
System). Affected System Interconnection Customer and Transmission
Provider each may be referred to as a ``Party,'' or collectively as
the ``Parties.''

Recitals

    Whereas, Affected System Interconnection Customer is proposing
to develop a {description of generating facility or generating
capacity addition to an existing generating facility{time}
consistent with the interconnection request submitted by Affected
System Interconnection Customer to {name of transmission
provider{time} , dated

______, for which {name of transmission provider{time}  found
impacts on Transmission Provider's Transmission System; and
    Whereas, Affected System Interconnection Customer desires to
interconnect the {description of generating facility{time}  with
{name of transmission provider{time} 's transmission system;
    Now, therefore, in consideration of and subject to the mutual
covenants contained herein, the Parties agree as follows:
    1.0 When used in this Agreement, with initial capitalization,
the terms specified shall have the meanings indicated in this LGIP.
    2.0 Transmission Provider shall coordinate with Affected System
Interconnection Customer to perform an Affected System Study
consistent with Section 9 of this LGIP.
    3.0 The scope of the Affected System Study shall be subject to
the assumptions set forth in Attachment A to this Agreement.
    4.0 The Affected System Study will be based upon the technical
information provided by Affected System Interconnection Customer and
{name of transmission provider{time} . Transmission Provider
reserves the right to request additional technical information from
Affected System Interconnection Customer as may reasonably become
necessary consistent with Good Utility Practice during the course of
the Affected System Study. If Affected System Interconnection
Customer modifies its designated point of interconnection,
interconnection request, or the technical information provided
therein is modified, the time to complete the Affected System Study
may be extended by Transmission Provider.
    5.0 The Affected System Study shall provide the following
information:
--identification of any circuit breaker short circuit capability
limits exceeded as a result of the interconnection;
--identification of any thermal overload or voltage limit violations
resulting from the interconnection;
--identification of any instability or inadequately damped response
to system disturbances resulting from the interconnection;
--non-binding, good faith estimated cost of facilities required to
interconnect the {description of generating facility{time}  to the
transmission provider with whom interconnection has been requested;
and
--description of how such facilities will address the identified
short circuit, instability, and power flow issues.
    6.0 Upon receipt of this Agreement, Transmission Provider shall
charge, and Affected System Interconnection Customer shall pay, an
initial Affected System Study deposit. Any difference between the
deposit and the actual cost of the Study shall be paid by or
refunded to Affected System Interconnection Customer, as
appropriate, including interest calculated in accordance with
section 35.19a(a)(2) of FERC's regulations.
    7.0 This Agreement shall include standard miscellaneous terms
including, but not limited to, indemnities, representations,
disclaimers, warranties, governing law, amendment, execution,
waiver, enforceability and assignment, which reflect best practices
in the electric industry, that are consistent with regional
practices, Applicable Laws and Regulations and the organizational
nature of each Party. All of these provisions, to the extent
practicable, shall be consistent with the provisions of this LGIP
and this LGIA.
    In Witness Thereof, the Parties have caused this Agreement to be
duly executed by their duly authorized officers or agents on the day
and year first above written.
{Insert name of Transmission Provider acting as Affected
System{time} {time}
By:--------------------------------------------------------------------
By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------
Date:------------------------------------------------------------------

{Insert name of Affected System Interconnection Customer{time}
By:--------------------------------------------------------------------
Title:-----------------------------------------------------------------
Date:------------------------------------------------------------------

Attachment A to the Affected System Study Agreement

Assumptions Used in Conducting the Affected System Study

    The Affected System Study will be based upon the following
assumptions: {Assumptions to be completed by Affected System
Interconnection Customer and Transmission Provider acting as
Affected System{time}

Appendix 16 to LGIP--Affected Systems Facilities Construction Agreement

    This Agreement is made and entered into this __ day of ______,
20__, by and among ______, organized and existing under the laws
20__, of the State of ______ (Affected System Interconnection
Customer) and ______, an entity organized under the laws of the
State of ______ (Transmission Provider acting as Affected System).
Affected System Interconnection Customer and Transmission Provider
each may be referred to as a ``Party'' or collectively as the
``Parties.''

Recitals

    Whereas, Affected System Interconnection Customer is proposing
to develop a {description of generating facility or generating
capacity addition to an existing generating facility{time}
consistent with the interconnection request submitted by Affected
System Interconnection Customer to {name of transmission
provider{time} , dated______, for which {name of transmission
provider{time}  found impacts on Transmission Provider's
Transmission System; and
    Whereas, Affected System Interconnection Customer desires to
interconnect the {description of generating facility{time}  with
{name of transmission provider{time} 's transmission system; and
    Whereas, additions, modifications, and upgrades must be made to
certain existing facilities of Transmission Provider's Transmission
System to accommodate such interconnection; and
    Whereas, Affected System Interconnection Customer has requested,
and Transmission Provider has agreed, to enter into this Agreement
for the purpose of facilitating the construction of necessary
Affected System Network Upgrades;
    Now, Therefore, in consideration of and subject to the mutual
covenants contained herein, the Parties agree as follows:

Article 1--Definitions

    When used in this Agreement, with initial capitalization, the
terms specified shall have the meanings indicated in this LGIP.

