THIS LARGE GENERATOR INTERCONNECTION AGREEMENT (“Agreement”) is
made and entered into this 1st day of November, 2024 by and among STERLING POWER
PARTNERS L.P. (“Developer” with a Large Generating Facility) and Niagara Mohawk Power
Corporation d/b/a National Grid, a corporation organized and existing under the laws of the State
of New York (“Connecting Transmission Owner”). Developer or Connecting Transmission
Owner each may be referred to as a “Party” or collectively referred to as the “Parties.”

RECITALS

WHEREAS, NYISO operates the New York State Transmission System and Connecting Transmission Owner owns certain facilities included in the Transmission System; and

WHEREAS, Developer intends to own, lease and/or control and operate the Generating Facility identified as a Large Generating Facility in Appendix C to this Agreement; and,

WHEREAS, Developer and Connecting Transmission Owner have agreed to enter into
this Agreement for the purpose of interconnecting the Large Generating Facility with the New
York State Transmission System;

NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein, it is agreed:

ARTICLE 1. DEFINITIONS

Whenever used in this Agreement with initial capitalization, the following terms shall
have the meanings specified in this Article 1. Terms used in this Agreement with initial
capitalization that are not defined in this Article I shall have the meanings specified in Section 1
of the ISO OATT, Section 30.1 of Attachment X of the ISO OATT, Section 25.1.2 of
Attachment S of the ISO OATT, the body of the LFIP or the body of this Agreement.

Affected System shall mean an electric system other than the transmission system
owned, controlled or operated by the NYISO or the Connecting Transmission Owner that may be
affected by the proposed interconnection.

Affected System Operator shall mean the entity that operates an Affected System.

Affected Transmission Owner shall mean the New York public utility or authority (or its designated agent) other than the Connecting Transmission Owner that (i) owns facilities used

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for the transmission of Energy in interstate commerce and provides Transmission Service under
the Tariff, and (ii) owns, leases or otherwise possesses an interest in a portion of the New York
State Transmission System where System Deliverability Upgrades, System Upgrade Facilities, or
Network Upgrade Facilities are or will be installed pursuant to Attachment P, Attachment X,
Attachment Z, or Attachment S to the ISO OATT.

Affiliate shall mean, with respect to a person or entity, any individual, corporation,
partnership, firm, joint venture, association, joint-stock company, trust or unincorporated
organization, directly or indirectly controlling, controlled by, or under common control with,
such person or entity. The term “control” shall mean the possession, directly or indirectly, of the
power to direct the management or policies of a person or an entity. A voting interest of ten
percent or more shall create a rebuttable presumption of control.

Ancillary Services shall mean those services that are necessary to support the
transmission of Capacity and Energy from resources to Loads while maintaining reliable
operation of the New York State Transmission System in accordance with Good Utility Practice.

Applicable Laws and Regulations shall mean all duly promulgated applicable federal,
state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or
judicial or administrative orders, permits and other duly authorized actions of any Governmental
Authority, including but not limited to Environmental Law.

Applicable Reliability Councils shall mean the ERO, the NPCC and the NYSRC.

Applicable Reliability Standards shall mean the requirements and guidelines of the
Applicable Reliability Councils, and the Transmission District to which the Developer’s Large
Generating Facility is directly interconnected, as those requirements and guidelines are amended
and modified and in effect from time to time; provided that no Party shall waive its right to
challenge the applicability or validity of any requirement or guideline as applied to it in the
context of this Agreement.

Attachment Facilities shall mean the Connecting Transmission Owner’s Attachment
Facilities and the Developer’s Attachment Facilities. Collectively, Attachment Facilities include
all facilities and equipment between the Large Generating Facility and the Point of
Interconnection, including any modification, additions or upgrades that are necessary to
physically and electrically interconnect the Large Generating Facility to the New York State
Transmission System. Attachment Facilities are sole use facilities and shall not include Stand
Alone System Upgrade Facilities, Distribution Upgrades, or System Upgrade Facilities or
System Deliverability Upgrades.

Balancing Authority shall mean an entity that integrates resource plans ahead of time,
maintains demand and resource balance within a Balancing Authority Area, and supports
interconnection frequency in real time.

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Balancing Authority Area shall mean the collection of generation, transmission, and
loads within the metered boundaries of the Balancing Authority. The Balancing Authority
maintains load-resource balance within this area.

Base Case shall mean the base case power flow, short circuit, and stability data bases
used for the Interconnection Studies by NYISO, Connecting Transmission Owner or Developer;
described in Section 30 of the Standard Large Facility Interconnection Procedures.

Breach shall mean the failure of a Party to perform or observe any material term or condition of this Agreement.

Breaching Party shall mean a Party that is in Breach of this Agreement.

Business Day shall mean Monday through Friday, excluding federal holidays.

Byway shall mean all transmission facilities comprising the New York State
Transmission System that are neither Highways nor Other Interfaces. All transmission
facilities in Zone J and Zone K are Byways.

Calendar Day shall mean any day including Saturday, Sunday or a federal holiday.

Capacity Region shall mean one of four subsets of the Installed Capacity statewide
markets comprised of (1) Rest of State (i.e., Load Zones A through F); (2) Lower Hudson
Valley (i.e., Load Zones G, H and I); (3) New York City (i.e., Load Zone J); and (4)
Long Island (i.e., Load Zone K) , except for Class Year Interconnection Facility Studies
conducted prior to Class Year 2012, for which “Capacity Region” shall be defined as set
forth in Section 25.7.3 of Attachment S to the ISO OATT.

Capacity Resource Interconnection Service (“CRIS”) shall mean the service provided
by NYISO to Developers that satisfy the NYISO Deliverability Interconnection Standard
or that are otherwise eligible to receive CRIS in accordance with Attachment S to the ISO
OATT; such service being one of the eligibility requirements for participation as a
NYISO Installed Capacity Supplier.

Class Year Deliverability Study shall mean an assessment, conducted by the NYISO
staff in cooperation with Market Participants, to determine whether System Deliverability
Upgrades are required for Class Year CRIS Projects under the NYISO Deliverability
Interconnection Standard.

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Commercial Operation shall mean the status of a Large Generating Facility that has
commenced generating electricity for sale, excluding electricity generated during Trial
Operation.

Commercial Operation Date of a unit shall mean the date on which the Large
Generating Facility commences Commercial Operation as agreed to by the Parties, notice of
which must be provided pursuant to the NYISO in the form of Appendix E-2 to this Agreement.

Confidential Information shall mean any information that is defined as confidential by Article 22 of this Agreement.

Connecting Transmission Owner shall mean the New York public utility or authority
(or its designated agent) that (i) owns facilities used for the transmission of Energy in interstate
commerce and provides Transmission Service under the Tariff, (ii) owns, leases or otherwise
possesses an interest in the portion of the New York State Transmission System or Distribution System at the Point of Interconnection, and (iii) is a Party to this Agreement.

Connecting Transmission Owner’s Attachment Facilities shall mean all facilities and
equipment owned, controlled or operated by the Connecting Transmission Owner from the Point
of Change of Ownership to the Point of Interconnection as identified in Appendix A to the
Standard Large Generator Interconnection Agreement, including any modifications, additions or
upgrades to such facilities and equipment. Connecting Transmission Owner’s Attachment
Facilities are sole use facilities and shall not include Stand Alone System Upgrade Facilities,
System Upgrade Facilities, or System Deliverability Upgrades.

Contingent Facilities shall mean those Attachment Facilities and System Upgrade
Facilities and/or System Deliverability Upgrades associated with Class Year Projects upon which
the Large Facility’s Class Year Project Cost Allocations are dependent, and if delayed or not
built, could impact the actual costs and timing of the Large Facility’s Project Cost Allocation for
System Upgrade Facilities or System Deliverability Upgrades.

Default shall mean the failure of a Party in Breach of this Agreement to cure such Breach in accordance with Article 17 of this Agreement.

Developer shall mean an Eligible Customer developing a Large Generating Facility,
proposing to connect to the New York State Transmission System, in compliance with the
NYISO Minimum Interconnection Standard.

Developer’s Attachment Facilities shall mean all facilities and equipment, as identified
in Appendix A of this Agreement, that are located between the Large Generating Facility and the
Point of Change of Ownership, including any modification, addition, or upgrades to such
facilities and equipment necessary to physically and electrically interconnect the Large

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Generating Facility to the New York State Transmission System. Developer’s Attachment Facilities are sole use facilities.

Distribution System shall mean the Connecting Transmission Owner’s facilities and
equipment used to distribute electricity that are subject to FERC jurisdiction, and are subject to
the NYISO’s Large Facility Interconnection Procedures in Attachment X to the ISO OATT or
Small Generator Interconnection Procedures in Attachment Z to the ISO OATT under FERC
Order Nos. 2003 and/or 2006. The term Distribution System shall not include LIPA’s
distribution facilities.

Distribution Upgrades shall mean the additions, modifications, and upgrades to the
Connecting Transmission Owner’s Distribution System at or beyond the Point of Interconnection
to facilitate interconnection of a Large Facility or Small Generating Facility and render the
transmission service necessary to affect the Developer’s wholesale sale of electricity in interstate
commerce. Distribution Upgrades do not include Attachment Facilities, System Upgrade
Facilities, or System Deliverability Upgrades. Distribution Upgrades are sole use facilities and
shall not include Stand Alone System Upgrade Facilities, System Upgrade Facilities, or System
Deliverability Upgrades.

Effective Date shall mean the date on which this Agreement becomes effective upon
execution by the Parties, subject to acceptance by the Commission, or if filed unexecuted, upon
the date specified by the Commission.

Electric Reliability Organization (“ERO”) shall mean the North American Electric Reliability Corporation or its successor organization.

Emergency State shall mean the condition or state that the New York State Power
System is in when an abnormal condition occurs that requires automatic or immediate manual
action to prevent or limit loss of the New York State Transmission System or Generators that
could adversely affect the reliability of the New York State Power System.

Energy Resource Interconnection Service (“ERIS”) shall mean the service provided
by NYISO to interconnect the Developer’s Large Generating Facility to the New York State
Transmission System or to the Distribution System in accordance with the NYISO Minimum
Interconnection Standard, to enable the New York State Transmission System to receive Energy
and Ancillary Services from the Large Generating Facility, pursuant to the terms of the ISO
OATT.

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Environmental Law shall mean Applicable Laws and/or Regulations relating to pollution or protection of the environment or natural resources.

Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§ 791a et seq. (“FPA”).

FERC shall mean the Federal Energy Regulatory Commission (“Commission”) or its successor.

Force Majeure shall mean any act of God, labor disturbance, act of the public enemy,
war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or
equipment, any order, regulation or restriction imposed by governmental, military or lawfully
established civilian authorities, or any other cause beyond a Party’s control. A Force Majeure
event does not include acts of negligence or intentional wrongdoing by the Party claiming Force
Majeure.

Generating Facility shall mean Developer’s device for the production and/or storage for
later injection of electricity identified in the Interconnection Request, but shall not include the
Developer’s Attachment Facilities or Distribution Upgrades.

Generating Facility Capacity shall mean the net seasonal capacity of the Generating
Facility and the aggregate net seasonal capacity of the Generating Facility where it includes
multiple energy production devices.

Good Utility Practice shall mean any of the practices, methods and acts engaged in or
approved by a significant portion of the electric industry during the relevant time period, or any
of the practices, methods and acts which, in the exercise of reasonable judgment in light of the
facts known at the time the decision was made, could have been expected to accomplish the
desired result at a reasonable cost consistent with good business practices, reliability, safety and
expedition. Good Utility Practice is not intended to be limited to the optimum practice, method,
or act to the exclusion of all others, but rather to delineate acceptable practices, methods, or acts
generally accepted in the region.

Governmental Authority shall mean any federal, state, local or other governmental
regulatory or administrative agency, court, commission, department, board, or other
governmental subdivision, legislature, rulemaking board, tribunal, or other governmental
authority having jurisdiction over any of the Parties, their respective facilities, or the respective
services they provide, and exercising or entitled to exercise any administrative, executive, police,
or taxing authority or power; provided, however, that such term does not include Developer,
NYISO, Affected Transmission Owner, Connecting Transmission Owner, or any Affiliate
thereof.

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Hazardous Substances shall mean any chemicals, materials or substances defined as or
included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“hazardous constituents,” “restricted hazardous materials,” “extremely hazardous substances,”
“toxic substances,” “radioactive substances,” “contaminants,” “pollutants,” “toxic pollutants” or
words of similar meaning and regulatory effect under any applicable Environmental Law, or any
other chemical, material or substance, exposure to which is prohibited, limited or regulated by
any applicable Environmental Law.

Highway shall mean 115 kV and higher transmission facilities that comprise the
following NYCA interfaces: Dysinger East, West Central, Volney East, Moses South, Central
East/Total East, and UPNY-ConEd, and their immediately connected, in series, bulk power
system facilities in New York State. Each interface shall be evaluated to determine additional “in
series” facilities, defined as any transmission facility higher than 115 kV that (a) is located in an
upstream or downstream zone adjacent to the interface and (b) has a power transfer distribution
factor (DFAX) equal to or greater than five percent when the aggregate of generation in zones or
systems adjacent to the upstream zone or zones that define the interface is shifted to the
aggregate of generation in zones or systems adjacent to the downstream zone or zones that define
the interface. In determining “in series” facilities for Dysinger East and West Central interfaces,
the 115 kV and 230 kV tie lines between NYCA and PJM located in LBMP Zones A and B shall
not participate in the transfer. Highway transmission facilities are listed in ISO Procedures.

Initial Synchronization Date shall mean the date upon which the Large Generating
Facility is initially synchronized and upon which Trial Operation begins, notice of which must be
provided to the NYISO in the form of Appendix E-1.

In-Service Date shall mean the date upon which the Developer reasonably expects it will
be ready to begin use of the Connecting Transmission Owner’s Attachment Facilities to obtain
back feed power.

Interconnection Facilities Study shall mean a study conducted by NYISO or a third
party consultant for the Developer to determine a list of facilities (including Connecting
Transmission Owner’s Attachment Facilities, Distribution Upgrades, and System Upgrade
Facilities and System Deliverability Upgrades as identified in the Interconnection System
Reliability Impact Study), the cost of those facilities, and the time required to interconnect the
Large Generating Facility with the New York State Transmission System or with the
Distribution System. The scope of the study is defined in Section 30.8 of the Standard Large
Facility Interconnection Procedures.

Interconnection Facilities Study Agreement (“Class Year Study Agreement”) shall
mean the form of agreement contained in Appendix 2 of the Standard Large Facility
Interconnection Procedures for conducting the Interconnection Facilities Study.

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Interconnection Request shall mean a Developer’s request, in the form of Appendix 1 to
the Standard Large Facility Interconnection Procedures, in accordance with the Tariff, to
interconnect a new Large Generating Facility to the New York State Transmission System or to
the Distribution System, or to materially increase the capacity of, or make a material
modification to the operating characteristics of, an existing Large Generating Facility that is
interconnected with the New York State Transmission System or with the Distribution System.

Interconnection Study shall mean any of the following studies: the Optional
Interconnection Feasibility Study, the Interconnection System Reliability Impact Study, and the
Interconnection Facilities Study described in the Standard Large Facility Interconnection
Procedures.

Interconnection System Reliability Impact Study (“SRIS”) shall mean an engineering
study, conducted in accordance with Section 30.7 of the Standard Large Facility Interconnection
Procedures, that evaluates the impact of the proposed Large Generating Facility on the safety and
reliability of the New York State Transmission System and, if applicable, an Affected System, to
determine what Attachment Facilities, Distribution Upgrades and System Upgrade Facilities are
needed for the proposed Large Generating Facility of the Developer to connect reliably to the
New York State Transmission System or to the Distribution System in a manner that meets the
NYISO Minimum Interconnection Standard in Attachment X to the ISO OATT.

IRS shall mean the Internal Revenue Service.

Large Generating Facility shall mean a Generating Facility having a Generating Facility Capacity of more than 20 MW.

Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with a later queue priority date.

Metering Equipment shall mean all metering equipment installed or to be installed at
the Large Generating Facility pursuant to this Agreement at the metering points, including but
not limited to instrument transformers, MWh-meters, data acquisition equipment, transducers,
remote terminal unit, communications equipment, phone lines, and fiber optics.

New York State Transmission System shall mean the entire New York State electric
transmission system, which includes (i) the Transmission Facilities Under ISO Operational
Control; (ii) the Transmission Facilities Requiring ISO Notification; and (iii) all remaining
transmission facilities within the New York Control Area.

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Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with this Agreement or its performance.

NPCC shall mean the Northeast Power Coordinating Council or its successor organization.

NYISO Deliverability Interconnection Standard – The standard that must be met,
unless otherwise provided for by Attachment S to the ISO OATT, by (i) any generation facility
larger than 2MW in order for that facility to obtain CRIS; (ii) any Class Year Transmission
Project; (iii) any entity requesting External CRIS Rights, and (iv) any entity requesting a CRIS
transfer pursuant to Section 25.9.5 of Attachment S to the ISO OATT. To meet the NYISO
Deliverability Interconnection Standard, the Developer must, in accordance with the rules in
Attachment S to the ISO OATT, fund or commit to fund any System Deliverability Upgrades
identified for its project in the Class Year Deliverability Study.

NYISO Minimum Interconnection Standard – The reliability standard that must be
met by any generation facility or Class Year Transmission Project that is subject to NYISO’s
Large Facility Interconnection Procedures in Attachment X to the ISO OATT or the NYISO’s
Small Generator Interconnection Procedures in Attachment Z, that is proposing to connect to the
New York State Transmission System or Distribution System, to obtain ERIS. The Minimum
Interconnection Standard is designed to ensure reliable access by the proposed project to the
New York State Transmission System or to the Distribution System. The Minimum
Interconnection Standard does not impose any deliverability test or deliverability requirement
on the proposed interconnection.

NYSRC shall mean the New York State Reliability Council or its successor organization.

Other Interfaces shall mean the following interfaces into Capacity Regions: Lower
Hudson Valley [i.e., Rest of State (Load Zones A-F) to Lower Hudson Valley (Load Zones G, H
and I)]; New York City [i.e., Lower Hudson Valley (Load Zones G, H and I) to New York City
(Load Zone J)]; and Long Island [i.e., Lower Hudson Valley (Load Zones G, H and I) to Long
Island (Load Zone K)], and the following Interfaces between the NYCA and adjacent Control
Areas: PJM to NYISO, ISO-NE to NYISO, Hydro-Quebec to NYISO, and Norwalk Harbor
(Connecticut) to Northport (Long Island) Cable.

Party or Parties shall mean Connecting Transmission Owner, or Developer or any combination of the above.

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Point of Change of Ownership shall mean the point, as set forth in Appendix A to this
Agreement, where the Developer’s Attachment Facilities connect to the Connecting
Transmission Owner’s Attachment Facilities.

Point of Interconnection shall mean the point, as set forth in Appendix A to this
Agreement, where the Attachment Facilities connect to the New York State Transmission
System or to the Distribution System.

Provisional Interconnection Service shall mean interconnection service provided by
the ISO associated with interconnecting the Developer’s Large Facility to the New York State
Transmission System (or Distribution System as applicable) and enabling the transmission
system to receive electric energy from the Large Facility at the Point of Interconnection,
pursuant to the terms of the Provisional Large Facility Interconnection Agreement and, if
applicable, the ISO OATT.

Provisional Large Facility Interconnection Agreement shall mean the
interconnection agreement for Provisional Interconnection Service established between the ISO,
Connecting Transmission Owner(s) and the Developer. This agreement shall take the form of
the Large Generator Interconnection Agreement, modified for provisional purposes and type of
facility.

Reasonable Efforts shall mean, with respect to an action required to be attempted or
taken by a Party under this Agreement, efforts that are timely and consistent with Good Utility
Practice and are otherwise substantially equivalent to those a Party would use to protect its own
interests.

Retired: A Generator that has permanently ceased operating on or after May 1, 2015
either: i) pursuant to applicable notice; or ii) as a result of the expiration of its Mothball
Outage or its ICAP Ineligible Forced Outage.

Services Tariff shall mean the NYISO Market Administration and Control Area Tariff,
as filed with the Commission, and as amended or supplemented from time to time, or any
successor tariff thereto.

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Stand Alone System Upgrade Facilities shall mean System Upgrade Facilities that are
not part of an Affected System that a Developer may construct without affecting day-to-day
operations of the New York State Transmission System during their construction. Connecting
Transmission Owner and the Developer must agree as to what constitutes Stand Alone System
Upgrade Facilities and identify them in Appendix A to this Agreement. If Connecting
Transmission Owner and the Developer disagree about whether a particular System Upgrade
Facility is a Stand Alone System Upgrade Facility, NYISO and the Connecting Transmission
Owner must provide the Developer a written technical explanation outlining why NYISO and
the Connecting Transmission Owner does not consider the System Upgrade Facility to be a
Stand Alone System Upgrade Facility within fifteen (15) Business Days of its determination.

Standard Large Facility Interconnection Procedures (“Large Facility
Interconnection Procedures” or “LFIP”) shall mean the interconnection procedures applicable
to an Interconnection Request pertaining to a Large Generating Facility that are included in
Attachment X of the ISO OATT.

Standard Large Generator Interconnection Agreement (“LGIA”) shall mean this
Agreement, which is the form of interconnection agreement applicable to an Interconnection
Request pertaining to a Large Generating Facility, that is included in Appendix 4 to Attachment
X of the ISO OATT.

System Deliverability Upgrades shall mean the least costly configuration of
commercially available components of electrical equipment that can be used, consistent with
Good Utility Practice and Applicable Reliability Requirements, to make the modifications or
additions to Byways and Highways and Other Interfaces on the existing New York State
Transmission System and Distribution System that are required for the proposed project to
connect reliably to the system in a manner that meets the NYISO Deliverability Interconnection
Standard at the requested level of Capacity Resource Interconnection Service.

System Protection Facilities shall mean the equipment, including necessary protection
signal communications equipment, required to (1) protect the New York State Transmission
System from faults or other electrical disturbances occurring at the Large Generating Facility and
(2) protect the Large Generating Facility from faults or other electrical system disturbances
occurring on the New York State Transmission System or on other delivery systems or other
generating systems to which the New York State Transmission System is directly connected.

System Upgrade Facilities shall mean the least costly configuration of commercially
available components of electrical equipment that can be used, consistent with Good Utility
Practice and Applicable Reliability Requirements, to make the modifications to the existing
transmission system that are required to maintain system reliability due to: (i) changes in the
system, including such changes as load growth and changes in load pattern, to be addressed in
the form of generic generation or transmission projects; and (ii) proposed interconnections. In

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the case of proposed interconnection projects, System Upgrade Facilities are the modifications or
additions to the existing New York State Transmission System that are required for the proposed
project to connect reliably to the system in a manner that meets the NYISO Minimum
Interconnection Standard.

Tariff shall mean the NYISO Open Access Transmission Tariff (“OATT”), as filed with the Commission, and as amended or supplemented from time to time, or any successor tariff.

Trial Operation shall mean the period during which Developer is engaged in on-site test operations and commissioning of the Large Generating Facility prior to Commercial Operation.

ARTICLE 2. EFFECTIVE DATE, TERM AND TERMINATION

2.1 Effective Date. This Agreement shall become effective upon execution by the Parties,
subject to acceptance by FERC, or if filed unexecuted, upon the date specified by FERC.
Connecting Transmission Owner shall promptly file this Agreement with FERC upon
execution in accordance with Article 3.1.

2.2 Term of Agreement. Subject to the provisions of Article 2.3, this Agreement shall
remain in effect for a period of ten (10) years from the Effective Date or such other
longer period as the Developer may request and shall be automatically renewed for each
successive one-year period thereafter.

2.3 Termination.

2.3.1 Written Notice. This Agreement may be terminated by the Developer after
giving Connecting Transmission Owner ninety (90) Calendar Days advance
written notice, or by Connecting Transmission Owner notifying FERC after the
Large Generating Facility is Retired.

2.3.2 Default. Any Party may terminate this Agreement in accordance with Article 17.

2.3.3 Compliance. Notwithstanding Articles 2.3.1 and 2.3.2, no termination of this
Agreement shall become effective until the Parties have complied with all
Applicable Laws and Regulations applicable to such termination, including the
filing with FERC of a notice of termination of this Agreement, which notice has
been accepted for filing by FERC.

2.4 Termination Costs. If a Party elects to terminate this Agreement pursuant to Article
2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation
costs relating to orders or contracts for Attachment Facilities and equipment) or charges

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assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of
termination, that are the responsibility of the terminating Party under this Agreement. In
the event of termination by a Party, all Parties shall use commercially Reasonable Efforts
to mitigate the costs, damages and charges arising as a consequence of termination.
Upon termination of this Agreement, unless otherwise ordered or approved by FERC:

2.4.1 With respect to any portion of the Connecting Transmission Owner’s Attachment
Facilities that have not yet been constructed or installed, the Connecting
Transmission Owner shall to the extent possible and with Developer’s
authorization cancel any pending orders of, or return, any materials or equipment
for, or contracts for construction of, such facilities; provided that in the event
Developer elects not to authorize such cancellation, Developer shall assume all
payment obligations with respect to such materials, equipment, and contracts, and
the Connecting Transmission Owner shall deliver such material and equipment,
and, if necessary, assign such contracts, to Developer as soon as practicable, at
Developer’s expense. To the extent that Developer has already paid Connecting
Transmission Owner for any or all such costs of materials or equipment not taken
by Developer, Connecting Transmission Owner shall promptly refund such
amounts to Developer, less any costs, including penalties incurred by the
Connecting Transmission Owner to cancel any pending orders of or return such
materials, equipment, or contracts.

If Developer terminates this Agreement, it shall be responsible for all costs
incurred in association with Developer’s interconnection, including any
cancellation costs relating to orders or contracts for Attachment Facilities and
equipment, and other expenses including any System Upgrade Facilities and
System Deliverability Upgrades for which the Connecting Transmission Owner
has incurred expenses and has not been reimbursed by the Developer.

2.4.2 Connecting Transmission Owner may, at its option, retain any portion of such
materials, equipment, or facilities that Developer chooses not to accept delivery
of, in which case Connecting Transmission Owner shall be responsible for all
costs associated with procuring such materials, equipment, or facilities.

2.4.3 With respect to any portion of the Attachment Facilities, and any other facilities
already installed or constructed pursuant to the terms of this Agreement, or
previous interconnection agreements between Developer and Connecting
Transmission Owner, Developer shall be responsible for all costs associated with
the removal, relocation or other disposition or retirement of such materials,
equipment, or facilities.

2.5 Disconnection. Upon termination of this Agreement, Developer and Connecting
Transmission Owner will take all appropriate steps to disconnect the Developer’s Large
Generating Facility from the New York State Transmission System. All costs required to

Fourth Revised Service Agreement No. 1144

effectuate such disconnection shall be borne by the terminating Party, unless such
termination resulted from the non-terminating Party’s Default of this Agreement or such
non-terminating Party otherwise is responsible for these costs under this Agreement.

2.6 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 Developer and
Connecting Transmission Owner each to have access to the lands of the other pursuant to
this Agreement or other applicable agreements, to disconnect, remove or salvage its own
facilities and equipment.

ARTICLE 3. REGULATORY FILINGS

NYISO and Connecting Transmission Owner shall file this Agreement (and any
amendment hereto) with the appropriate Governmental Authority, if required. Any
information related to studies for interconnection asserted by Developer to contain
Confidential Information shall be treated in accordance with Article 22 of this Agreement
and Attachment F to the ISO OATT. If the Developer has executed this Agreement, or
any amendment thereto, the Developer shall reasonably cooperate with Connecting
Transmission Owner with respect to such filing and to provide any information
reasonably requested by Connecting Transmission Owner needed to comply with
Applicable Laws and Regulations.

ARTICLE 4. SCOPE OF INTERCONNECTION SERVICE

4.1 Provision of Service. NYISO will provide Developer with interconnection service of the

following type for the term of this Agreement.

4.1.1 Product. NYISO will provide Interconnection Service to Developer at the Point

of Interconnection.

4.1.2 Developer is responsible for ensuring that its actual Large Generating Facility
output matches the scheduled delivery from the Large Generating Facility to the
New York State Transmission System, consistent with the scheduling

requirements of the NYISO’s FERC-approved market structure, including ramping into and out of such scheduled delivery, as measured at the Point of

Fourth Revised Service Agreement No. 1144

Interconnection, consistent with the scheduling requirements of the ISO OATT
and any applicable FERC-approved market structure.

4.2 No Transmission Delivery Service. The execution of this Agreement does not
constitute a request for, nor agreement to provide, any Transmission Service under the
ISO OATT, and does not convey any right to deliver electricity to any specific customer
or Point of Delivery. If Developer wishes to obtain Transmission Service on the New
York State Transmission System, then Developer must request such Transmission
Service in accordance with the provisions of the ISO OATT.

4.3 No Other Services. The execution of this Agreement does not constitute a request for,
nor agreement to provide Energy, any Ancillary Services or Installed Capacity under the
NYISO Market Administration and Control Area Services Tariff (“Services Tariff”). If
Developer wishes to supply Energy, Installed Capacity or Ancillary Services, then
Developer will make application to do so in accordance with the NYISO Services Tariff.

ARTICLE 5. INTERCONNECTION FACILITIES ENGINEERING, PROCUREMENT, AND CONSTRUCTION

5.1 Options. Unless otherwise mutually agreed to by Developer and Connecting
Transmission Owner, Developer shall select the In-Service Date, Initial Synchronization
Date, and Commercial Operation Date; and either Standard Option or Alternate Option
set forth below, and such dates and selected option shall be set forth in Appendix B
hereto. At the same time, Developer shall indicate whether it elects to exercise the Option
to Build set forth in Article 5.1.3 below. If the dates designated by the Developer are not
acceptable to the Connecting Transmission Owner, the Connecting Transmission Owner
shall so notify the Developer within thirty (30) Calendar Days. Upon receipt of the
notification that Developer’s designated dates are not acceptable to the Connecting
Transmission Owner, the Developer shall notify the Connecting Transmission Owner
within thirty (30) Calendar Days whether it elects to exercise the Option to Build if it has
not already elected to exercise the Option to Build.

5.1.1 Standard Option. The Connecting Transmission Owner shall design, procure,
and construct the Connecting Transmission Owner’s Attachment Facilities and
System Upgrade Facilities and System Deliverability Upgrades, using Reasonable
Efforts to complete the Connecting Transmission Owner’s Attachment Facilities
and System Upgrade Facilities and System Deliverability Upgrades by the dates
set forth in Appendix B hereto. The Connecting Transmission Owner shall not be
required to undertake any action which is inconsistent with its standard safety
practices, its material and equipment specifications, its design criteria and
construction procedures, its labor agreements, and Applicable Laws and
Regulations. In the event the Connecting Transmission Owner reasonably
expects that it will not be able to complete the Connecting Transmission Owner’s
Attachment Facilities and System Upgrade Facilities and System Deliverability

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Upgrades by the specified dates, the Connecting Transmission Owner shall
promptly provide written notice to the Developer and NYISO, and shall undertake
Reasonable Efforts to meet the earliest dates thereafter.

5.1.2 Alternate Option. If the dates designated by Developer are acceptable to
Connecting Transmission Owner, the Connecting Transmission Owner shall so
notify Developer and NYISO within thirty (30) Calendar Days, and shall assume
responsibility for the design, procurement and construction of the Connecting
Transmission Owner’s Attachment Facilities by the designated dates.

If Connecting Transmission Owner subsequently fails to complete Connecting
Transmission Owner’s Attachment Facilities by the In-Service Date, to the extent
necessary to provide back feed power; or fails to complete System Upgrade
Facilities or System Deliverability Upgrades by the Initial Synchronization Date
to the extent necessary to allow for Trial Operation at full power output, unless
other arrangements are made by the Developer and Connecting Transmission
Owner for such Trial Operation; or fails to complete the System Upgrade
Facilities and System Deliverability Upgrades by the Commercial Operation Date,
as such dates are reflected in Appendix B hereto; Connecting Transmission
Owner shall pay Developer liquidated damages in accordance with Article 5.3,
Liquidated Damages, provided, however, the dates designated by Developer shall
be extended day for day for each day that NYISO refuses to grant clearances to
install equipment.

5.1.3 Option to Build. Individual or multiple Developer(s) shall have the option to
assume responsibility for the design, procurement and construction of Connecting
Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade
Facilities on the dates specified in Article 5.1.2, if the requirements in this Article
5.1.3 are met. When multiple Developers exercise this option, multiple
Developers may agree to exercise this option provided (1) all Connecting
Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade
Facilities constructed under this option are only required for Developers
participating in the same Class Year Study and (2) all impacted Developers
execute and provide to the NYISO and Connecting Transmission Owner an
agreement regarding responsibilities and payment for the construction of the
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System
Upgrade Facilities planned to be built under this option. NYISO, Connecting
Transmission Owner, and the individual Developer or each of the multiple
Developers must agree as to what constitutes Stand Alone System Upgrade
Facilities and identify such Stand Alone System Upgrade Facilities in Appendix

Fourth Revised Service Agreement No. 1144

A hereto. Except for Stand Alone System Upgrade Facilities, Developer shall
have no right to construct System Upgrade Facilities under this option.