Article 2--Term of Agreement

    2.1 Effective Date. This Agreement shall become effective upon
execution by the Parties subject to acceptance by FERC (if
applicable), or if filed unexecuted, upon the date specified by
FERC.
    2.2 Term.
    2.2.1 General. This Agreement shall become effective as provided
in Article 2.1 and shall continue in full force and effect until the
earlier of (1) the final repayment, where applicable, by
Transmission Provider of the amount funded by Affected System
Interconnection Customer for Transmission Provider's design,
procurement, construction and installation of the Affected System
Network Upgrades provided in Appendix A; (2) the Parties agree to
mutually terminate this Agreement; (3) earlier termination is
permitted or provided for under Appendix A of this Agreement; or (4)
Affected System Interconnection Customer terminates this Agreement
after providing Transmission Provider with written notice at least
sixty (60) Calendar Days prior to the proposed termination date,
provided that Affected System Interconnection Customer has no
outstanding contractual obligations to Transmission Provider under
this Agreement. No termination of this Agreement shall be effective
until the Parties have complied with all Applicable Laws and
Regulations applicable to such termination. The term of this
Agreement may be adjusted upon mutual agreement of the Parties if
the commercial operation date for the {description of generating
facility{time}  or the In-Service Date for the Affected System
Network Upgrades is adjusted in accordance with the rules and
procedures established by Transmission Provider.
    2.2.2 Termination Upon Default. In the event of a Default by a
Party, the Non-Breaching Party shall have the termination rights
described in Articles 5 and 6; provided, however, if the Default
does not pose a threat to the reliability of Transmission Provider's
Transmission System, Transmission Provider may not terminate this
Agreement if Affected System Interconnection Customer is the
Breaching Party and Affected System Interconnection Customer (1) has
undertaken, in accordance with Article 5.2, to cure the Breach that
led to the Default and has failed to cure the Breach for reasons
other than Affected System Interconnection Customer's failure to
diligently commence reasonable and appropriate steps to cure the
Breach within the thirty (30) Calendar Days allowed by Article 5.2,
and (2) compensates Transmission Provider within thirty (30)
Calendar Days for the amount of damage billed to Affected System
Interconnection Customer by Transmission Provider for any

damages, including costs and expenses, incurred by Transmission
Provider as a result of such Default.
    2.2.3 Consequences of Termination. In the event of a termination
by either Party, other than a termination by Affected System
Interconnection Customer due to a Breach by Transmission Provider,
Affected System Interconnection Customer must pay Transmission
Provider all amounts still due and payable for construction and
installation of the Affected System Network Upgrades (including,
without limitation, any equipment ordered related to such
construction), plus all out-of-pocket expenses incurred by
Transmission Provider in connection with the construction and
installation of the Affected System Network Upgrades, through the
date of termination, plus any actual costs which Transmission
Provider reasonably incurs in (1) winding up work and construction
demobilization and (2) ensuring the safety of persons and property
and the integrity and safe and reliable operation of Transmission
Provider's Transmission System. Transmission Provider must minimize
such costs.
    Affected System Interconnection Customer is responsible for the
cost of additional facilities that is caused to another
Interconnection Customer due to the termination of this Agreement,
Affected System Interconnection Customer's LGIA, or any of Affected
System Interconnection Customer's other Affected System Facilities
Construction Agreement(s).
    2.2.4 Reservation of Rights. Transmission Provider shall have
the right to make a unilateral filing with FERC to modify this
Agreement with respect to any rates, terms and conditions, charges,
classifications of service, rule or regulation under section 205 or
any other applicable provision of the Federal Power Act and FERC's
rules and regulations thereunder, and Affected System
Interconnection Customer shall have the right to make a unilateral
filing with FERC to modify this Agreement pursuant to section 206 or
any other applicable provision of the Federal Power Act and FERC's
rules and regulations thereunder; provided that each Party shall
have the right to protest any such filing by the other Party and to
participate fully in any proceeding before FERC in which such
modifications may be considered. Nothing in this Agreement shall
limit the rights of the Parties or of FERC under sections 205 or 206
of the Federal Power Act and FERC's rules and regulations
thereunder, except to the extent that the Parties otherwise mutually
agree as provided herein.
    2.3 Filing. Transmission Provider shall file this Agreement (and
any amendment hereto) with the appropriate Governmental Authority,
if required. Affected System Interconnection Customer may request
that any information so provided be subject to the confidentiality
provisions of Article 8. If Affected System Interconnection Customer
has executed this Agreement, or any amendment thereto, Affected
System Interconnection Customer shall reasonably cooperate with
Transmission Provider with respect to such filing and to provide any
information reasonably requested by Transmission Provider needed to
comply with applicable regulatory requirements.
    2.4 Survival. This Agreement shall continue in effect after
termination to the extent necessary to provide for final billings
and payments and for costs incurred hereunder, including billings
and payments pursuant to this Agreement; to permit the determination
and enforcement of liability and indemnification obligations arising
from acts or events that occurred while this Agreement was in
effect; and to permit each Party to have access to the lands of the
other Party pursuant to this Agreement or other applicable
agreements, to disconnect, remove or salvage its own facilities and
equipment.
    2.5 Termination Obligations. Upon any termination pursuant to
this Agreement, Affected System Interconnection Customer shall be
responsible for the payment of all costs or other contractual
obligations incurred prior to the termination date including
previously incurred capital costs, penalties for early termination,
costs of removal and site restoration.