5.1.4 Negotiated Option. If the dates designated by Developer are not acceptable to
Connecting Transmission Owner, the Developer and Connecticting Transmission
Owner shall in good faith attempt to negotiate terms and conditions (including
revision of the specified dates and liquified damages), the provision of incentives
or the procurement and construction of all facilities other than the Connecting
Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade
Facilities if the Developer elects to exercise the Option to Build under Article
5.1.3. If the two Parties are unable to reach agreement on such terms and
conditions, then, pursuant to Article 5.1.1 (Standard Option), Connecting
Transmission Owner shall assume responsibility for the design, procurement and
construction of all facilities other than the Connecting Transmission Owner’s
Attachment Facilities and Stand Alone System Upgrade Facilities if the
Developer elects to exercise the Option to Build.

5.2 General Conditions Applicable to Option to Build. If Developer assumes
responsibility for the design, procurement and construction of the Connecting
Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities
the following conditions apply:

5.2.1 Developer shall engineer, procure equipment, and construct the Transmission
Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities (or portions
thereof) using Good Utility Practice and using standards and specifications provided in
advance by the Connecting Transmission Owner;

5.2.2 Developer’s engineering, procurement and construction of the Connecting
Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities
shall comply with all requirements of law to which Connecting Transmission Owner
would be subject in the engineering, procurement or construction of the Connecting
Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities;

5.2.3 Connecting Transmission Owner shall review and approve the engineering design,
equipment acceptance tests, and the construction of the Connecting Transmission
Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities;

5.2.4 Prior to commencement of construction, Developer shall provide to Connecting
Transmission Owner and NYISO a schedule for construction of the Connecting
Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities,

Fourth Revised Service Agreement No. 1144

and shall promptly respond to requests for information from Connecting Transmission
Owner or NYISO;

5.2.5 At any time during construction, Connecting Transmission Owner shall have the
right to gain unrestricted access to the Connecting Transmission Owner’s Attachment
Facilities and Stand Alone System Upgrade Facilities and to conduct inspections of the
same;

5.2.6 At any time during construction, should any phase of the engineering, equipment
procurement, or construction of the Connecting Transmission Owner’s Attachment
Facilities and Stand Alone System Upgrade Facilities not meet the standards and
specifications provided by Connecting Transmission Owner, the Developer shall be
obligated to remedy deficiencies in that portion of the Connecting Transmission Owner’s
Attachment Facilities and Stand Alone System Upgrade Facilities;

5.2.7 Developer shall indemnify Connecting Transmission Owner and NYISO for claims
arising from the Developer’s construction of Connecting Transmission Owner’s
Attachment Facilities and Stand Alone System Upgrade Facilities under procedures
applicable to Article 18.1 Indemnity;

5.2.8 Developer shall transfer control of Connecting Transmission Owner’s Attachment
Facilities and Stand Alone System Upgrade Facilities to the Connecting Transmission
Owner;

5.2.9 Unless the Developer and Connecting Transmission Owner otherwise agree,
Developer shall transfer ownership of Connecting Transmission Owner’s Attachment
Facilities and Stand Alone System Upgrade Facilities to Connecting Transmission
Owner;

5.2.10 Connecting Transmission Owner shall approve and accept for operation and
maintenance the Connecting Transmission Owner’s Attachment Facilities and Stand
Alone System Upgrade Facilities to the extent engineered, procured, and constructed in
accordance with this Article 5.2; and

5.2.11 Developer shall deliver to NYISO and Connecting Transmission Owner “as built”
drawings, information, and any other documents that are reasonably required by NYISO
or Connecting Transmission Owner to assure that the Attachment Facilities and Stand
Alone System Upgrade Facilities are built to the standards and specifications required by
Connecting Transmission Owner.

5.2.12 If Developer exercises the Option to Build pursuant to Article 5.1.3, the Developer shall pay the Connecting Transmission Owner the agreed upon amount of [$ PLACEHOLDER]

Fourth Revised Service Agreement No. 1144

for the Connecting Transmission Owner to execute the responsibilities enumerated to
Connecting Transmission Owner under Article 5.2. The Connecting Transmission Owner shall
invoice Developer for this total amount to be divided on a monthly basis pursuant to Article 12.

5.3 Liquidated Damages. The actual damages to the Developer, in the event the Connecting
Transmission Owner’s Attachment Facilities or System Upgrade Facilities or System
Deliverability Upgrades are not completed by the dates designated by the Developer and
accepted by the Connecting Transmission Owner pursuant to subparagraphs 5.1.2 or
5.1.4, above, may include Developer’s fixed operation and maintenance costs and lost
opportunity costs. Such actual damages are uncertain and impossible to determine at this
time. Because of such uncertainty, any liquidated damages paid by the Connecting
Transmission Owner to the Developer in the event that Connecting Transmission Owner
does not complete any portion of the Connecting Transmission Owner’s Attachment
Facilities, System Upgrade Facilities or System Deliverability Upgrades by the applicable
dates, shall be an amount equal to 1/2 of 1 percent per day of the actual cost of the
Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities
and System Deliverability Upgrades, in the aggregate, for which Connecting

Transmission Owner has assumed responsibility to design, procure and construct.

However, in no event shall the total liquidated damages exceed 20 percent of the actual
cost of the Connecting Transmission Owner Attachment Facilities and System Upgrade
Facilities and System Deliverability Upgrades for which the Connecting Transmission
Owner has assumed responsibility to design, procure, and construct. The foregoing
payments will be made by the Connecting Transmission Owner to the Developer as just
compensation for the damages caused to the Developer, which actual damages are
uncertain and impossible to determine at this time, and as reasonable liquidated damages,
but not as a penalty or a method to secure performance of this Agreement. Liquidated
damages, when the Developer and Connecting Transmission Owner agree to them, are
the exclusive remedy for the Connecting Transmission Owner’s failure to meet its
schedule.

Further, Connecting Transmission Owner shall not pay liquidated damages to Developer
if: (1) Developer is not ready to commence use of the Connecting Transmission Owner’s
Attachment Facilities or System Upgrade Facilities or System Deliverability Upgrades to
take the delivery of power for the Developer’s Large Generating Facility’s Trial
Operation or to export power from the Developer’s Large Generating Facility on the
specified dates, unless the Developer would have been able to commence use of the
Connecting Transmission Owner’s Attachment Facilities or System Upgrade Facilities or
System Deliverability Upgrades to take the delivery of power for Developer’s Large
Generating Facility’s Trial Operation or to export power from the Developer’s Large
Generating Facility, but for Connecting Transmission Owner’s delay; (2) the Connecting
Transmission Owner’s failure to meet the specified dates is the result of the action or
inaction of the Developer or any other Developer who has entered into a Standard Large
Generator Interconnection Agreement with the Connecting Transmission Owner and
NYISO, or action or inaction by any other Party, or any other cause beyond Connecting

Fourth Revised Service Agreement No. 1144

Transmission Owner’s reasonable control or reasonable ability to cure; (3) the Developer
has assumed responsibility for the design, procurement and construction of the
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System
Upgrade Facilities; or (4) the Connecting Transmission Owner and Developer have
otherwise agreed.

In no event shall NYISO have any liability whatever to Developer for liquidated damages
associated with the engineering, procurement or construction of Attachment Facilities or
System Upgrade Facilities or System Deliverability Upgrades.

5.4 Power System Stabilizers. The Developer shall procure, install, maintain and operate
Power System Stabilizers in accordance with the requirements identified in the
Interconnection Studies conducted for Developer’s Large Generating Facility. NYISO
and Connecting Transmission Owner reserve the right to reasonably establish minimum
acceptable settings for any installed Power System Stabilizers, subject to the design and
operating limitations of the Large Generating Facility. If the Large Generating Facility’s
Power System Stabilizers are removed from service or not capable of automatic
operation, the Developer shall immediately notify the Connecting Transmission Owner
and NYISO. The requirements of this paragraph shall not apply to wind generators.

5.5 Equipment Procurement. If responsibility for construction of the Connecting
Transmission Owner’s Attachment Facilities or System Upgrade Facilities or System
Deliverability Upgrades is to be borne by the Connecting Transmission Owner, then the
Connecting Transmission Owner shall commence design of the Connecting Transmission
Owner’s Attachment Facilities or System Upgrade Facilities or System Deliverability
Upgrades and procure necessary equipment as soon as practicable after all of the
following conditions are satisfied, unless the Developer and Connecting Transmission
Owner otherwise agree in writing:

5.5.1 NYISO and Connecting Transmission Owner have completed the Interconnection

Facilities Study pursuant to the Interconnection Facilities Study Agreement;

5.5.2 The NYISO has completed the required cost allocation analyses, and Developer

has accepted its share of the costs for necessary System Upgrade Facilities and

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System Deliverability Upgrades in accordance with the provisions of Attachment
S of the ISO OATT;

5.5.3 The Connecting Transmission Owner has received written authorization to
proceed with design and procurement from the Developer by the date specified in
Appendix B hereto; and

5.5.4 The Developer has provided security to the Connecting Transmission Owner in

accordance with Article 11.5 by the dates specified in Appendix B hereto.

5.6 Construction Commencement. The Connecting Transmission Owner shall commence
construction of the Connecting Transmission Owner’s Attachment Facilities and System
Upgrade Facilities and System Deliverability Upgrades for which it is responsible as soon
as practicable after the following additional conditions are satisfied:

5.6.1 Approval of the appropriate Governmental Authority has been obtained for any

facilities requiring regulatory approval;

5.6.2 Necessary real property rights and rights-of-way have been obtained, to the extent
required for the construction of a discrete aspect of the Connecting Transmission
Owner’s Attachment Facilities and System Upgrade Facilities and System
Deliverability Upgrades;

5.6.3 The Connecting Transmission Owner has received written authorization to
proceed with construction from the Developer by the date specified in Appendix
B hereto; and

5.6.4 The Developer has provided security to the Connecting Transmission Owner in

accordance with Article 11.5 by the dates specified in Appendix B hereto.

5.7 Work Progress. The Developer and Connecting Transmission Owner will keep each
other, and NYISO, advised periodically as to the progress of their respective design,
procurement and construction efforts. Any Party may, at any time, request a progress
report from the Developer or Connecting Transmission Owner. If, at any time, the
Developer determines that the completion of the Connecting Transmission Owner’s
Attachment Facilities will not be required until after the specified In-Service Date, the
Developer will provide written notice to the Connecting Transmission Owner and
NYISO of such later date upon which the completion of the Connecting Transmission
Owner’s Attachment Facilities will be required.

5.8 Information Exchange. As soon as reasonably practicable after the Effective Date, the

Developer and Connecting Transmission Owner shall exchange information, and provide

Fourth Revised Service Agreement No. 1144

NYISO the same information, regarding the design and compatibility of their respective
Attachment Facilities and compatibility of the Attachment Facilities with the New York
State Transmission System, and shall work diligently and in good faith to make any
necessary design changes.

5.9 Other Interconnection Options

5.9.1 Limited Operation. If any of the Connecting Transmission Owner’s Attachment
Facilities or System Upgrade Facilities or System Deliverability Upgrades are not
reasonably expected to be completed prior to the Commercial Operation Date of
the Developer’s Large Generating Facility, NYISO shall, upon the request and at
the expense of Developer, in conjunction with the Connecting Transmission
Owner, perform operating studies on a timely basis to determine the extent to
which the Developer’s Large Generating Facility and the Developer’s Attachment
Facilities may operate prior to the completion of the Connecting Transmission
Owner’s Attachment Facilities or System Upgrade Facilities or System
Deliverability Upgrades consistent with Applicable Laws and Regulations,
Applicable Reliability Standards, Good Utility Practice, and this Agreement.
Connecting Transmission Owner and NYISO shall permit Developer to operate
the Developer’s Large Generating Facility and the Developer’s Attachment
Facilities in accordance with the results of such studies.

5.9.2 Provisional Interconnection Service. Prior to the completion of the Large
Facility Interconnection Procedures and prior to completion of requisite
Attachment Facilities, Distribution Upgrades, System Upgrade Facilities, System
Distribution Upgrades, or System Protection Facilities, the Developer may request
an evaluation for Provisional Interconnection Service. NYISO, in conjunction
with the Connecting Transmission Owner, shall determine, through available
studies or additional studies as necessary, whether stability, short circuit, thermal,
and/or voltage issues would arise if the Developer interconnects without
modifications to the Large Generating Facility or the New York State

Transmission System (or Distribution System as applicable). NYISO, in
conjunction with the Connecting Transmission Owner, shall determine whether
any Attachment Facilities, Distribution Upgrades, System Upgrade Facilities,
System Deliverability Upgrades, or System Protection Facilities, which are
necessary to meet Applicable Laws and Regulations, Applicable Reliability
Standards, and Good Utility Practice, are in place prior to the commencement of
interconnection service from the Large Facility. Where available studies indicate
that the Attachment Facilities, Distribution Upgrades, System Upgrade Facilities,
System Deliverability Upgrades, or System Protection Facilities are required for
the interconnection of a new, modified and/or expanded Large Facility but such
facilities are not currently in place, NYISO, in conjunction with the Connecting
Transmission Owner, will perform a study, at the Developer’s expense, to confirm
the facilities that are required for Provisional Interconnection Service. The
maximum permissible output of the Large Facility in the Provisional Large

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Facility Interconnection Agreement shall be studied, at the Developer’s expense,
and updated annually. The NYISO shall issue the study’s findings in writing to
the Developer and Connecting Transmission Owner(s). Following a determination
by NYISO, in conjunction with the Connecting Transmission Owner, that the
Developer may reliably provide Provisional Interconnection Service, NYISO
shall tender to the Developer and Connecting Transmission Owner, a Provisional
Large Facility Interconnection Agreement. NYISO, Developer, and Connecting
Transmission Owner may execute the Provisional Large Facility Interconnection
Agreement, or the Developer may request the filing of an unexecuted Provisional
Large Facility Interconnection Agreement with the Commission. The Developer
shall assume all risk and liabilities with respect to changes between the
Provisional Large Facility Interconnection Agreement and the Large Generator
Interconnection Agreement, including changes in output limits and the cost
responsibilities for the Attachment Facilities, System Upgrade Facilities, System
Deliverability Upgrades, and/or System Protection Facilities.

5.10 Developer’s Attachment Facilities (“DAF”). Developer shall, at its expense, design,

procure, construct, own and install the DAF, as set forth in Appendix A hereto.

5.10.1 DAF Specifications. Developer shall submit initial specifications for the DAF,
including System Protection Facilities, to Connecting Transmission Owner and
NYISO at least one hundred eighty (180) Calendar Days prior to the Initial
Synchronization Date; and final specifications for review and comment at least
ninety (90) Calendar Days prior to the Initial Synchronization Date. Connecting
Transmission Owner and NYISO shall review such specifications to ensure that
the DAF are compatible with the technical specifications, operational control, and
safety requirements of the Connecting Transmission Owner and NYISO and
comment on such specifications within thirty (30) Calendar Days of Developer’s
submission. All specifications provided hereunder shall be deemed to be
Confidential Information.

5.10.2 No Warranty. The review of Developer’s final specifications by Connecting
Transmission Owner and NYISO shall not be construed as confirming, endorsing,
or providing a warranty as to the design, fitness, safety, durability or reliability of
the Large Generating Facility, or the DAF. Developer shall make such changes to
the DAF as may reasonably be required by Connecting Transmission Owner or
NYISO, in accordance with Good Utility Practice, to ensure that the DAF are
compatible with the technical specifications, operational control, and safety
requirements of the Connecting Transmission Owner and NYISO.

5.10.3 DAF Construction. The DAF shall be designed and constructed in accordance

with Good Utility Practice. Within one hundred twenty (120) Calendar Days after

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the Commercial Operation Date, unless the Developer and Connecting
Transmission Owner agree on another mutually acceptable deadline, the
Developer shall deliver to the Connecting Transmission Owner and NYISO “as-
built” drawings, information and documents for the DAF, such as: a one-line
diagram, a site plan showing the Large Generating Facility and the DAF, plan and
elevation drawings showing the layout of the DAF, a relay functional diagram,
relaying AC and DC schematic wiring diagrams and relay settings for all facilities
associated with the Developer’s step-up transformers, the facilities connecting the
Large Generating Facility to the step-up transformers and the DAF, and the
impedances (determined by factory tests) for the associated step-up transformers
and the Large Generating Facility. The Developer shall provide to, and
coordinate with, Connecting Transmission Owner and NYISO with respect to
proposed specifications for the excitation system, automatic voltage regulator,
Large Generating Facility control and protection settings, transformer tap settings,
and communications, if applicable.

5.11 Connecting Transmission Owner’s Attachment Facilities Construction. The
Connecting Transmission Owner’s Attachment Facilities shall be designed and
constructed in accordance with Good Utility Practice. Upon request, within one hundred
twenty (120) Calendar Days after the Commercial Operation Date, unless the Connecting
Transmission Owner and Developer agree on another mutually acceptable deadline, the
Connecting Transmission Owner shall deliver to the Developer “as-built” drawings, relay
diagrams, information and documents for the Connecting Transmission Owner’s
Attachment Facilities set forth in Appendix A.