Article 3--Construction of Network Upgrades

3.1 Construction

    3.1.1 Transmission Provider Obligations. Transmission Provider
will (or will cause such action to) design, procure, construct and
install, and Affected System Interconnection Customer shall pay,
consistent with Article 3.2, the cost of all Affected System Network
Upgrades identified in Appendix A. All Affected System Network
Upgrades designed, procured, constructed and installed by
Transmission Provider pursuant to this Agreement shall satisfy all
requirements of applicable safety and/or engineering codes and
comply with Good Utility Practice, and further, shall satisfy all
Applicable Laws and Regulations.

3.1.2 Suspension of Work

    <IP_ADDRESS> Right to Suspend for Force Majeure Event. Provided that
such suspension is permissible under the authorizations, permits or
approvals granted for the construction of the Affected System
Network Upgrades, Affected System Interconnection Customer shall not
suspend unless a Force Majeure event occurs. Affected System
Interconnection Customer must provide to Transmission Provider (1)
written notice of its request for suspension and (2) a sufficient
description, as determined by Transmission Provider, of the Force
Majeure event. Only the Affected System Interconnection Customer
milestones described in the Appendices of this Agreement are subject
to suspension under this Article 3.1.2. Prior to suspension,
Affected System Interconnection Customer must also provide security
acceptable to Transmission Provider, equivalent to the higher of
five million dollars ($5,000,000) or the total cost of all Affected
System Network Upgrades listed in Appendix A of this Agreement.
Affected System Network Upgrades will be constructed on the schedule
described in the Appendices of this Agreement unless: (1)
construction is prevented by the order of a Governmental Authority;
(2) the Affected System Network Upgrades are not needed by any other
Interconnection Customer; or (3) Transmission Provider determines
that a Force Majeure event prevents construction. In the event of
(1), (2), or (3), security shall be released by Transmission
Provider upon the determination by Transmission Provider that the
Network Upgrades will no longer be constructed. If suspension
occurs, Affected System Interconnection Customer shall be
responsible for the costs which Transmission Provider incurs (i) in
accordance with this Agreement prior to the suspension, (ii) in
suspending such work, including any costs incurred to perform such
work as may be necessary to ensure the safety of persons and
property and the integrity of Transmission Provider's Transmission
System and, if applicable, any costs incurred in connection with the
cancellation of contracts and orders for material which Transmission
Provider cannot reasonably avoid, and (iii) reasonably incurs in
winding up work and construction demobilization; provided, however,
that, prior to canceling any such contracts or orders, Transmission
Provider shall obtain Affected System Interconnection Customer's
authorization. Affected System Interconnection Customer shall be
responsible for all costs incurred in connection with Affected
System Interconnection Customer's failure to authorize cancellation
of such contracts or orders.
    Interest on amounts paid by Affected System Interconnection
Customer to Transmission Provider for the design, procurement,
construction, and installation of the Affected System Network
Upgrades, shall not accrue during periods in which Affected System
Interconnection Customer has suspended construction under this
Article 3.1.2. Transmission Provider shall invoice Affected System
Interconnection Customer pursuant to Article 4 and will use
reasonable efforts to minimize its costs. In the event that Affected
System Interconnection Customer suspends work pursuant to this
Article, no construction duration, timelines and schedules set forth
in Appendix A shall be suspended during the period of suspension
unless ordered by a Governmental Authority, with such order being
the Force Majeure event causing the suspension.
    <IP_ADDRESS> Recommencing of Work. If Affected System Interconnection
Customer requests that Transmission Provider recommence such work,
Transmission Provider shall have no obligation to afford such work
the priority it would have had but for the prior actions of Affected
System Interconnection Customer to suspend the work. In such event,
Affected System Interconnection Customer shall be responsible for
any costs incurred in recommencing the work. All recommenced work
shall be completed pursuant to an amended schedule for the
interconnection agreed to by the Parties. Transmission Provider has
the right to conduct a Re-Study of the Affected System Study if
conditions have materially changed subsequent to the request to
suspend. Affected System Interconnection Customer shall be
responsible for the costs of any studies required.
    <IP_ADDRESS> Right to Suspend Due to Default. Transmission Provider
reserves the