The Connecting Transmission Owner shall transfer operational control of the Connecting
Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities
to the NYISO upon completion of such facilities.

5.12 Access Rights. Upon reasonable notice and supervision by the Granting Party, and
subject to any required or necessary regulatory approvals, either the Connecting
Transmission Owner or Developer (“Granting Party”) shall furnish to the other of those
two Parties (“Access Party”) at no cost any rights of use, licenses, rights of way and
easements with respect to lands owned or controlled by the Granting Party, its agents (if
allowed under the applicable agency agreement), or any Affiliate, that are necessary to
enable the Access Party to obtain ingress and egress at the Point of Interconnection to
construct, operate, maintain, repair, test (or witness testing), inspect, replace or remove
facilities and equipment to: (i) interconnect the Large Generating Facility with the New
York State Transmission System; (ii) operate and maintain the Large Generating Facility,
the Attachment Facilities and the New York State Transmission System; and (iii)
disconnect or remove the Access Party’s facilities and equipment upon termination of this
Agreement. In exercising such licenses, rights of way and easements, the Access Party
shall not unreasonably disrupt or interfere with normal operation of the Granting Party’s
business and shall adhere to the safety rules and procedures established in advance, as
may be changed from time to time, by the Granting Party and provided to the Access

Fourth Revised Service Agreement No. 1144

Party. The Access Party shall indemnify the Granting Party against all claims of injury or
damage from third parties resulting from the exercise of the access rights provided for
herein.

5.13 Lands of Other Property Owners. If any part of the Connecting Transmission Owner’s
Attachment Facilities and/or System Upgrade Facilities and/or System Deliverability
Upgrades is to be installed on property owned by persons other than Developer or
Connecting Transmission Owner, the Transmission Owner shall at Developer’s expense
use efforts, similar in nature and extent to those that it typically undertakes for its own or
affiliated generation, including use of its eminent domain authority, and to the extent
consistent with state law, 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 Connecting Transmission Owner’s Attachment Facilities and/or
System Upgrade Facilities and/or System Deliverability Upgrades upon such property.

5.14 Permits. NYISO, Connecting Transmission Owner and the Developer shall cooperate
with each other in good faith in obtaining all permits, licenses and authorizations that are
necessary to accomplish the interconnection in compliance with Applicable Laws and
Regulations. With respect to this paragraph, Connecting Transmission Owner shall
provide permitting assistance to the Developer comparable to that provided to the
Connecting Transmission Owner’s own, or an Affiliate’s generation, if any.

5.15 Early Construction of Base Case Facilities. Developer may request Connecting
Transmission Owner to construct, and Transmission Owner shall construct, subject to a
binding cost allocation agreement reached in accordance with Attachment S to the ISO
OATT, including Section 25.8.7 thereof, using Reasonable Efforts to accommodate
Developer’s In-Service Date, all or any portion of any System Upgrade Facilities or
System Deliverability Upgrades required for Developer to be interconnected to the New
York State Transmission System which are included in the Base Case of the Class Year
for the Developer, and which also are required to be constructed for another Developer,
but where such construction is not scheduled to be completed in time to achieve
Developer’s In-Service Date.

5.16 Suspension. Developer reserves the right, upon written notice to Connecting
Transmission Owner and NYISO, to suspend at any time all work by Connecting
Transmission Owner associated with the construction and installation of Connecting
Transmission Owner’s Attachment Facilities and/or System Upgrade Facilities and/or
System Deliverability Upgrades required for only that Developer under this Agreement
with the condition that the New York State Transmission System shall be left in a safe
and reliable condition in accordance with Good Utility Practice and the safety and
reliability criteria of Connecting Transmission Owner and NYISO. In such event,
Developer shall be responsible for all reasonable and necessary costs and/or obligations
in accordance with Attachment S to the ISO OATT including those which Connecting
Transmission Owner (i) has incurred pursuant to this Agreement prior to the suspension

Fourth Revised Service Agreement No. 1144

and (ii) incurs 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 the New York State Transmission System during such suspension and, if applicable,
any costs incurred in connection with the cancellation or suspension of material,
equipment and labor contracts which Connecting Transmission Owner cannot reasonably
avoid; provided, however, that prior to canceling or suspending any such material,
equipment or labor contract, Connecting Transmission Owner shall obtain Developer’s
authorization to do so.

Connecting Transmission Owner shall invoice Developer for such costs pursuant to
Article 12 and shall use due diligence to minimize its costs. In the event Developer
suspends work by Connecting Transmission Owner required under this Agreement
pursuant to this Article 5.16, and has not requested Connecting Transmission Owner to
recommence the work required under this Agreement on or before the expiration of three
(3) years following commencement of such suspension, this Agreement shall be deemed
terminated. The three-year period shall begin on the date the suspension is requested, or
the date of the written notice to Connecting Transmission Owner and NYISO, if no
effective date is specified.

5.17 Taxes.

5.17.1 Developer Payments Not Taxable. The Developer and Connecting
Transmission Owner intend that all payments or property transfers made by
Developer to Connecting Transmission Owner for the installation of the
Connecting Transmission Owner’s Attachment Facilities and the System Upgrade
Facilities and the System Deliverability Upgrades shall be non-taxable, either as
contributions to capital, or as an advance, in accordance with the Internal Revenue
Code and any applicable state income tax laws and shall not be taxable as
contributions in aid of construction or otherwise under the Internal Revenue Code
and any applicable state income tax laws.

5.17.2 Representations and Covenants. In accordance with IRS Notice 2001-82 and
IRS Notice 88-129, Developer represents and covenants that (i) ownership of the
electricity generated at the Large Generating Facility will pass to another party
prior to the transmission of the electricity on the New York State Transmission
System, (ii) for income tax purposes, the amount of any payments and the cost of
any property transferred to the Connecting Transmission Owner for the

Connecting Transmission Owner’s Attachment Facilities will be capitalized by
Developer as an intangible asset and recovered using the straight-line method
over a useful life of twenty (20) years, and (iii) any portion of the Connecting
Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within
the meaning of IRS Notice 88-129, is reasonably expected to carry only a de
minimis amount of electricity in the direction of the Large Generating Facility.
For this purpose, “de minimis amount” means no more than 5 percent of the total

Fourth Revised Service Agreement No. 1144

power flows in both directions, calculated in accordance with the “5 percent test”
set forth in IRS Notice 88-129. This is not intended to be an exclusive list of the
relevant conditions that must be met to conform to IRS requirements for non-
taxable treatment.

At Connecting Transmission Owner’s request, Developer shall provide
Connecting Transmission Owner with a report from an independent engineer
confirming its representation in clause (iii), above. Connecting Transmission
Owner represents and covenants that the cost of the Connecting Transmission
Owner’s Attachment Facilities paid for by Developer will have no net effect on
the base upon which rates are determined.

5.17.3 Indemnification for the Cost Consequences of Current Tax Liability Imposed
Upon the Connecting Transmission Owner. Notwithstanding Article 5.17.1,
Developer shall protect, indemnify and hold harmless Connecting Transmission
Owner from the cost consequences of any current tax liability imposed against
Connecting Transmission Owner as the result of payments or property transfers
made by Developer to Connecting Transmission Owner under this Agreement, as
well as any interest and penalties, other than interest and penalties attributable to
any delay caused by Connecting Transmission Owner.

Connecting Transmission Owner shall not include a gross-up for the cost
consequences of any current tax liability in the amounts it charges
Developer under this Agreement unless (i) Connecting Transmission
Owner has determined, in good faith, that the payments or property
transfers made by Developer to Connecting Transmission Owner should
be reported as income subject to taxation or (ii) any Governmental
Authority directs Connecting Transmission Owner to report payments or
property as income subject to taxation; provided, however, that
Connecting Transmission Owner may require Developer to provide
security, in a form reasonably acceptable to Connecting Transmission
Owner (such as a parental guarantee or a letter of credit), in an amount
equal to the cost consequences of any current tax liability under this
Article 5.17. Developer shall reimburse Connecting Transmission Owner
for such costs on a fully grossed-up basis, in accordance with Article

5.17.4, within thirty (30) Calendar Days of receiving written notification
from Connecting Transmission Owner of the amount due, including detail
about how the amount was calculated.

This indemnification obligation shall terminate at the earlier of (1) the
expiration of the ten-year testing period and the applicable statute of
limitation, as it may be extended by the Connecting Transmission Owner
upon request of the IRS, to keep these years open for audit or adjustment,
or (2) the occurrence of a subsequent taxable event and the payment of

Fourth Revised Service Agreement No. 1144

any related indemnification obligations as contemplated by this Article

5.17.

5.17.4 Tax Gross-Up Amount. Developer’s liability for the cost consequences of any
current tax liability under this Article 5.17 shall be calculated on a fully grossed-
up basis. Except as may otherwise be agreed to by the parties, this means that
Developer will pay Connecting Transmission Owner, in addition to the amount
paid for the Attachment Facilities and System Upgrade Facilities and System
Deliverability Upgrades, an amount equal to (1) the current taxes imposed on
Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross
income realized by Connecting Transmission Owner as a result of payments or
property transfers made by Developer to Connecting Transmission Owner under
this Agreement (without regard to any payments under this Article 5.17) (the
“Gross Income Amount”) over (b) the present value of future tax deductions for
depreciation that will be available as a result of such payments or property
transfers (the “Present Value Depreciation Amount”), plus (2) an additional
amount sufficient to permit the Connecting Transmission Owner to receive and
retain, after the payment of all Current Taxes, an amount equal to the net amount
described in clause (1).

For this purpose, (i) Current Taxes shall be computed based on
Connecting Transmission Owner’s composite federal and state tax rates at
the time the payments or property transfers are received and Connecting
Transmission Owner will be treated as being subject to tax at the highest
marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the
Present Value Depreciation Amount shall be computed by discounting
Connecting Transmission Owner’s anticipated tax depreciation deductions
as a result of such payments or property transfers by Connecting
Transmission Owner’s current weighted average cost of capital. Thus, the
formula for calculating Developer’s liability to Connecting Transmission
Owner pursuant to this Article 5.17.4 can be expressed as follows:
(Current Tax Rate x (Gross Income Amount - Present Value Depreciation
Amount))/(1 - Current Tax Rate).

Developer’s estimated tax liability in the event taxes are imposed shall be
stated in Appendix A, Attachment Facilities and System Upgrade
Facilities and System Deliverability Upgrades.

5.17.5 Private Letter Ruling or Change or Clarification of Law. At Developer’s
request and expense, Connecting Transmission Owner shall file with the IRS a
request for a private letter ruling as to whether any property transferred or sums
paid, or to be paid, by Developer to Connecting Transmission Owner under this
Agreement are subject to federal income taxation. Developer will prepare the
initial draft of the request for a private letter ruling, and will certify under

Fourth Revised Service Agreement No. 1144

penalties of perjury that all facts represented in such request are true and accurate
to the best of Developer’s knowledge. ConnectingTransmission Owner and
Developer shall cooperate in good faith with respect to the submission of such
request.

Connecting Transmission Owner shall keep Developer fully informed of
the status of such request for a private letter ruling and shall execute either
a privacy act waiver or a limited power of attorney, in a form acceptable to
the IRS, that authorizes Developer to participate in all discussions with the
IRS regarding such request for a private letter ruling. Connecting
Transmission Owner shall allow Developer to attend all meetings with
IRS officials about the request and shall permit Developer to prepare the
initial drafts of any follow-up letters in connection with the request.

5.17.6 Subsequent Taxable Events. If, within 10 years from the date on which the
relevant Connecting Transmission Owner Attachment Facilities are placed in
service, (i) Developer Breaches the covenants contained in Article 5.17.2, (ii) a
“disqualification event” occurs within the meaning of IRS Notice 88-129, or
(iii) this Agreement terminates and Connecting Transmission Owner retains
ownership of the Attachment Facilities and System Upgrade Facilities and System
Deliverability Upgrades, the Developer shall pay a tax gross-up for the cost
consequences of any current tax liability imposed on Connecting Transmission
Owner, calculated using the methodology described in Article 5.17.4 and in
accordance with IRS Notice 90-60.

5.17.7 Contests. In the event any Governmental Authority determines that Connecting
Transmission Owner’s receipt of payments or property constitutes income that is
subject to taxation, Connecting Transmission Owner shall notify Developer, in
writing, within thirty (30) Calendar Days of receiving notification of such
determination by a Governmental Authority. Upon the timely written request by
Developer and at Developer’s sole expense, Connecting Transmission Owner may
appeal, protest, seek abatement of, or otherwise oppose such determination. Upon
Developer’s written request and sole expense, Connecting Transmission Owner
may file a claim for refund with respect to any taxes paid under this Article 5.17,
whether or not it has received such a determination. Connecting Transmission
Owner reserves the right to make all decisions with regard to the prosecution of
such appeal, protest, abatement or other contest, including the selection of counsel
and compromise or settlement of the claim, but Connecting Transmission Owner
shall keep Developer informed, shall consider in good faith suggestions from
Developer about the conduct of the contest, and shall reasonably permit

Developer or an Developer representative to attend contest proceedings.

Developer shall pay to Connecting Transmission Owner on a periodic
basis, as invoiced by Connecting Transmission Owner, Connecting

Fourth Revised Service Agreement No. 1144

Transmission Owner’s documented reasonable costs of prosecuting such
appeal, protest, abatement or other contest, including any costs associated
with obtaining the opinion of independent tax counsel described in this
Article 5.17.7. The Connecting Transmission Owner may abandon any
contest if the Developer fails to provide payment to the Connecting
Transmission Owner within (30) Calendar Days of receiving such invoice.
At any time during the contest, Connecting Transmission Owner may
agree to a settlement either with Developer’s consent or after obtaining
written advice from nationally-recognized tax counsel, selected by
Connecting Transmission Owner, but reasonably acceptable to Developer,
that the proposed settlement represents a reasonable settlement given the
hazards of litigation. Developer’s obligation shall be based on the amount
of the settlement agreed to by Developer, or if a higher amount, so much
of the settlement that is supported by the written advice from nationally-
recognized tax counsel selected under the terms of the preceding sentence.
The settlement amount shall be calculated on a fully grossed-up basis to
cover any related cost consequences of the current tax liability. The
Connecting Transmission Owner may also settle any tax controversy
without receiving the Developer’s consent or any such written advice;
however, any such settlement will relieve the Developer from any
obligation to indemnify Connecting Transmission Owner for the tax at
issue in the contest (unless the failure to obtain written advice is
attributable to the Developer’s unreasonable refusal to the appointment of
independent tax counsel).

5.17.8 Refund. In the event that (a) a private letter ruling is issued to Connecting
Transmission Owner which holds that any amount paid or the value of any
property transferred by Developer to Connecting Transmission Owner under the
terms of this Agreement is not subject to federal income taxation, (b) any
legislative change or administrative announcement, notice, ruling or other
determination makes it reasonably clear to Connecting Transmission Owner in
good faith that any amount paid or the value of any property transferred by
Developer to Connecting Transmission Owner under the terms of this Agreement
is not taxable to Connecting Transmission Owner, (c) any abatement, appeal,
protest, or other contest results in a determination that any payments or transfers
made by Developer to Connecting Transmission Owner are not subject to federal
income tax, or (d) if Connecting Transmission Owner receives a refund from any
taxing authority for any overpayment of tax attributable to any payment or
property transfer made by Developer to Connecting Transmission Owner pursuant

Fourth Revised Service Agreement No. 1144

to this Agreement, Connecting Transmission Owner shall promptly refund to
Developer the following:

(i) Any payment made by Developer under this Article 5.17 for taxes that is
attributable to the amount determined to be non-taxable, together with interest
thereon,

(ii) Interest on any amounts paid by Developer to Connecting Transmission
Owner for such taxes which Connecting Transmission Owner did not submit to
the taxing authority, calculated in accordance with the methodology set forth in
FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was
made by Developer to the date Connecting Transmission Owner refunds such
payment to Developer, and

(iii) With respect to any such taxes paid by Connecting Transmission Owner,
any refund or credit Connecting Transmission Owner receives or to which it may
be entitled from any Governmental Authority, interest (or that portion thereof
attributable to the payment described in clause (i), above) owed to the Connecting
Transmission Owner for such overpayment of taxes (including any reduction in
interest otherwise payable by Connecting Transmission Owner to any
Governmental Authority resulting from an offset or credit); provided, however,
that Connecting Transmission Owner will remit such amount promptly to
Developer only after and to the extent that Connecting Transmission Owner has
received a tax refund, credit or offset from any Governmental Authority for any
applicable overpayment of income tax related to the Connecting Transmission
Owner’s Attachment Facilities.