right, upon written notice to Affected System Interconnection
Customer, to suspend, at any time, work by Transmission Provider due
to an Event of Default by Affected System Interconnection Customer.
The incurrence of additional expenses associated with the
construction and installation of the Affected System Network
Upgrades upon the occurrence of either a Breach that Affected System
Interconnection Customer is unable to cure pursuant to Article 5 or
an Event of Default pursuant to Article 5. Any form of suspension by
Transmission Provider shall not be barred by Articles 2.2.2, 2.2.3
or 5.2.2, nor shall it affect Transmission Provider's right to
terminate the work or this Agreement pursuant to Article 6. In such
events, Affected System Interconnection Customer shall be
responsible for costs which Transmission Provider incurs as set
forth in Article 2.2.3.
    3.1.3 Construction Status. Transmission Provider shall keep
Affected System Interconnection Customer advised periodically as to
the progress of its respective design, procurement and construction
efforts as described in Appendix A. Affected System Interconnection
Customer may, at any time and reasonably, request a progress report
from Transmission Provider. If, at any time, Affected System
Interconnection Customer determines that the completion of the
Affected System Network Upgrades will not be required until after
the specified In-Service Date, Affected System Interconnection
Customer will provide written notice to Transmission Provider of
such later date upon which the completion of the Affected System
Network Upgrades would be required. Transmission Provider may delay
the In-Service Date of the Affected System Network Upgrades
accordingly.
    3.1.4 Timely Completion. Transmission Provider shall use
reasonable efforts to design, procure, construct, install, and test
the Affected System Network Upgrades in accordance with the schedule
set forth in Appendix A, which schedule may be revised from time to
time by mutual agreement of the Parties. If any event occurs that
will affect the time or ability to complete the Affected System
Network Upgrades, Transmission Provider shall promptly notify
Affected System Interconnection Customer. In such circumstances,
Transmission Provider shall, within fifteen (15) Calendar Days of
such notice, convene a meeting with Affected System Interconnection
Customer to evaluate the alternatives available to Affected System
Interconnection Customer. Transmission Provider shall also make
available to Affected System Interconnection Customer all studies
and work papers related to the event and corresponding delay,
including all information that is in the possession of Transmission
Provider that is reasonably needed by Affected System
Interconnection Customer to evaluate alternatives. Transmission
Provider shall, at Affected System Interconnection Customer's
request and expense, use reasonable efforts to accelerate its work
under this Agreement to meet the schedule set forth in Appendix A,
provided that Affected System Interconnection Customer authorizes
such actions and the costs associated therewith in advance.
    3.2 Interconnection Costs.
    3.2.1 Costs. Affected System Interconnection Customer shall pay
to Transmission Provider costs (including taxes and financing costs)
associated with seeking and obtaining all necessary approvals and of
designing, engineering, constructing, and testing the Affected
System Network Upgrades, as identified in Appendix A, in accordance
with the cost recovery method provided herein. Unless Transmission
Provider elects to fund the Affected System Network Upgrades, they
shall be initially funded by Affected System Interconnection
Customer.
    <IP_ADDRESS> Lands of Other Property Owners. If any part of the
Affected System Network Upgrades is to be installed on property
owned by persons other than Affected System Interconnection Customer
or Transmission Provider, Transmission Provider shall, at Affected
System Interconnection Customer's expense, use efforts similar in
nature and extent to those that it typically undertakes on its own
behalf or on behalf of its Affiliates, including use of its eminent
domain authority to the extent permitted and consistent with
Applicable Laws and Regulations and, to the extent consistent with
such Applicable Laws and Regulations, to procure from such persons
any rights of use, licenses, rights of way and easements that are
necessary to construct, operate, maintain, test, inspect, replace or
remove the Affected System Network Upgrades upon such property.
    3.2.2 Repayment.
    <IP_ADDRESS> Repayment. Affected System Interconnection Customer
shall be entitled to a cash repayment by Transmission Provider(s)
that owns the Affected System Network Upgrades, of the amount paid
respectively to Transmission Provider, if any, for the Affected
System Network Upgrades, and including any tax gross-up or other
tax-related payments associated with the repayable portion of the
Affected System Network Upgrades, and not refunded to Affected
System Interconnection Customer pursuant to Article 3.3.1 or
otherwise. The Parties may mutually agree to a repayment schedule,
to be outlined in Appendix A, not to exceed twenty (20) years from
the Commercial Operation Date of the Affected System Network
Upgrades, for the complete repayment for all applicable costs
associated with the Affected System Network Upgrades. Any repayment
shall include interest calculated in accordance with the methodology
set forth in FERC's regulations at 18 CFR 35.19 a(a)(2)(iii) from
the date of any payment for Affected System Network Upgrades through
the date on which Affected System Interconnection Customer receives
a repayment of such payment pursuant to this subparagraph. Interest
shall not accrue during periods in which Affected System
Interconnection Customer has suspended construction pursuant to
Article <IP_ADDRESS> or the Affected System Network Upgrades have been
determined not to be needed pursuant to this Article <IP_ADDRESS>.
Affected System Interconnection Customer may assign such repayment
rights to any person.
    <IP_ADDRESS> Impact of Failure to Achieve Commercial Operation. If
the {description of generating facility{time}  fails to achieve
commercial operation, but it or another generating facility is later
constructed and makes use of the Affected System Network Upgrades,
Transmission Provider shall at that time reimburse Affected System
Interconnection Customer. Before any such reimbursement can occur,
Affected System Interconnection Customer (or the entity that
ultimately constructs the {description of generating
facility{time} ), if different, is responsible for identifying the
entity to which the reimbursement must be made.
    3.3 Taxes.
    3.3.1 Indemnification for Contributions in Aid of Construction.
With regard only to payments made by Affected System Interconnection
Customer to Transmission Provider for the installation of the
Affected System Network Upgrades, Transmission Provider shall not
include a gross-up for income taxes in the amounts it charges
Affected System Interconnection Customer for the installation of the
Affected System Network Upgrades unless (1) Transmission Provider
has determined, in good faith, that the payments or property
transfers made by Affected System Interconnection Customer to
Transmission Provider should be reported as income subject to
taxation or (2) any Governmental Authority directs Transmission
Provider to report payments or property as income subject to
taxation. Affected System Interconnection Customer shall reimburse
Transmission Provider for such costs on a fully grossed-up basis, in
accordance with this Article, within thirty (30) Calendar Days of
receiving written notification from Transmission Provider of the
amount due, including detail about how the amount was calculated.
    The indemnification obligation shall terminate at the earlier of
(1) the expiration of the ten (10)-year testing period and the
applicable statute of limitation, as it may be extended by
Transmission Provider upon request of the Internal Revenue Service,
to keep these years open for audit or adjustment, or (2) the
occurrence of a subsequent taxable event and the payment of any
related indemnification obligations as contemplated by this Article.
Notwithstanding the foregoing provisions of this Article 3.3.1, and
to the extent permitted by law, to the extent that the receipt of
such payments by Transmission Provider is determined by any
Governmental Authority to constitute income by Transmission Provider
subject to taxation, Affected System Interconnection Customer shall
protect, indemnify and hold harmless Transmission Provider and its
Affiliates, from all claims by any such Governmental Authority for
any tax, interest and/or penalties associated with such
determination. Upon receiving written notification of such
determination from the Governmental Authority, Transmission Provider
shall provide Affected System Interconnection Customer with written
notification within thirty (30) Calendar Days of such determination
and notification. Transmission Provider, upon the timely written
request by Affected System