The intent of this provision is to leave both the Developer and Connecting Transmission
Owner, to the extent practicable, in the event that no taxes are due with respect to any
payment for Attachment Facilities and System Upgrade Facilities and System
Deliverability Upgrades hereunder, in the same position they would have been in had no
such tax payments been made.

5.17.9 Taxes Other Than Income Taxes. Upon the timely request by Developer, and at
Developer’s sole expense, Connecting Transmission Owner shall appeal, protest,
seek abatement of, or otherwise contest any tax (other than federal or state income
tax) asserted or assessed against Transmission Owner for which Developer may
be required to reimburse Connecting Transmission Owner under the terms of this
Agreement. Developer shall pay to Connecting Transmission Owner on a
periodic basis, as invoiced by Connecting Transmission Owner, Connecting
Transmission Owner’s documented reasonable costs of prosecuting such appeal,
protest, abatement, or other contest. Developer and Connecting Transmission
Owner 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

Fourth Revised Service Agreement No. 1144

deferred, no amount shall be payable by Developer to Connecting Transmission
Owner 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, Developer will be
responsible for all taxes, interest and penalties, other than penalties attributable to
any delay caused by Connecting Transmission Owner.

5.18 Tax Status; Non-Jurisdictional Entities.

5.18.1 Tax Status. Each Party shall cooperate with the other Parties to maintain the
other Parties’ tax status. Nothing in this Agreement is intended to adversely
affect the tax status of any Party including the status of NYISO, or the status of
any Connecting Transmission Owner with respect to the issuance of bonds
including, but not limited to, Local Furnishing Bonds. Notwithstanding any other
provisions of this Agreement, LIPA, NYPA and Consolidated Edison Company
of New York, Inc. shall not be required to comply with any provisions of this
Agreement that would result in the loss of tax-exempt status of any of their Tax
Exempt Bonds or impair their ability to issue future tax-exempt obligations. For
purposes of this provision, Tax-Exempt Bonds shall include the obligations of the
Long Island Power Authority, NYPA and Consolidated Edison Company of New
York, Inc., the interest on which is not included in gross income under the
Internal Revenue Code.

5.18.2 Non-Jurisdictional Entities. LIPA and NYPA do not waive their exemptions,
pursuant to Section 201(f) of the FPA, from Commission jurisdiction with respect
to the Commission’s exercise of the FPA’s general ratemaking authority.

5.19 Modification.

5.19.1 General. Either the Developer or Connecting Transmission Owner may
undertake modifications to its facilities covered by this Agreement. If either the
Developer or Connecting Transmission Owner plans to undertake a modification
that reasonably may be expected to affect the other Party’s facilities, that Party
shall provide to the other Party, and to NYISO, sufficient information regarding
such modification so that the other Party and NYISO may evaluate the potential
impact of such modification prior to commencement of the work. Such

information shall be deemed to be Confidential Information hereunder and shall
include information concerning the timing of such modifications and whether
such modifications are expected to interrupt the flow of electricity from the Large
Generating Facility. The Party desiring to perform such work shall provide the
relevant drawings, plans, and specifications to the other Party and NYISO at least
ninety (90) Calendar Days in advance of the commencement of the work or such

Fourth Revised Service Agreement No. 1144

shorter period upon which the Parties may agree, which agreement shall not
unreasonably be withheld, conditioned or delayed.

In the case of Large Generating Facility modifications that do not require
Developer to submit an Interconnection Request, Transmission Owner
shall provide, within sixty (60) Calendar Days (or such other time as the
Parties may agree), an estimate of any additional modifications to the New
York State Transmission System, Connecting Transmission Owner’s
Attachment Facilities or System Upgrade Facilities or System Deliverability Upgrades necessitated by such Developer modification and
a good faith estimate of the costs thereof. The Developer shall be
responsible for the cost of any such additional modifications, including the
cost of studying the impact of the Developer modification.

5.19.2 Standards. Any additions, modifications, or replacements made to a Party’s
facilities shall be designed, constructed and operated in accordance with this
Agreement, NYISO requirements and Good Utility Practice.

5.19.3 Modification Costs. Developer shall not be assigned the costs of any additions,
modifications, or replacements that Connecting Transmission Owner makes to the
Connecting Transmission Owner’s Attachment Facilities or the New York State
Transmission System to facilitate the interconnection of a third party to the
Connecting Transmission Owner’s Attachment Facilities or the New York State
Transmission System, or to provide Transmission Service to a third party under
the ISO OATT, except in accordance with the cost allocation procedures in
Attachment S of the ISO OATT. Developer shall be responsible for the costs of
any additions, modifications, or replacements to the Developer’s Attachment
Facilities that may be necessary to maintain or upgrade such Developer’s
Attachment Facilities consistent with Applicable Laws and Regulations,
Applicable Reliability Standards or Good Utility Practice.

ARTICLE 6. TESTING AND INSPECTION

6.1 Pre-Commercial Operation Date Testing and Modifications. Prior to the Commercial
Operation Date, the Connecting Transmission Owner shall test the Connecting
Transmission Owner’s Attachment Facilities (including required control technologies and
protection systems) and System Upgrade Facilities and System Deliverability Upgrades
and Developer shall test the Large Generating Facility and the Developer’s Attachment
Facilities to ensure their safe and reliable operation. Similar testing may be required after
initial operation. Developer and Connecting Transmission Owner shall each make any
modifications to its facilities that are found to be necessary as a result of such testing.
Developer shall bear the cost of all such testing and modifications. Developer shall
generate test energy at the Large Generating Facility only if it has arranged for the
injection of such test energy in accordance with NYISO procedures.

Fourth Revised Service Agreement No. 1144

6.2 Post-Commercial Operation Date Testing and Modifications. Developer and
Connecting Transmission Owner shall each at its own expense perform routine inspection
and testing of its facilities and equipment in accordance with Good Utility Practice and
Applicable Reliability Standards as may be necessary to ensure the continued
interconnection of the Large Generating Facility with the New York State Transmission
System in a safe and reliable manner. Developer and Connecting Transmission Owner
shall each have the right, upon advance written notice, to require reasonable additional
testing of the other Party’s facilities, at the requesting Party’s expense, as may be in
accordance with Good Utility Practice.

6.3 Right to Observe Testing. Developer and Connecting Transmission Owner shall each
notify the other Party, and the NYISO, in advance of its performance of tests of its
Attachment Facilities. The other Party, and the NYISO, shall each have the right, at its
own expense, to observe such testing.

6.4 Right to Inspect. Developer and Connecting Transmission Owner shall each have the
right, but shall have no obligation to: (i) observe the other Party’s tests and/or inspection
of any of its System Protection Facilities and other protective equipment, including
Power System Stabilizers; (ii) review the settings of the other Party’s System Protection
Facilities and other protective equipment; and (iii) review the other Party’s maintenance
records relative to the Attachment Facilities, the System Protection Facilities and other
protective equipment. NYISO shall have these same rights of inspection as to the
facilities and equipment of Developer and Connecting Transmission Owner. A Party
may exercise these rights from time to time as it deems necessary upon reasonable notice
to the other Party. The exercise or non-exercise by a Party of any such rights shall not be
construed as an endorsement or confirmation of any element or condition of the
Attachment Facilities or the System Protection Facilities or other protective equipment or
the operation thereof, or as a warranty as to the fitness, safety, desirability, or reliability
of same. Any information that a Party obtains through the exercise of any of its rights
under this Article 6.4 shall be treated in accordance with Article 22 of this Agreement
and Attachment F to the ISO OATT.

ARTICLE 7. METERING

7.1 General. Developer and Connecting Transmission Owner shall each comply with
applicable requirements of NYISO and the New York Public Service Commission when
exercising its rights and fulfilling its responsibilities under this Article 7. Unless
otherwise agreed by the Connecting Transmission Owner and NYISO approved meter
service provider and Developer, the Connecting Transmission Owner shall install
Metering Equipment at the Point of Interconnection prior to any operation of the Large
Generating Facility and shall own, operate, test and maintain such Metering power flows
including MW and MVAR, MWHR and loss profile data to and from the Large
Generating Facility shall be measured at the Point of Interconnection. Connecting
Transmission Owner shall provide metering quantities, in analog and/or digital form, as

Fourth Revised Service Agreement No. 1144

required, to Developer or NYISO upon request. Where the Point of Interconnection for
the Large Generating Facility is other than the generator terminal, the Developer shall
also provide gross MW and MVAR quantities at the generator terminal. Developer shall
bear all reasonable documented costs associated with the purchase, installation,
operation, testing and maintenance of the Metering Equipment.

7.2 Check Meters. Developer, at its option and expense, may install and operate, on its
premises and on its side of the Point of Interconnection, one or more check meters to
check Connecting Transmission Owner’s meters. Such check meters shall be for check
purposes only and shall not be used for the measurement of power flows for purposes of
this Agreement, except as provided in Article 7.4 below. The check meters shall be
subject at all reasonable times to inspection and examination by Connecting

Transmission Owner or its designee. The installation, operation and maintenance thereof
shall be performed entirely by Developer in accordance with Good Utility Practice.

7.3 Standards. Connecting Transmission Owner shall install, calibrate, and test revenue
quality Metering Equipment including potential transformers and current transformers in
accordance with applicable ANSI and PSC standards as detailed in the NYISO Control
Center Communications Manual and in the NYISO Revenue Metering Requirements
Manual.

7.4 Testing of Metering Equipment. Connecting Transmission Owner shall inspect and test
all of its Metering Equipment upon installation and at least once every two (2) years
thereafter. If requested to do so by NYISO or Developer, Connecting Transmission
Owner shall, at Developer’s expense, inspect or test Metering Equipment more frequently
than every two (2) years. Connecting Transmission Owner shall give reasonable notice
of the time when any inspection or test shall take place, and Developer and NYISO may
have representatives present at the test or inspection. If at any time Metering Equipment
is found to be inaccurate or defective, it shall be adjusted, repaired or replaced at
Developer’s expense, in order to provide accurate metering, unless the inaccuracy or
defect is due to Connecting Transmission Owner’s failure to maintain, then Connecting
Transmission Owner shall pay. If Metering Equipment fails to register, or if the
measurement made by Metering Equipment during a test varies by more than two percent
from the measurement made by the standard meter used in the test, Connecting
Transmission Owner shall adjust the measurements by correcting all measurements for
the period during which Metering Equipment was in error by using Developer’s check
meters, if installed. If no such check meters are installed or if the period cannot be
reasonably ascertained, the adjustment shall be for the period immediately preceding the
test of the Metering Equipment equal to one-half the time from the date of the last
previous test of the Metering Equipment. The NYISO shall reserve the right to review all
associated metering equipment installation on the Developer’s or Connecting
Transmission Owner’s property at any time.

Fourth Revised Service Agreement No. 1144

7.5 Metering Data. At Developer’s expense, the metered data shall be telemetered to one or
more locations designated by Connecting Transmission Owner, Developer and NYISO.
Such telemetered data shall be used, under normal operating conditions, as the official
measurement of the amount of energy delivered from the Large Generating Facility to the
Point of Interconnection.

ARTICLE 8. COMMUNICATIONS

8.1 Developer Obligations. In accordance with applicable NYISO requirements, Developer
shall maintain satisfactory operating communications with Connecting Transmission
Owner and NYISO. Developer shall provide standard voice line, dedicated voice line
and facsimile communications at its Large Generating Facility control room or central
dispatch facility through use of either the public telephone system, or a voice

communications system that does not rely on the public telephone system. Developer
shall also provide the dedicated data circuit(s) necessary to provide Developer data to
Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The
data circuit(s) shall extend from the Large Generating Facility to the location(s) specified
by Connecting Transmission Owner and NYISO. Any required maintenance of such
communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the
following events: system paralleling or separation, scheduled and unscheduled
shutdowns, equipment clearances, and hourly and daily load data.

8.2 Remote Terminal Unit. Prior to the Initial Synchronization Date of the Large
Generating Facility, a Remote Terminal Unit, or equivalent data collection and transfer
equipment acceptable to the Parties, shall be installed by Developer, or by Connecting
Transmission Owner at Developer’s expense, to gather accumulated and instantaneous
data to be telemetered to the location(s) designated by Connecting Transmission Owner
and NYISO through use of a dedicated point-to-point data circuit(s) as indicated in
Article 8.1. The communication protocol for the data circuit(s) shall be specified by
Connecting Transmission Owner and NYISO. Instantaneous bi-directional analog real
power and reactive power flow information must be telemetered directly to the
location(s) specified by Connecting Transmission Owner and NYISO.

Each Party will promptly advise the appropriate other Party if it detects or otherwise
learns of any metering, telemetry or communications equipment errors or malfunctions
that require the attention and/or correction by that other Party. The Party owning such
equipment shall correct such error or malfunction as soon as reasonably feasible.

8.3 No Annexation. Any and all equipment placed on the premises of a Party shall be and
remain the property of the Party providing such equipment regardless of the mode and
manner of annexation or attachment to real property, unless otherwise mutually agreed by
the Party providing such equipment and the Party receiving such equipment.

Fourth Revised Service Agreement No. 1144

ARTICLE 9. OPERATIONS

9.1 General. Each Party shall comply with Applicable Laws and Regulations and
Applicable Reliability Standards. Each Party shall provide to the other Parties all
information that may reasonably be required by the other Parties to comply with
Applicable Laws and Regulations and Applicable Reliability Standards.

9.2 NYISO and Connecting Transmission Owner Obligations. Connecting Transmission
Owner and NYISO shall cause the New York State Transmission System and the
Connecting Transmission Owner’s Attachment Facilities to be operated, maintained and
controlled in a safe and reliable manner in accordance with this Agreement and the
NYISO Tariffs. Connecting Transmission Owner and NYISO may provide operating
instructions to Developer consistent with this Agreement, NYISO procedures and
Connecting Transmission Owner’s operating protocols and procedures as they may
change from time to time. Connecting Transmission Owner and NYISO will consider
changes to their respective operating protocols and procedures proposed by Developer.

9.3 Developer Obligations. Developer shall at its own expense operate, maintain and
control the Large Generating Facility and the Developer’s Attachment Facilities in a safe
and reliable manner and in accordance with this Agreement. Developer shall operate the
Large Generating Facility and the Developer’s Attachment Facilities in accordance with
NYISO and Connecting Transmission Owner requirements, as such requirements are set
forth or referenced in Appendix C hereto. Appendix C will be modified to reflect
changes to the requirements as they may change from time to time. Any Party may
request that the appropriate other Party or Parties provide copies of the requirements set
forth or referenced in Appendix C hereto.

9.4 Start-Up and Synchronization. Consistent with the mutually acceptable procedures of
the Developer and Connecting Transmission Owner, the Developer is responsible for the
proper synchronization of the Large Generating Facility to the New York State
Transmission System in accordance with NYISO and Connecting Transmission Owner
procedures and requirements.

9.5 Real and Reactive Power Control and Primary Frequency Response.

9.5.1 Power Factor Design Criteria.

9.5.1.1 Synchronous Generation. Developer shall design the Large
Generating Facility to maintain effective composite power delivery at
continuous rated power output at the Point of Interconnection at a
power factor within the range of 0.95 leading to 0.95 lagging unless
the NYISO or the Transmission Owner in whose Transmission District
the Large Generating Facility interconnects has established different

Fourth Revised Service Agreement No. 1144

requirements that apply to all generators in the New York Control
Area or Transmission District (as applicable) on a comparable basis, in
accordance with Good Utility Practice.

The Developer shall design and maintain the plant auxiliary systems to operate
safely throughout the entire real and reactive power design range.

9.5.1.2 Non-Synchronous Generation. Developer shall design the Large
Generating Facility to maintain composite power delivery at
continuous rated power output at the high-side of the generator
substation at a power factor within the range of 0.95 leading to
0.95 lagging, unless the NYISO or the Transmission Owner in
whose Transmission District the Large Generating Facility
interconnects has established a different power factor range that
applies to all non-synchronous generators in the New York Control
Area or Transmission District (as applicable) on a comparable
basis, in accordance with Good Utility Practice. This power factor
range standard shall be dynamic and can be met using, for
example, power electronics designed to supply this level of
reactive capability (taking into account any limitations due to
voltage level, real power output, etc.) or fixed and switched
capacitors, or a combination of the two. This requirement shall
only apply to newly interconnection non-synchronous generators
that have not yet executed a Facilities Study Agreement as of
September 21, 2016.

The Developer shall design and maintain the plant auxiliary systems to operate
safely throughout the entire real and reactive power design range.