Interconnection Customer and at Affected System Interconnection
Customer's expense, shall appeal, protest, seek abatement of, or
otherwise oppose such determination. Transmission Provider reserves
the right to make all decisions with regard to the prosecution of
such appeal, protest, abatement or other contest, including the
compromise or settlement of the claim; provided that Transmission
Provider shall cooperate and consult in good faith with Affected
System Interconnection Customer regarding the conduct of such
contest. Affected System Interconnection Customer shall not be
required to pay Transmission Provider for the tax, interest and/or
penalties prior to the seventh (7th) Calendar Day before the date on
which Transmission Provider (1) is required to pay the tax, interest
and/or penalties or other amount in lieu thereof pursuant to a
compromise or settlement of the appeal, protest, abatement or other
contest; (2) is required to pay the tax, interest and/or penalties
as the result of a final, non-appealable order by a Governmental
Authority; or (3) is required to pay the tax, interest and/or
penalties as a prerequisite to an appeal, protest, abatement or
other contest. In the event such appeal, protest, abatement or other
contest results in a determination that Transmission Provider is not
liable for any portion of any tax, interest and/or penalties for
which Affected System Interconnection Customer has already made
payment to Transmission Provider, Transmission Provider shall
promptly refund to Affected System Interconnection Customer any
payment attributable to the amount determined to be non-taxable,
plus any interest or other payments Transmission Provider receives
or which Transmission Provider may be entitled with respect to such
payment. Affected System Interconnection Customer shall provide
Transmission Provider with credit assurances sufficient to meet
Affected System Interconnection Customer's estimated liability for
reimbursement of Transmission Provider for taxes, interest and/or
penalties under this Article 3.3.1. Such estimated liability shall
be stated in Appendix A.
    To the extent that Transmission Provider is a limited liability
company and not a corporation, and has elected to be taxed as a
partnership, then the following shall apply: Transmission Provider
represents, and the Parties acknowledge, that Transmission Provider
is a limited liability company and is treated as a partnership for
federal income tax purposes. Any payment made by Affected System
Interconnection Customer to Transmission Provider for Affected
System Network Upgrades is to be treated as an upfront payment. It
is anticipated by the Parties that any amounts paid by Affected
System Interconnection Customer to Transmission Provider for
Affected System Network Upgrades will be reimbursed to Affected
System Interconnection Customer in accordance with the terms of this
Agreement, provided Affected System Interconnection Customer
fulfills its obligations under this Agreement.
    3.3.2 Private Letter Ruling. At Affected System Interconnection
Customer's request and expense, Transmission Provider shall file
with the Internal Revenue Service a request for a private letter
ruling as to whether any property transferred or sums paid, or to be
paid, by Affected System Interconnection Customer to Transmission
Provider under this Agreement are subject to federal income
taxation. Affected System Interconnection Customer will prepare the
initial draft of the request for a private letter ruling and will
certify under penalties of perjury that all facts represented in
such request are true and accurate to the best of Affected System
Interconnection Customer's knowledge. Transmission Provider and
Affected System Interconnection Customer shall cooperate in good
faith with respect to the submission of such request.
    3.3.3 Other Taxes. Upon the timely request by Affected System
Interconnection Customer, and at Affected System Interconnection
Customer's sole expense, Transmission Provider shall appeal,
protest, seek abatement of, or otherwise contest any tax (other than
federal or state income tax) asserted or assessed against
Transmission Provider for which Affected System Interconnection
Customer may be required to reimburse Transmission Provider under
the terms of this Agreement. Affected System Interconnection
Customer shall pay to Transmission Provider on a periodic basis, as
invoiced by Transmission Provider, Transmission Provider's
documented reasonable costs of prosecuting such appeal, protest,
abatement, or other contest. Affected System Interconnection
Customer and Transmission Provider shall cooperate in good faith
with respect to any such contest. Unless the payment of such taxes
is a prerequisite to an appeal or abatement or cannot be deferred,
no amount shall be payable by Affected System Interconnection
Customer to Transmission Provider for such taxes until they are
assessed by a final, non-appealable order by any court or agency of
competent jurisdiction. In the event that a tax payment is withheld
and ultimately due and payable after appeal, Affected System
Interconnection Customer will be responsible for all taxes, interest
and penalties, other than penalties attributable to any delay caused
by Transmission Provider. Each Party shall cooperate with the other
Party to maintain each Party's tax status. Nothing in this Agreement
is intended to adversely affect any Party's tax-exempt status with
respect to the issuance of bonds including, but not limited to,
local furnishing bonds, as described in section 142(f) of the
Internal Revenue Code.