9.5.2 Voltage Schedules. Once the Developer has synchronized the Large Generating
Facility with the New York State Transmission System, NYISO shall require
Developer to operate the Large Generating Facility to produce or absorb reactive
power within the design capability of the Large Generating Facility set forth in
Article 9.5.1 (Power Factor Design Criteria). NYISO’s voltage schedules shall
treat all sources of reactive power in the New York Control Area in an equitable
and not unduly discriminatory manner. NYISO shall exercise Reasonable Efforts
to provide Developer with such schedules in accordance with NYISO procedures,
and may make changes to such schedules as necessary to maintain the reliability
of the New York State Transmission System. Developer shall operate the Large
Generating Facility to maintain the specified output voltage or power factor at the
Point of Interconnection within the design capability of the Large Generating
Facility set forth in Article 9.5.1(Power Factor Design Criteria) as directed by the
Connecting Transmission Owner’s system operator or the NYISO. If Developer

Fourth Revised Service Agreement No. 1144

is unable to maintain the specified voltage or power factor, it shall promptly
notify NYISO.

9.5.3 Payment for Reactive Power. NYISO shall pay Developer for reactive power or
voltage support service that Developer provides from the Large Generating
Facility in accordance with the provisions of Rate Schedule 2 of the NYISO
Services Tariff.

9.5.4 Voltage Regulators. Whenever the Large Generating Facility is operated in
parallel with the New York State Transmission System, the automatic voltage
regulators shall be in automatic operation at all times. If the Large Generating
Facility’s automatic voltage regulators are not capable of such automatic
operation, the Developer shall immediately notify NYISO, or its designated
representative, and ensure that such Large Generating Facility’s real and reactive
power are within the design capability of the Large Generating Facility’s
generating unit(s) and steady state stability limits and NYISO system operating
(thermal, voltage and transient stability) limits. Developer shall not cause its
Large Generating Facility to disconnect automatically or instantaneously from the
New York State Transmission System or trip any generating unit comprising the
Large Generating Facility for an under or over frequency condition unless the
abnormal frequency condition persists for a time period beyond the limits set forth
in ANSI/IEEE Standard C37.106, or such other standard as applied to other
generators in the New York Control Area on a comparable basis.

9.5.5 Primary Frequency Response. Developer shall ensure the primary frequency
response capability of its Large Generating Facility by installing, maintaining, and
operating a functioning governor or equivalent controls. The term “functioning
governor or equivalent controls” as used herein shall mean the required hardware
and/or software that provides frequency responsive real power control with the
ability to sense changes in system frequency and autonomously adjust the Large
Generating Facility’s real power output in accordance with the droop and
deadband parameters and in the direction needed to correct frequency deviations.
Developer is required to install a governor or equivalent controls with the
capability of operating: (1) with a maximum 5 percent droop ± 0.036 Hz
deadband; or (2) in accordance with the relevant droop, deadband, and timely and
sustained response settings from an approved Applicable Reliability Standard
providing for equivalent or more stringent parameters. The droop characteristic
shall be: (1) based on the nameplate capacity of the Large Generating Facility,
and shall be linear in the range of frequencies between 59 and 61 Hz that are
outside of the deadband parameter; or (2) based on an approved Applicable
Reliability Standard providing for an equivalent or more stringent parameter. The
deadband parameter shall be: the range of frequencies above and below nominal
(60 Hz) in which the governor or equivalent controls is not expected to adjust the
Large Generating Facility’s real power output in response to frequency

deviations. The deadband shall be implemented: (1) without a step to the droop

Fourth Revised Service Agreement No. 1144

curve, that is, once the frequency deviation exceeds the deadband parameter, the
expected change in the Large Generating Facility’s real power output in response
to frequency deviations shall start from zero and then increase (for under-
frequency deviations) or decrease (for over-frequency deviations) linearly in
proportion to the magnitude of the frequency deviation; or (2) in accordance with
an approved Applicable Reliability Standard providing for an equivalent or more
stringent parameter. Developer shall notify NYISO that the primary frequency
response capability of the Large Generating Facility has been tested and
confirmed during commissioning. Once Developer has synchronized the Large
Generating Facility with the New York State Transmission System, Developer
shall operate the Large Generating Facility consistent with the provisions
specified in Articles 9.5.5.1 and 9.5.5.2 of this Agreement. The primary frequency
response requirements contained herein shall apply to both synchronous and non-
synchronous Large Generating Facilities.

9.5.5.1 Governor or Equivalent Controls. Whenever the Large
Generating Facility is operated in parallel with the New York State
Transmission System, Developer shall operate the Large

Generating Facility with its governor or equivalent controls in
service and responsive to frequency. Developer shall: (1) in
coordination with NYISO, set the deadband parameter to: (1) a
maximum of ±0.036 Hz and set the droop parameter to a maximum
of 5 percent; or (2) implement the relevant droop and deadband
settings from an approved Applicable Reliability Standard that
provides for equivalent or more stringent parameters. Developer
shall be required to provide the status and settings of the governor
and equivalent controls to NYISO and/or the Connecting Transmission Owner upon request. If Developer needs to operate
the Large Generating Facility with its governor or equivalent
controls not in service, Developer shall immediately notify NYISO
and the Connecting Transmission Owner, and provide both with
the following information: (1) the operating status of the governor
or equivalent controls (i.e., whether it is currently out of service or
when it will be taken out of service); (2) the reasons for removing
the governor or equivalent controls from service; and (3) a
reasonable estimate of when the governor or equivalent controls
will be returned to service. Developer shall make Reasonable
Efforts to return its governor or equivalent controls into service as
soon as practicable. Developer shall make Reasonable Efforts to
keep outages of the Large Generating Facility’s governor or
equivalent controls to a minimum whenever the Large Generating
Facility is operated in parallel with the New York State Transmission System.

Fourth Revised Service Agreement No. 1144

9.5.5.2 Timely and Sustained Response. Developer shall ensure that the
Large Generating Facility’s real power response to sustained
frequency deviations outside of the deadband setting is
automatically provided and shall begin immediately after
frequency deviates outside of the deadband, and to the extent the
Large Generating Facility has operating capability in the direction
needed to correct the frequency deviation. Developer shall not
block or otherwise inhibit the ability of the governor or equivalent
controls to respond and shall ensure that the response is not
inhibited, except under certain operational constraints including,
but not limited to, ambient temperature limitations, physical
energy limitations, outages of mechanical equipment, or
regulatory requirements. The Large Generating Facility shall
sustain the real power response at least until system frequency
returns to a value within the deadband setting of the governor or
equivalent controls. An Applicable Reliability Standard with
equivalent or more stringent requirements shall supersede the
above requirements.

9.5.5.3 Exemptions. Large Generating Facilities that are regulated by

the United States Nuclear Regulatory Commission shall be

exempt from Articles 9.5.5, 9.5.5.1, and 9.5.5.2 of this Agreement.
Large Generating Facilities that are behind the meter generation
that is sized-to-load (i.e., the thermal load and the generation are
near-balanced in real-time operation and the generation is primarily controlled to maintain the unique thermal, chemical, or
mechanical output necessary for the operating requirements of its
host facility) shall be required to install primary frequency response capability requirements in accordance with the droop and
deadband capability requirements specified in Article 9.5.5, but
shall be otherwise exempt from the operating requirements in
Articles 9.5.5, 9.5.5.1, 9.5.5.2, and 9.5.5.4 of this Agreement.

9.5.5.4 Electric Storage Resources. Developer interconnecting a
Generating Facility that contains an electric storage resource shall
establish an operating range in Appendix C of its LGIA that
specifies a minimum state of charge and a maximum state of
charge between which the electric storage resource will be
required to provide primary frequency response consistent with
the conditions set forth in Articles 9.5.5, 9.5.5.1, 9.5.5.2, and
9.5.5.3 of this Agreement. Appendix C shall specify whether the
operating range is static or dynamic, and shall consider (1) the
expected magnitude of frequency deviations in the

Fourth Revised Service Agreement No. 1144

interconnection; (2) the expected duration that system frequency
will remain outside of the deadband parameter in the
interconnection; (3) the expected incidence of frequency
deviations outside of the deadband parameter in the interconnection; (4) the physical capabilities of the electric storage
resource; (5) operational limitations of the electric storage
resources due to manufacturer specification; and (6) any other
relevant factors agreed to by the NYISO, Connecting
Transmission Owner, and Developer. If the operating range is
dynamic, then Appendix C must establish how frequently the
operating range will be reevaluated and the factors that may be
considered during its reevaluation.

Developer’s electric storage resource is required to provide timely and sustained primary
frequency response consistent with Article 9.5.5.2 of this Agreement when it is online and
dispatched to inject electricity to the New York State Transmission System and/or receive
electricity from the New York State Transmission System. This excludes circumstances when
the electric storage resource is not dispatched to inject electricity to the New York State
Transmission System and/or dispatched to receive electricity from the New York State
Transmission System. If Developer’s electric storage resource is charging at the time of a
frequency deviation outside of its deadband parameter, it is to increase (for over-frequency
deviations) or decrease (for under-frequency deviations) the rate at which it is charging in
accordance with its droop parameter. Developer’s electric storage resource is not required to
change from charging to discharging, or vice versa, unless the response necessitated by the
droop and deadband settings requires it to do so and it is technically capable of making such a
transition.

9.6 Outages and Interruptions.

9.6.1 Outages.

9.6.1.1 Outage Authority and Coordination. Developer and Connecting
Transmission Owner may each, in accordance with NYISO procedures
and Good Utility Practice and in coordination with the other Party,
remove from service any of its respective Attachment Facilities or
System Upgrade Facilities and System Deliverability Upgrades that
may impact the other Party’s facilities as necessary to perform
maintenance or testing or to install or replace equipment. Absent an
Emergency State, the Party scheduling a removal of such facility(ies)
from service will use Reasonable Efforts to schedule such removal on
a date and time mutually acceptable to both the Developer and the
Connecting Transmission Owner. In all circumstances either Party

Fourth Revised Service Agreement No. 1144

planning to remove such facility(ies) from service shall use
Reasonable Efforts to minimize the effect on the other Party of such
removal.

9.6.1.2 Outage Schedules. The Connecting Transmission Owner shall post
scheduled outages of its transmission facilities on the NYISO OASIS.
Developer shall submit its planned maintenance schedules for the
Large Generating Facility to Connecting Transmission Owner and
NYISO for a minimum of a rolling thirty-six month period. Developer
shall update its planned maintenance schedules as necessary. NYISO
may direct, or the Connecting Transmission Owner may request,
Developer to reschedule its maintenance as necessary to maintain the
reliability of the New York State Transmission System. Compensation
to Developer for any additional direct costs that the Developer incurs
as a result of rescheduling maintenance, including any additional
overtime, breaking of maintenance contracts or other costs above and
beyond the cost the Developer would have incurred absent the request
to reschedule maintenance, shall be in accordance with the ISO OATT.
Developer will not be eligible to receive compensation, if during the
twelve (12) months prior to the date of the scheduled maintenance, the
Developer had modified its schedule of maintenance activities other
than at the direction of the NYISO or request of the Connecting
Transmission Owner.

9.6.1.3 Outage Restoration. If an outage on the Attachment Facilities or
System Upgrade Facilities or System Deliverability Upgrades of the
Connecting Transmission Owner or Developer adversely affects the
other Party’s operations or facilities, the Party that owns the facility
that is out of service shall use Reasonable Efforts to promptly restore
such facility(ies) to a normal operating condition consistent with the
nature of the outage. The Party that owns the facility that is out of
service shall provide the other Party and NYISO, to the extent such
information is known, information on the nature of the Emergency
State, an estimated time of restoration, and any corrective actions
required. Initial verbal notice shall be followed up as soon as

practicable with written notice explaining the nature of the outage.

9.6.2 Interruption of Service. If required by Good Utility Practice or Applicable
Reliability Standards to do so, the NYISO or Connecting Transmission Owner
may require Developer to interrupt or reduce production of electricity if such
production of electricity could adversely affect the ability of NYISO and
Connecting Transmission Owner to perform such activities as are necessary to
safely and reliably operate and maintain the New York State Transmission

Fourth Revised Service Agreement No. 1144

System. The following provisions shall apply to any interruption or reduction
permitted under this Article 9.6.2:

9.6.2.1 The interruption or reduction shall continue only for so long as

reasonably necessary under Good Utility Practice;

9.6.2.2 Any such interruption or reduction shall be made on an equitable, non-
discriminatory basis with respect to all generating facilities directly
connected to the New York State Transmission System;

9.6.2.3 When the interruption or reduction must be made under circumstances
which do not allow for advance notice, NYISO or Connecting
Transmission Owner shall notify Developer by telephone as soon as
practicable of the reasons for the curtailment, interruption, or

reduction, and, if known, its expected duration. Telephone notification
shall be followed by written notification as soon as practicable;

9.6.2.4 Except during the existence of an Emergency State, when the
interruption or reduction can be scheduled without advance notice,
NYISO or Connecting Transmission Owner shall notify Developer in
advance regarding the timing of such scheduling and further notify
Developer of the expected duration. NYISO or Connecting
Transmission Owner shall coordinate with each other and the
Developer using Good Utility Practice to schedule the interruption or
reduction during periods of least impact to the Developer, the
Connecting Transmission Owner and the New York State
Transmission System;

9.6.2.5 The Parties shall cooperate and coordinate with each other to the
extent necessary in order to restore the Large Generating Facility,
Attachment Facilities, and the New York State Transmission System
to their normal operating state, consistent with system conditions and
Good Utility Practice.

9.6.3 Ride Through Capability and Performance. The New York State
Transmission System is designed to automatically activate a load-shed program as
required by the Applicable Reliability Councils in the event of an under-
frequency system disturbance. Developer shall implement under-frequency and
over-frequency relay set points for the Large Generating Facility as required by
the Applicable Reliability Councils to ensure frequency “ride through” capability
of the New York State Transmission System. Large Generating Facility response
to frequency deviations of predetermined magnitudes, both under-frequency and
over-frequency deviations, shall be studied and coordinated with the NYISO and

Fourth Revised Service Agreement No. 1144

Connecting Transmission Owner in accordance with Good Utility Practice.
Developer shall also implement under voltage and over voltage relay set points, or
equivalent electronic controls, as required by the Applicable Reliability Councils
to ensure voltage “ride through” capability of the New York State Transmission
System. The term “ride through” as used herein shall mean the ability of a
Generating Facility to stay connected to and synchronized with the New York
State Transmission System during system disturbances within a range of under-
frequency, over-frequency, under-voltage, and over-voltage conditions, in
accordance with Good Utility Practice and consistent with any standards and
guidelines that are applied to other Generating Facilities in the Balancing
Authority Area on a comparable basis unless the Transmission Owner in whose
Transmission District the Large Generating Facility interconnects has established
different requirements that apply on a comparable basis in accordance with Good
Utility Practice. For abnormal frequency conditions and voltage conditions within
the “no trip zone” as that term is defined by ERO Reliability Standard PRC-024-
3, any successor mandatory ride through ERO reliability standards, or any more
stringent NPCC or NYSRC requirements applicable to Generating Facilities in the
Balancing Authority Area on a comparable basis, the non-synchronous Generating Facility must ensure that, within any physical limitations of the
Generating Facility, its control and protection settings are configured or set to (1)
continue active power production during disturbance and post disturbance periods
at pre-disturbance levels, unless reactive power priority mode is enabled or unless
providing primary frequency response or fast frequency response; (2) minimize
reductions in active power and remain within dynamic voltage and current limits,
if reactive power priority mode is enabled, unless providing primary frequency
response or fast frequency response; (3) not artificially limit dynamic reactive
power capability during disturbances; and (4) return to pre-disturbance active
power levels without artificial ramp rate limits if active power is reduced, unless
providing primary frequency response or fast frequency response.

9.6.4 System Protection and Other Control Requirements.

9.6.4.1 System Protection Facilities. Developer shall, at its expense, install,
operate and maintain System Protection Facilities as a part of the
Large Generating Facility or Developer’s Attachment Facilities.
Connecting Transmission Owner shall install at Developer’s expense
any System Protection Facilities that may be required on the

Connecting Transmission Owner’s Attachment Facilities or the New
York State Transmission System as a result of the interconnection of
the Large Generating Facility and Developer’s Attachment Facilities.

9.6.4.2 The protection facilities of both the Developer and Connecting

Transmission Owner shall be designed and coordinated with other

Fourth Revised Service Agreement No. 1144

systems in accordance with Good Utility Practice and Applicable
Reliability Standards.

9.6.4.3 The Developer and Connecting Transmission Owner shall each be
responsible for protection of its respective facilities consistent with
Good Utility Practice and Applicable Reliability Standards.

9.6.4.4 The protective relay design of the Developer and Connecting
Transmission Owner shall each incorporate the necessary test switches
to perform the tests required in Article 6 of this Agreement. The
required test switches will be placed such that they allow operation of
lockout relays while preventing breaker failure schemes from
operating and causing unnecessary breaker operations and/or the
tripping of the Developer’s Large Generating Facility.

9.6.4.5 The Developer and Connecting Transmission Owner will each test,
operate and maintain System Protection Facilities in accordance with
Good Utility Practice, ERO and NPCC criteria.

9.6.4.6 Prior to the In-Service Date, and again prior to the Commercial
Operation Date, the Developer and Connecting Transmission Owner
shall each perform, or their agents shall perform, a complete
calibration test and functional trip test of the System Protection
Facilities. At intervals suggested by Good Utility Practice and
following any apparent malfunction of the System Protection
Facilities, the Developer and Connecting Transmission Owner shall
each perform both calibration and functional trip tests of its System
Protection Facilities. These tests do not require the tripping of any in-
service generation unit. These tests do, however, require that all
protective relays and lockout contacts be activated.

9.6.5 Requirements for Protection. In compliance with NPCC requirements and
Good Utility Practice, Developer shall provide, install, own, and maintain relays,
circuit breakers and all other devices necessary to remove any fault contribution
of the Large Generating Facility to any short circuit occurring on the New York
State Transmission System not otherwise isolated by Connecting Transmission
Owner’s equipment, such that the removal of the fault contribution shall be
coordinated with the protective requirements of the New York State Transmission
System. Such protective equipment shall include, without limitation, a

disconnecting device or switch with load-interrupting capability located between
the Large Generating Facility and the New York State Transmission System at a
site selected upon mutual agreement (not to be unreasonably withheld, conditioned or delayed) of the Developer and Connecting Transmission Owner.
Developer shall be responsible for protection of the Large Generating Facility and

Fourth Revised Service Agreement No. 1144

Developer’s other equipment from such conditions as negative sequence currents,
over- or under-frequency, sudden load rejection, over- or under-voltage, and
generator loss-of-field. Developer shall be solely responsible to disconnect the
Large Generating Facility and Developer’s other equipment if conditions on the
New York State Transmission System could adversely affect the Large
Generating Facility.

9.6.6 Power Quality. Neither the facilities of Developer nor the facilities of
Connecting Transmission Owner shall cause excessive voltage flicker nor
introduce excessive distortion to the sinusoidal voltage or current waves as
defined by ANSI Standard C84.1-1989, in accordance with IEEE Standard 519, or
any applicable superseding electric industry standard. In the event of a conflict
between ANSI Standard C84.1-1989, or any applicable superseding electric
industry standard, ANSI Standard C84.1-1989, or the applicable superseding
electric industry standard, shall control.

9.7 Switching and Tagging Rules. The Developer and Connecting Transmission Owner
shall each provide the other Party a copy of its switching and tagging rules that are
applicable to the other Party’s activities. Such switching and tagging rules shall be
developed on a nondiscriminatory basis. The Parties shall comply with applicable
switching and tagging rules, as amended from time to time, in obtaining clearances for
work or for switching operations on equipment.

9.8 Use of Attachment Facilities by Third Parties.

9.8.1 Purpose of Attachment Facilities. Except as may be required by Applicable
Laws and Regulations, or as otherwise agreed to among the Parties, the
Attachment Facilities shall be constructed for the sole purpose of interconnecting
the Large Generating Facility to the New York State Transmission System and
shall be used for no other purpose.

9.8.2 Third Party Users. If required by Applicable Laws and Regulations or if the
Parties mutually agree, such agreement not to be unreasonably withheld, to allow
one or more third parties to use the Connecting Transmission Owner’s
Attachment Facilities, or any part thereof, Developer will be entitled to
compensation for the capital expenses it incurred in connection with the
Attachment Facilities based upon the pro rata use of the Attachment Facilities by
Connecting Transmission Owner, all third party users, and Developer, in
accordance with Applicable Laws and Regulations or upon some other mutually-
agreed upon methodology. In addition, cost responsibility for ongoing costs,
including operation and maintenance costs associated with the Attachment
Facilities, will be allocated between Developer and any third party users based
upon the pro rata use of the Attachment Facilities by Connecting Transmission
Owner, all third party users, and Developer, in accordance with Applicable Laws

Fourth Revised Service Agreement No. 1144

and Regulations or upon some other mutually agreed upon methodology. If the
issue of such compensation or allocation cannot be resolved through such
negotiations, it shall be submitted to FERC for resolution.

9.9 Disturbance Analysis Data Exchange. The Parties will cooperate with one another and
the NYISO in the analysis of disturbances to either the Large Generating Facility or the
New York State Transmission System by gathering and providing access to any
information relating to any disturbance, including information from disturbance recording
equipment, protective relay targets, breaker operations and sequence of events records,
and any disturbance information required by Good Utility Practice.

9.10 Phasor Measurement Units. A Developer shall install and maintain, at its expense,
phasor measurement units (“PMUs”) if it meets the following criteria: (1) completed a
Class Year after Class Year 2017; and (2) proposes a new Large Facility that either (a)
has a maximum net output equal to or greater than 100 MW or (b) requires, as

Attachment Facilities or System Upgrade Facilities, a new substation of 230kV or above.

PMUs shall be installed on the Large Facility on the low side of the generator step-up
transformer, unless it is a non-synchronous generation facility, in which case the PMUs
shall be installed on the Developer side of the Point of Interconnection. The PMUs must
be capable of performing phasor measurements at a minimum of 60 samples per second
which are synchronized via a high-accuracy satellite clock. To the extent Developer
installs similar quality equipment, such as relays or digital fault recorders, that can collect
data at least at the same rate as PMUs and which data is synchronized via a high-accuracy
satellite clock, such equipment would satisfy this requirement.

Developer shall be required to install and maintain, at its expense, PMU equipment which
includes the communication circuit capable of carrying the PMU data to a local data
concentrator, and then transporting the information continuously to the Connecting
Transmission Owner and the NYISO; as well as store the PMU data locally for thirty (30)
Calendar Days. Developer shall provide to Connecting Transmission Owner and the
NYISO all necessary and requested information through the Connecting Transmission
Owner’s and the NYISO’s synchrophasor system, including the following: (a) gross MW
and MVAR measured at the Developer side of the generator step-up transformer (or, for a
non-synchronous generation facility, to be measured at the Developer side of the Point of
Interconnection); (b) generator terminal voltage and current magnitudes and angles; (c)
generator terminal frequency and frequency rate of change; and (d) generator field
voltage and current, where available; and (e) breaker status, if available. The Connecting
Transmission Owner will provide for the ongoing support and maintenance of the
network communications linking the data concentrator to the Connecting Transmission
Owner and the NYISO, consistent with ISO Procedures detailing the obligations related
to SCADA data.

Fourth Revised Service Agreement No. 1144

ARTICLE 10. MAINTENANCE

10.1 Connecting Transmission Owner Obligations. Connecting Transmission Owner shall
maintain its transmission facilities and Attachment Facilities in a safe and reliable manner
and in accordance with this Agreement.

10.2 Developer Obligations. Developer shall maintain its Large Generating Facility and
Attachment Facilities in a safe and reliable manner and in accordance with this
Agreement.

10.3 Coordination. The Developer and Connecting Transmission Owner shall confer
regularly to coordinate the planning, scheduling and performance of preventive and
corrective maintenance on the Large Generating Facility and the Attachment Facilities.
The Developer and Connecting Transmission Owner shall keep NYISO fully informed of
the preventive and corrective maintenance that is planned, and shall schedule all such
maintenance in accordance with NYISO procedures.

10.4 Secondary Systems. The Developer and Connecting Transmission Owner shall each
cooperate with the other in the inspection, maintenance, and testing of control or power
circuits that operate below 600 volts, AC or DC, including, but not limited to, any
hardware, control or protective devices, cables, conductors, electric raceways, secondary
equipment panels, transducers, batteries, chargers, and voltage and current transformers
that directly affect the operation of Developer or Connecting Transmission Owner’s
facilities and equipment which may reasonably be expected to impact the other Party.
The Developer and Connecting Transmission Owner shall each provide advance notice to
the other Party, and to NYISO, before undertaking any work on such circuits, especially
on electrical circuits involving circuit breaker trip and close contacts, current
transformers, or potential transformers.

10.5 Operating and Maintenance Expenses. Subject to the provisions herein addressing the
use of facilities by others, and except for operations and maintenance expenses associated
with modifications made for providing interconnection or transmission service to a third
party and such third party pays for such expenses, Developer shall be responsible for all
reasonable expenses including overheads, associated with: (1) owning, operating,
maintaining, repairing, and replacing Developer’s Attachment Facilities; and (2)
operation, maintenance, repair and replacement of Connecting Transmission Owner’s
Attachment Facilities. The Connecting Transmission Owner shall be entitled to the
recovery of incremental operating and maintenance expenses that it incurs associated
with System Upgrade Facilities and System Deliverability Upgrades if and to the extent
provided for under Attachment S to the ISO OATT.

Fourth Revised Service Agreement No. 1144

ARTICLE 11. PERFORMANCE OBLIGATION

11.1 Developer’s Attachment Facilities. Developer shall design, procure, construct, install,
own and/or control the Developer’s Attachment Facilities described in Appendix A
hereto, at its sole expense.

11.2 Connecting Transmission Owner’s Attachment Facilities. Connecting Transmission
Owner shall design, procure, construct, install, own and/or control the Connecting
Transmission Owner’s Attachment Facilities described in Appendix A hereto, at the sole
expense of the Developer.

11.3 System Upgrade Facilities and System Deliverability Upgrades. Connecting
Transmission Owner shall design, procure, construct, install, and own the System
Upgrade Facilities and System Deliverability Upgrades described in Appendix A hereto.
The responsibility of the Developer for costs related to System Upgrade Facilities and
System Deliverability Upgrades shall be determined in accordance with the provisions of
Attachment S to the ISO OATT.

11.4 Special Provisions for Affected Systems. For the re-payment of amounts advanced to
Affected System Operator for System Upgrade Facilities or System Deliverability
Upgrades, the Developer and Affected System Operator shall enter into an agreement that
provides for such re-payment, but only if responsibility for the cost of such System
Upgrade Facilities or System Deliverability Upgrades is not to be allocated in accordance
with Attachment S to the ISO OATT. The agreement shall specify the terms governing
payments to be made by the Developer to the Affected System Operator as well as the re-
payment by the Affected System Operator.

11.5 Provision of Security. At least thirty (30) Calendar Days prior to the commencement of
the procurement, installation, or construction of a discrete portion of a Connecting
Transmission Owner’s Attachment Facilities, Developer shall provide Connecting
Transmission Owner, at Developer’s option, a guarantee, a surety bond, letter of credit or
other form of security that is reasonably acceptable to Connecting Transmission Owner
and is consistent with the Uniform Commercial Code of the jurisdiction identified in
Article 14.2.1 of this Agreement. Such security for payment shall be in an amount
sufficient to cover the cost for the Developer’s share of constructing, procuring and
installing the applicable portion of Connecting Transmission Owner’s Attachment
Facilities, and shall be reduced on a dollar-for-dollar basis for payments made to
Connecting Transmission Owner for these purposes.

In addition:

11.5.1 The guarantee must be made by an entity that meets the commercially reasonable

creditworthiness requirements of Connecting Transmission Owner, and contains

Fourth Revised Service Agreement No. 1144

terms and conditions that guarantee payment of any amount that may be due from
Developer, up to an agreed-to maximum amount.

11.5.2 The letter of credit must be issued by a financial institution reasonably acceptable

to Connecting Transmission Owner and must specify a reasonable expiration date.

11.5.3 The surety bond must be issued by an insurer reasonably acceptable to

Connecting Transmission Owner and must specify a reasonable expiration date.

11.5.4 Attachment S to the ISO OATT shall govern the Security that Developer provides

for System Upgrade Facilities and System Deliverability Upgrades.

11.6 Developer Compensation for Emergency Services. If, during an Emergency State, the
Developer provides services at the request or direction of the NYISO or Connecting
Transmission Owner, the Developer will be compensated for such services in accordance
with the NYISO Services Tariff.

11.7 Line Outage Costs. Notwithstanding anything in the ISO OATT to the contrary, the
Connecting Transmission Owner may propose to recover line outage costs associated
with the installation of Connecting Transmission Owner’s Attachment Facilities or
System Upgrade Facilities or System Deliverability Upgrades on a case-by-case basis.

ARTICLE 12. INVOICE

12.1 General. The Developer and Connecting Transmission Owner shall each submit to the
other Party, on a monthly basis, invoices of amounts due for the preceding month. Each
invoice shall state the month to which the invoice applies and fully describe the services
and equipment provided. The Developer and Connecting Transmission Owner may
discharge mutual debts and payment obligations due and owing to each other on the same
date through netting, in which case all amounts one Party owes to the other Party under
this Agreement, including interest payments or credits, shall be netted so that only the net
amount remaining due shall be paid by the owing Party.

12.2 Final Invoice. Within six months after completion of the construction of the Connecting
Transmission Owner’s Attachment Facilities and the System Upgrade Facilities and
system Deliverability Upgrades, Connecting Transmission Owner shall provide an
invoice of the final cost of the construction of the Connecting Transmission Owner’s
Attachment Facilities and the System Upgrade Facilities and System Deliverability
Upgrades, determined in accordance with Attachment S to the ISO OATT, and shall set
forth such costs in sufficient detail to enable Developer to compare the actual costs with
the estimates and to ascertain deviations, if any, from the cost estimates. Connecting
Transmission Owner shall refund to Developer any amount by which the actual payment

Fourth Revised Service Agreement No. 1144

by Developer for estimated costs exceeds the actual costs of construction within thirty
(30) Calendar Days of the issuance of such final construction invoice.

12.3 Payment. Invoices shall be rendered to the paying Party at the address specified in
Appendix F hereto. 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 will not constitute a waiver of
any rights or claims the paying Party may have under this Agreement.

12.4 Disputes. In the event of a billing dispute between Connecting Transmission Owner and
Developer, Connecting Transmission Owner shall continue to perform under this
Agreement as long as Developer: (i) continues to make all payments not in dispute; and
(ii) pays to Connecting Transmission Owner or into an independent escrow account the
portion of the invoice in dispute, pending resolution of such dispute. If Developer fails to
meet these two requirements for continuation of service, then Connecting Transmission
Owner may provide notice to Developer of a Default pursuant to Article 17. Within
thirty (30) Calendar Days after the resolution of the dispute, the Party that owes money to
the other Party shall pay the amount due with interest calculated in accord with the
methodology set forth in FERC’s Regulations at 18 C.F.R. § 35.19a(a)(2)(iii).

ARTICLE 13. EMERGENCIES

13.1 Obligations. Each Party shall comply with the Emergency State procedures of NYISO,
the Applicable Reliability Councils, Applicable Laws and Regulations, and any
emergency procedures agreed to by the NYISO Operating Committee.

13.2 Notice. NYISO or, as applicable, Connecting Transmission Owner shall notify
Developer promptly when it becomes aware of an Emergency State that affects the
Connecting Transmission Owner’s Attachment Facilities or the New York State
Transmission System that may reasonably be expected to affect Developer’s operation of
the Large Generating Facility or the Developer’s Attachment Facilities. Developer shall
notify NYISO and Connecting Transmission Owner promptly when it becomes aware of
an Emergency State that affects the Large Generating Facility or the Developer’s
Attachment Facilities that may reasonably be expected to affect the New York State
Transmission System or the Connecting Transmission Owner’s Attachment Facilities.
To the extent information is known, the notification shall describe the Emergency State,
the extent of the damage or deficiency, the expected effect on the operation of
Developer’s or Connecting Transmission Owner’s facilities and operations, its
anticipated duration and the corrective action taken and/or to be taken. The initial notice
shall be followed as soon as practicable with written notice.

Fourth Revised Service Agreement No. 1144

13.3 Immediate Action. Unless, in Developer’s reasonable judgment, immediate action is
required, Developer shall obtain the consent of Connecting Transmission Owner, such
consent to not be unreasonably withheld, prior to performing any manual switching
operations at the Large Generating Facility or the Developer’s Attachment Facilities in
response to an Emergency State either declared by NYISO, Connecting Transmission
Owner or otherwise regarding New York State Transmission System.

13.4 NYISO and Connecting Transmission Owner Authority.

13.4.1 General. NYISO or Connecting Transmission Owner may take whatever actions
with regard to the New York State Transmission System or the Connecting
Transmission Owner’s Attachment Facilities it deems necessary during an
Emergency State in order to (i) preserve public health and safety, (ii) preserve the
reliability of the New York State Transmission System or the Connecting
Transmission Owner’s Attachment Facilities, (iii) limit or prevent damage, and
(iv) expedite restoration of service.

NYISO and Connecting Transmission Owner shall use Reasonable Efforts
to minimize the effect of such actions or inactions on the Large Generating
Facility or the Developer’s Attachment Facilities. NYISO or Connecting
Transmission Owner may, on the basis of technical considerations, require
the Large Generating Facility to mitigate an Emergency State by taking
actions necessary and limited in scope to remedy the Emergency State,
including, but not limited to, directing Developer to shut-down, start-up,
increase or decrease the real or reactive power output of the Large
Generating Facility; implementing a reduction or disconnection pursuant
to Article 13.4.2; directing the Developer to assist with blackstart (if
available) or restoration efforts; or altering the outage schedules of the
Large Generating Facility and the Developer’s Attachment Facilities.
Developer shall comply with all of the NYISO and Connecting Transmission Owner’s operating instructions concerning Large Generating
Facility real power and reactive power output within the manufacturer’s
design limitations of the Large Generating Facility’s equipment that is in
service and physically available for operation at the time, in compliance
with Applicable Laws and Regulations.