Article 4--Security, Billing and Payments

    4.1 Provision of Security. By the earlier of (1) thirty (30)
Calendar Days prior to the due date for Affected System
Interconnection Customer's first payment under the payment schedule
specified in Appendix A or (2) the first date specified in Appendix
A for the ordering of equipment by Transmission Provider for
installing the Affected System Network Upgrades, Affected System
Interconnection Customer shall provide Transmission Provider, at
Affected System Interconnection Customer's option, a guarantee, a
surety bond, letter of credit or other form of security that is
reasonably acceptable to Transmission Provider. Such security for
payment shall be in an amount sufficient to cover the costs for
constructing, procuring and installing the applicable portion of
Affected System Network Upgrades and shall be reduced on a dollar-
for-dollar basis for payments made to Transmission Provider for
these purposes.
    The guarantee must be made by an entity that meets the
creditworthiness requirements of Transmission Provider and contain
terms and conditions that guarantee payment of any amount that may
be due from Affected System Interconnection Customer, up to an
agreed-to maximum amount. The letter of credit must be issued by a
financial institution reasonably acceptable to Transmission Provider
and must specify a reasonable expiration date. The surety bond must
be issued by an insurer reasonably acceptable to Transmission
Provider and must specify a reasonable expiration date.
    4.2 Invoice. Each Party shall submit to the other Party, on a
monthly basis, invoices of amounts due, if any, for the preceding
month. Each invoice shall state the month to which the invoice
applies and fully describe the services and equipment provided. The
Parties may discharge mutual debts and payment obligations due and
owing to each other on the same date through netting, in which case
all amounts a Party owes to the other Party under this Agreement,
including interest payments, shall be netted so that only the net
amount remaining due shall be paid by the owing Party.
    4.3 Payment. Invoices shall be rendered to the paying Party at
the address specified by the Parties. The Party receiving the
invoice shall pay the invoice within thirty (30) Calendar Days of
receipt. All payments shall be made in immediately available funds
payable to the other Party, or by wire transfer to a bank named and
account designated by the invoicing Party. Payment of invoices by a
Party will not constitute a waiver of any rights or claims that
Party may have under this Agreement.
    4.4 Final Invoice. Within six (6) months after completion of the
construction of the Affected System Network Upgrades, Transmission
Provider shall provide an invoice of the final cost of the
construction of the Affected System Network Upgrades and shall set
forth such costs in sufficient detail to enable Affected System
Interconnection Customer to compare the actual costs with the
estimates and to ascertain deviations, if any, from the cost
estimates. Transmission Provider shall refund, with interest
(calculated in accordance with 18 CFR 35.19a(a)(2)(iii)), to
Affected System Interconnection Customer any amount by which the
actual payment by Affected System Interconnection Customer for
estimated costs exceeds the actual costs of construction within
thirty (30) Calendar Days of the issuance of such final construction
invoice.
    4.5 Interest. Interest on any unpaid amounts shall be calculated
in accordance with 18 CFR 35.19a(a)(2)(iii).
    4.6 Payment During Dispute. In the event of a billing dispute
among the Parties, Transmission Provider shall continue to

construct the Affected System Network Upgrades under this Agreement
as long as Affected System Interconnection Customer: (1) continues
to make all payments not in dispute; and (2) pays to Transmission
Provider or into an independent escrow account the portion of the
invoice in dispute, pending resolution of such dispute. If Affected
System Interconnection Customer fails to meet these two
requirements, then Transmission Provider may provide notice to
Affected System Interconnection Customer of a Default pursuant to
Article 5. Within thirty (30) Calendar Days after the resolution of
the dispute, the Party that owes money to another Party shall pay
the amount due with interest calculated in accord with the
methodology set forth in 18 CFR 35.19a(a)(2)(iii).

Article 5--Breach, Cure and Default

    5.1 Events of Breach. A Breach of this Agreement shall include:
    (a) The failure to pay any amount when due;
    (b) The failure to comply with any material term or condition of
this Agreement, including but not limited to any material Breach of
a representation, warranty or covenant made in this Agreement;
    (c) Failure of a Party to provide such access rights, or a
Party's attempt to revoke access or terminate such access rights, as
provided under this Agreement; or
    (d) Failure of a Party to provide information or data to another
Party as required under this Agreement, provided the Party entitled
to the information or data under this Agreement requires such
information or data to satisfy its obligations under this Agreement.
    5.2 Notice of Breach, Cure and Default. Upon the occurrence of
an event of Breach, the Party not in Breach, when it becomes aware
of the Breach, shall give written notice of the Breach to the
Breaching Party and to any other person representing a Party to this
Agreement identified in writing to the other Party in advance. Such
notice shall set forth, in reasonable detail, the nature of the
Breach, and where known and applicable, the steps necessary to cure
such Breach.
    5.2.1 Upon receiving written notice of the Breach hereunder, the
Breaching Party shall have a period to cure such Breach (sometimes
hereinafter referred as ``Cure Period'') which shall be thirty (30)
Calendar Days unless such Breach is due to an occurrence under
Article 5.1(a) in which case the cure period will be five (5)
Business Days.
    5.2.2 If the Breach is such that it cannot be cured within the
Cure Period, the Breaching Party will commence in good faith all
steps as are reasonable and appropriate to cure the Breach within
such Cure Period and thereafter diligently pursue such action to
completion. In the event the Breaching Party fails to: (1) cure the
Breach, or to commence reasonable and appropriate steps to cure the
Breach, within the Cure Period; or (2) completely cure the Breach
within sixty (60) Calendar Days if the Breach occurs pursuant to
Article 5.1(b), (c), or (d), the Breaching Party will be in Default
of this Agreement and the non-Breaching Party may terminate this
Agreement for cause by notifying the other Party in writing or take
whatever action at law or in equity as may appear necessary or
desirable to enforce the performance or observance of any rights,
remedies, obligations, agreement, or covenants under this Agreement.
    5.3 Rights in the Event of Default. Notwithstanding the
foregoing, upon the occurrence of an event of Default, the non-
Defaulting Party shall be entitled to exercise all rights and
remedies it may have in equity or at law.

Article 6--Termination of Agreement

    6.1 Expiration of Term. Except as otherwise specified in this
Article 6, the Parties' obligations under this Agreement shall
terminate at the conclusion of the term of this Agreement.
    6.2 Termination. In addition to the termination provisions set
forth in Article 2.2, a Party may terminate this Agreement upon the
Default of the other Party in accordance with this Agreement.
Subject to the limitations set forth in Article 6.3, in the event of
a Default, the non-Defaulting Party may terminate this Agreement
only upon the later of (1) its giving of written notice of
termination to the other Party; and (2) unless no longer required by
FERC, the filing at FERC of a notice of termination for this
Agreement, which filing must be accepted for filing by FERC.
    6.3 Disposition of Facilities Upon Termination of Agreement.
    6.3.1 Transmission Provider Obligations. Upon termination of
this Agreement, unless otherwise agreed by the Parties in writing,
Transmission Provider:
    (a) shall, prior to the construction and installation of any
portion of the Affected System Network Upgrades and to the extent
possible, cancel any pending orders of, or return, such equipment or
material for such Affected System Network Upgrades;
    (b) may keep in place any portion of the Affected System Network
Upgrades already constructed and installed; and,
    (c) shall perform such work as may be necessary to ensure the
safety of persons and property and to preserve the integrity of
Transmission Provider's Transmission System (e.g., construction
demobilization to return the system to its original state, wind-up
work).
    6.3.2 Customer Obligations. Upon billing by Transmission
Provider, Affected System Interconnection Customer shall reimburse
Transmission Provider for any costs incurred by Transmission
Provider in performance of the actions required or permitted by
Article 6.3.1 and for the cost of any Affected System Network
Upgrades described in Appendix A. Transmission Provider shall use
reasonable efforts to minimize costs and shall offset the amounts
owed by any salvage value of facilities, if applicable. Affected
System Interconnection Customer shall pay these costs pursuant to
Article 4.3 of this Agreement.
    6.3.3 Pre-construction or Installation. Upon termination of this
Agreement and prior to the construction and installation of any
portion of the Affected System Network Upgrades, Transmission
Provider may, at its option, retain any portion of such Affected
System Network Upgrades not cancelled or returned in accordance with
Article 6.3.1(a), in which case Transmission Provider shall be
responsible for all costs associated with procuring such Affected
System Network Upgrades. To the extent that Affected System
Interconnection Customer has already paid Transmission Provider for
any or all of such costs, Transmission Provider shall refund
Affected System Interconnection Customer for those payments. If
Transmission Provider elects to not retain any portion of such
facilities, Transmission Provider shall convey and make available to
Affected System Interconnection Customer such facilities as soon as
practicable after Affected System Interconnection Customer's payment
for such facilities.
    6.4 Survival of Rights. Termination or expiration of this
Agreement shall not relieve either Party of any of its liabilities
and obligations arising hereunder prior to the date termination
becomes effective, and each Party may take whatever judicial or
administrative actions as appear necessary or desirable to enforce
its rights hereunder. The applicable provisions of this Agreement
will continue in effect after expiration, or early termination
hereof to the extent necessary to provide for (1) final billings,
billing adjustments and other billing procedures set forth in this
Agreement; (2) the determination and enforcement of liability and
indemnification obligations arising from acts or events that
occurred while this Agreement was in effect; and (3) the
confidentiality provisions set forth in Article 8.

Article 7--Subcontractors

    7.1 Subcontractors. Nothing in this Agreement shall prevent a
Party from utilizing the services of subcontractors, as it deems
appropriate, to perform its obligations under this Agreement;
provided, however, that each Party shall require its subcontractors
to comply with all applicable terms and conditions of this Agreement
in providing such services and each Party shall remain primarily
liable to the other Party for the performance of such subcontractor.
    7.1.1 Responsibility of Principal. The creation of any
subcontract relationship shall not relieve the hiring Party of any
of its obligations under this Agreement. In accordance with the
provisions of this Agreement, each Party shall be fully responsible
to the other Party for the acts or omissions of any subcontractor it
hires as if no subcontract had been made. Any applicable obligation
imposed by this Agreement upon a Party shall be equally binding
upon, and shall be construed as having application to, any
subcontractor of such Party.
    7.1.2 No Third-Party Beneficiary. Except as may be specifically
set forth to the contrary herein, no subcontractor or any other
party is intended to be, nor will it be deemed to be, a third-party
beneficiary of this Agreement.
    7.1.3 No Limitation by Insurance. The obligations under this
Article 7 will not be limited in any way by any limitation of any
insurance policies or coverages, including any subcontractor's
insurance.

Article 8--Confidentiality

    8.1 Confidentiality. Confidential Information shall include,
without limitation, all information relating to a Party's
technology, research and development, business affairs, and pricing,
and any information supplied to the other Party prior to the
execution of this Agreement.
    Information is Confidential Information only if it is clearly
designated or marked in writing as confidential on the face of the
document, or, if the information is conveyed orally or by
inspection, if the Party providing the information orally informs
the Party receiving the information that the information is
confidential. The Parties shall maintain as confidential any
information that is provided and identified by a Party as Critical
Energy Infrastructure Information (CEII), as that term is defined in
18 CFR 388.113(c).
    Such confidentiality will be maintained in accordance with this
Article 8. If requested by the receiving Party, the disclosing Party
shall provide in writing, the basis for asserting that the
information referred to in this Article warrants confidential
treatment, and the requesting Party may disclose such writing to the
appropriate Governmental Authority. Each Party shall be responsible
for the costs associated with affording confidential treatment to
its information.
    8.1.1 Term. During the term of this Agreement, and for a period
of three (3) years after the expiration or termination of this
Agreement, except as otherwise provided in this Article 8 or with
regard to CEII, each Party shall hold in confidence and shall not
disclose to any person Confidential Information. CEII shall be
treated in accordance with FERC policies and regulations.
    8.1.2 Scope. Confidential Information shall not include
information that the receiving Party can demonstrate: (1) is
generally available to the public other than as a result of a
disclosure by the receiving Party; (2) was in the lawful possession
of the receiving Party on a non-confidential basis before receiving
it from the disclosing Party; (3) was supplied to the receiving
Party without restriction by a non-Party, who, to the knowledge of
the receiving Party after due inquiry, was under no obligation to
the disclosing Party to keep such information confidential; (4) was
independently developed by the receiving Party without reference to
Confidential Information of the disclosing Party; (5) is, or
becomes, publicly known, through no wrongful act or omission of the
receiving Party or Breach of this Agreement; or (6) is required, in
accordance with Article 8.1.6 of this Agreement, to be disclosed by
any Governmental Authority or is otherwise required to be disclosed
by law or subpoena, or is necessary in any legal proceeding
establishing rights and obligations under this Agreement.
Information designated as Confidential Information will no longer be
deemed confidential if the Party that designated the information as
confidential notifies the receiving Party that it no longer is
confidential.
    8.1.3 Release of Confidential Information. No Party shall
release or disclose Confidential Information to any other person,
except to its Affiliates (limited by the Standards of Conduct
requirements), subcontractors, employees, agents, consultants, or to
non-Parties that may be or are considering providing financing to or
equity participation with Affected System Interconnection Customer,
or to potential purchasers or assignees of Affected System
Interconnection Customer, on a need-to-know basis in connection with
this Agreement, unless such person has first been advised of the
confidentiality provisions of this Article 8 and has agreed to
comply with such provisions. Notwithstanding the foregoing, a Party
providing Confidential Information to any person shall remain
primarily responsible for any release of Confidential Information in
contravention of this Article 8.
    8.1.4 Rights. Each Party shall retain all rights, title, and
interest in the Confidential Information that it discloses to the
receiving Party. The disclosure by a Party to the receiving Party of
Confidential Information shall not be deemed a waiver by the
disclosing Party or any other person or entity of the right to
protect the Confidential Information from public disclosure.
    8.1.5 Standard of Care. Each Party shall use at least the same
standard of care to protect Confidential Information it receives as
it uses to protect its own Confidential Information from
unauthorized disclosure, publication or dissemination. Each Party
may use Confidential Information solely to fulfill its obligations
to the other Party under this Agreement or its regulatory
requirements.
    8.1.6 Order of Disclosure. If a court or a Government Authority
or entity with the right, power, and apparent authority to do so
requests or requires either Party, by subpoena, oral deposition,
interrogatories, requests for production of documents,
administrative order, or otherwise, to disclose Confidential
Information, that Party shall provide the disclosing Party with
prompt notice of such request(s) or requirement(s) so that the
disclosing Party may seek an appropriate protective order or waive
compliance with the terms of this Agreement. Notwithstanding the
absence of a protective order or waiver, the Party may disclose such
Confidential Information which, in the opinion of its counsel, the
Party is legally compelled to disclose. Each Party will use
reasonable efforts to obtain reliable assurance that confidential
treatment will be accorded any Confidential Information so
furnished.
    8.1.7 Termination of Agreement. Upon termination of this
Agreement for any reason, each Party shall, within ten (10) Business
Days of receipt of a written request from the other Party, use
reasonable efforts to destroy, erase, or delete (with such
destruction, erasure, and deletion certified in writing to the
requesting Party) or return to the requesting Party any and all
written or electronic Confidential Information received from the
requesting Party, except that each Party may keep one copy for
archival purposes, provided that the obligation to treat it as
Confidential Information in accordance with this Article 8 shall
survive such termination.
    8.1.8 Remedies. The Parties agree that monetary damages would be
inadequate to compensate a Party for the other Party's Breach of its
obligations under this Article 8. Each Party accordingly agrees that
the disclosing Party shall be entitled to equitable relief, by way
of injunction or otherwise, if the receiving Party Breaches or
threatens to Breach its obligations under this Article 8, which
equitable relief shall be granted without bond or proof of damages,