13.4.2 Reduction and Disconnection. NYISO or Connecting Transmission Owner may
reduce Network Access Interconnection Service or disconnect the Large
Generating Facility or the Developer’s Attachment Facilities, when such
reduction or disconnection is necessary under Good Utility Practice due to an
Emergency State. These rights are separate and distinct from any right of
Curtailment of ISO pursuant to the NYISO OATT. When NYISO or Connecting
Transmission Owner can schedule the reduction or disconnection in advance,
NYISO or Connecting Transmission Owner shall notify Developer of the reasons,

Fourth Revised Service Agreement No. 1144

timing and expected duration of the reduction or disconnection. NYISO or
Transmission Owner shall coordinate with the Developer using Good Utility
Practice to schedule the reduction or disconnection during periods of least impact
to the Developer and the New York State Transmission System. Any reduction or
disconnection shall continue only for so long as reasonably necessary under Good
Utility Practice. The Parties shall cooperate with each other to restore the Large
Generating Facility, the Attachment Facilities, and the New York State
Transmission System to their normal operating state as soon as practicable
consistent with Good Utility Practice.

13.5 Developer Authority. Consistent with Good Utility Practice and this Agreement, the
Developer may take whatever actions or inactions with regard to the Large Generating
Facility or the Developer’s Attachment Facilities during an Emergency State in order to
(i) preserve public health and safety, (ii) preserve the reliability of the Large Generating
Facility or the Developer’s Attachment Facilities, (iii) limit or prevent damage, and (iv)
expedite restoration of service. Developer shall use Reasonable Efforts to minimize the
effect of such actions or inactions on the New York State Transmission System and the
Connecting Transmission Owner’s Attachment Facilities. NYISO and Connecting
Transmission Owner shall use Reasonable Efforts to assist Developer in such actions.

13.6 Limited Liability. Except as otherwise provided in Article 11.6 of this Agreement, no
Party shall be liable to another Party for any action it takes in responding to an
Emergency State so long as such action is made in good faith and is consistent with Good
Utility Practice and the NYISO Tariffs.

ARTICLE 14. REGULATORY REQUIREMENTS AND GOVERNING LAW

14.1 Regulatory Requirements. Each Party’s obligations under this Agreement shall be
subject to its receipt of any required approval or certificate from one or more
Governmental Authorities in the form and substance satisfactory to the applying Party, or
the Party making any required filings with, or providing notice to, such Governmental
Authorities, and the expiration of any time period associated therewith. Each Party shall
in good faith seek and use its Reasonable Efforts to obtain such other approvals. Nothing
in this Agreement shall require Developer to take any action that could result in its
inability to obtain, or its loss of, status or exemption under the Federal Power Act or the
Public Utility Holding Company Act of 2005 or the Public Utility Regulatory Policies
Act of 1978, as amended.

14.2 Governing Law.

Fourth Revised Service Agreement No. 1144

14.2.1 The validity, interpretation and performance of this Agreement and each of its
provisions shall be governed by the laws of the state of New York, without regard
to its conflicts of law principles.

14.2.2 This Agreement is subject to all Applicable Laws and Regulations.

14.2.3 Each Party expressly reserves the right to seek changes in, appeal, or otherwise

contest any laws, orders, rules, or regulations of a Governmental Authority.

ARTICLE 15. NOTICES

15.1 General. Unless otherwise provided in this Agreement, any notice, demand or request
required or permitted to be given by a Party to the other Parties and any instrument
required or permitted to be tendered or delivered by a Party in writing to the other Parties
shall be effective when delivered and may be so given, tendered or delivered, by
recognized national courier, or by depositing the same with the United States Postal
Service with postage prepaid, for delivery by certified or registered mail, addressed to the
Party, or personally delivered to the Party, at the address set out in Appendix F hereto.

A Party may change the notice information in this Agreement by giving five (5) Business
Days written notice prior to the effective date of the change.

15.2 Billings and Payments. Billings and payments shall be sent to the addresses set out in

Appendix F hereto.

15.3 Alternative Forms of Notice. Any notice or request required or permitted to be given by
a Party to the other Parties and not required by this Agreement to be given in writing may
be so given by telephone, facsimile or email to the telephone numbers and email
addresses set out in Appendix F hereto.

15.4 Operations and Maintenance Notice. Developer and Connecting Transmission Owner
shall each notify the other Party, and NYISO, in writing of the identity of the person(s)
that it designates as the point(s) of contact with respect to the implementation of Articles
9 and 10 of this Agreement.

ARTICLE 16. FORCE MAJEURE

16.1 Economic hardship is not considered a Force Majeure event.

16.2 A Party shall not be responsible or liable, or deemed, in Default with respect to any
obligation hereunder, (including obligations under Article 4 of this Agreement), other

Fourth Revised Service Agreement No. 1144

than the obligation to pay money when due, to the extent the Party is prevented from
fulfilling such obligation by Force Majeure. A Party unable to fulfill any obligation
hereunder (other than an obligation to pay money when due) by reason of Force Majeure
shall give notice and the full particulars of such Force Majeure to the other Parties in
writing or by telephone as soon as reasonably possible after the occurrence of the cause
relied upon. Telephone notices given pursuant to this Article shall be confirmed in
writing as soon as reasonably possible and shall specifically state full particulars of the
Force Majeure, the time and date when the Force Majeure occurred and when the Force
Majeure is reasonably expected to cease. The Party affected shall exercise due diligence
to remove such disability with reasonable dispatch, but shall not be required to accede or
agree to any provision not satisfactory to it in order to settle and terminate a strike or
other labor disturbance.

ARTICLE 17. DEFAULT

17.1 General. No Breach shall exist where such failure to discharge an obligation (other than
the payment of money) is the result of Force Majeure as defined in this Agreement or the
result of an act or omission of the other Parties. Upon a Breach, the non-Breaching
Parties shall give written notice of such to the Breaching Party. The Breaching Party
shall have thirty (30) Calendar Days from receipt of the Breach notice within which to
cure such Breach; provided however, if such Breach is not capable of cure within thirty
(30) Calendar Days, the Breaching Party shall commence such cure within thirty (30)
Calendar Days after notice and continuously and diligently complete such cure within
ninety (90) Calendar Days from receipt of the Breach notice; and, if cured within such
time, the Breach specified in such notice shall cease to exist

17.2 Right to Terminate. If a Breach is not cured as provided in this Article 17, or if a
Breach is not capable of being cured within the period provided for herein, the non-
Breaching Parties acting together shall thereafter have the right to declare a Default and
terminate this Agreement by written notice at any time until cure occurs, and be relieved
of any further obligation hereunder and, whether or not those Parties terminate this
Agreement, to recover from the defaulting Party all amounts due hereunder, plus all other
damages and remedies to which they are entitled at law or in equity. The provisions of
this Article will survive termination of this Agreement.

ARTICLE 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE

18.1 Indemnity. Each Party (the “Indemnifying Party”) shall at all times indemnify, defend,
and save harmless, as applicable, the other Parties (each an “Indemnified Party”) from,
any and all damages, losses, claims, including claims and actions relating to injury to or
death of any person or damage to property, the alleged violation of any Environmental
Law, or the release or threatened release of any Hazardous Substance, demand, suits,
recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or
to third parties (any and all of these a “Loss”), arising out of or resulting from (i) the

Fourth Revised Service Agreement No. 1144

Indemnified Party’s performance of its obligations under this Agreement on behalf of the
Indemnifying Party, except in cases where the Indemnifying Party can demonstrate that
the Loss of the Indemnified Party was caused by the gross negligence or intentional
wrongdoing of the Indemnified Party or (ii) the violation by the Indemnifying Party of
any Environmental Law or the release by the Indemnifying Party of any Hazardous
Substance.

18.1.1 Indemnified Party. If a Party is entitled to indemnification under this Article 18
as a result of a claim by a third party, and the Indemnifying Party fails, after
notice and reasonable opportunity to proceed under Article 18.1.3, to assume the
defense of such claim, such Indemnified Party may at the expense of the
Indemnifying Party contest, settle or consent to the entry of any judgment with
respect to, or pay in full, such claim.

18.1.2 Indemnifying Party. If an Indemnifying Party is obligated to indemnify and
hold any Indemnified Party harmless under this Article 18, the amount owing to
the Indemnified Party shall be the amount of such Indemnified Party’s actual
Loss, net of any insurance or other recovery.

18.1.3 Indemnity Procedures. Promptly after receipt by an Indemnified Party of any
claim or notice of the commencement of any action or administrative or legal
proceeding or investigation as to which the indemnity provided for in Article 18.1
may apply, the Indemnified Party shall notify the Indemnifying Party of such fact.
Any failure of or delay in such notification shall not affect a Party’s
indemnification obligation unless such failure or delay is materially prejudicial to
the Indemnifying Party.

Except as stated below, the Indemnifying Party shall have the right to assume the
defense thereof with counsel designated by such Indemnifying Party and
reasonably satisfactory to the Indemnified Party. If the defendants in any such
action include one or more Indemnified Parties and the Indemnifying Party and if
the Indemnified Party reasonably concludes that there may be legal defenses
available to it and/or other Indemnified Parties which are different from or
additional to those available to the Indemnifying Party, the Indemnified Party
shall have the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on its own behalf. In such
instances, the Indemnifying Party shall only be required to pay the fees and
expenses of one additional attorney to represent an Indemnified Party or
Indemnified Parties having such differing or additional legal defenses.

The Indemnified Party shall be entitled, at its expense, to participate in any such
action, suit or proceeding, the defense of which has been assumed by the
Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i)
shall not be entitled to assume and control the defense of any such action, suit or

Fourth Revised Service Agreement No. 1144

proceedings if and to the extent that, in the opinion of the Indemnified Party and
its counsel, such action, suit or proceeding involves the potential imposition of
criminal liability on the Indemnified Party, or there exists a conflict or adversity
of interest between the Indemnified Party and the Indemnifying Party, in such
event the Indemnifying Party shall pay the reasonable expenses of the
Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment
in any action, suit or proceeding without the consent of the Indemnified Party,
which shall not be unreasonably withheld, conditioned or delayed.

18.2 No Consequential Damages. Other than the liquidated damages heretofore described
and the indemnity obligations set forth in Article 18.1, in no event shall any Party be
liable under any provision of this Agreement for any losses, damages, costs or expenses
for any special, indirect, incidental, consequential, or punitive damages, including but not
limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of
temporary equipment or services, whether based in whole or in part in contract, in tort,
including negligence, strict liability, or any other theory of liability; provided, however,
that damages for which a Party may be liable to another Party under separate agreement
will not be considered to be special, indirect, incidental, or consequential damages
hereunder.

18.3 Insurance. Developer and Connecting Transmission Owner shall each, at its own
expense, procure and maintain in force throughout the period of this Agreement and until
released by the other Parties, the following minimum insurance coverages, with insurance
companies licensed to write insurance or approved eligible surplus lines carriers in the
state of New York with a minimum A.M. Best rating of A or better for financial strength,
and A.M. Best financial size category of VIII or better:

18.3.1 Employers’ Liability and Workers’ Compensation Insurance providing statutory

benefits in accordance with the laws and regulations of New York State.

18.3.2 Commercial General Liability (“CGL”) Insurance including premises and
operations, personal injury, broad form property damage, broad form blanket
contractual liability coverage products and completed operations coverage,
coverage for explosion, collapse and underground hazards, independent
contractors coverage, coverage for pollution to the extent normally available and
punitive damages to the extent normally available using Insurance Services
Office, Inc. Commercial General Liability Coverage (“ISO CG”) Form CG 00 01
04 13 or a form equivalent to or better than CG 00 01 04 13, with minimum limits
of Two Million Dollars ($2,000,000) per occurrence and Two Million Dollars
($2,000,000) aggregate combined single limit for personal injury, bodily injury,
including death and property damage.

18.3.3 Comprehensive Automobile Liability Insurance for coverage of owned and non-

owned and hired vehicles, trailers or semi-trailers designed for travel on public

Fourth Revised Service Agreement No. 1144

roads, with a minimum, combined single limit of One Million
Dollars($1,000,000) per occurrence for bodily injury, including death, and
property damage.

18.3.4 If applicable, Commercial General Liability and Comprehensive Automobile
Liability Insurance policies should include contractual liability for work in
connection with construction or demolition work on or within 50 feet of a
railroad, or separate Railroad Protective Liability Policy should be provided.

18.3.5 Excess Liability Insurance over and above the Employers’ Liability Commercial
General Liability and Comprehensive Automobile Liability Insurance coverages,
with a minimum combined single limit of Twenty Million Dollars ($20,000,000)
per occurrence and Twenty Million Dollars ($20,000,000) aggregate.

The Excess policies should contain the same extensions listed under the Primary policies.

18.3.6 Commercial General Liability Insurance, Comprehensive Automobile Insurance

and Excess Liability Insurance policies of Developer and Connecting Transmission Owner shall name the other Party, its parent, associated and
Affiliate companies and their respective directors, officers, agents, servants and
employees (“Other Party Group”) as additional insureds using ISO CG
Endorsements: CG 20 33 04 13, and CG 20 37 04 13 or CG 20 10 04 13 and CG
20 37 04 13 or equivalent to or better forms. All policies shall contain provisions
whereby the insurers waive all rights of subrogation in accordance with the
provisions of this Agreement against the Other Party Group and provide thirty
(30) Calendar days advance written notice to the Other Party Group prior to
anniversary date of cancellation or any material change in coverage or condition.

18.3.7 The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance and Excess Liability Insurance policies shall contain
provisions that specify that the policies are primary and non-contributory.
Developer and Connecting Transmission Owner shall each be responsible for its
respective deductibles or retentions.

18.3.8 The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance and Excess Liability Insurance policies, if written on a Claims
First Made Basis, shall be maintained in full force and effect for at least three (3)
years after termination of this Agreement, which coverage may be in the form of
tail coverage or extended reporting period coverage if agreed by the Developer
and Connecting Transmission Owner.

18.3.9 If applicable, Pollution Liability Insurance in an amount no less than $7,500,000

per occurrence and $7,500,000 in the aggregate. The policy will provide coverage

Fourth Revised Service Agreement No. 1144

for claims resulting from pollution or other environmental impairment arising out
of or in connection with work performed on the premises by the other party, its
contractors and/or subcontractors. Such insurance is to include coverage for, but
not be limited to, cleanup, third party bodily injury and property damage and
remediation and will be written on an occurrence basis. The policy shall name the
Other Party Group as additional insureds, be primary and contain a waiver of
subrogation.

18.3.10 The requirements contained herein as to the types and limits of all insurance to be
maintained by the Developer and Connecting Transmission Owner are not
intended to and shall not in any manner, limit or qualify the liabilities and
obligations assumed by those Parties under this Agreement.

18.3.11 Within ten (10) days following execution of this Agreement, and as soon as
practicable after the end of each fiscal year or at the renewal of the insurance
policy and in any event within ninety (90) Calendar Days thereafter, Developer
and Connecting Transmission Owner shall provide certificate of insurance for all
insurance required in this Agreement, executed by each insurer or by an
authorized representative of each insurer.

18.3.12 Notwithstanding the foregoing, Developer and Connecting Transmission Owner
may each self-insure to meet the minimum insurance requirements of Articles
18.3.1 through 18.3.9 to the extent it maintains a self-insurance program;
provided that, such Party’s senior debt is rated at investment grade, or better, by
Standard & Poor’s and that its self-insurance program meets the minimum
insurance requirements of Articles 18.3.1through 18.3.9. In the event that a
Party is permitted to self-insure pursuant to this Article 18.3.12, it shall notify
the other Party that it meets the requirements to self-insure and that its self-
insurance program meets the minimum insurance requirements in a manner
consistent with that specified in Articles 18.3.1 through 18.3.9 and provide
evidence of such coverages. For any period of time that a Party’s senior debt is
unrated by Standard & Poor’s or is rated at less than investment grade by
Standard & Poor’s, such Party shall comply with the insurance requirements
applicable to it under Articles 18.3.1 through 18.3.9.

18.3.13 Developer and Connecting Transmission Owner agree to report to each other in
writing as soon as practical all accidents or occurrences resulting in injuries to
any person, including death, and any property damage arising out of this
Agreement.

18.3.14 Subcontractors of each party must maintain the same insurance requirements

stated under Articles 18.3.1 through 18.3.9 and comply with the Additional

Fourth Revised Service Agreement No. 1144

Insured requirements herein. In addition, their policies must state that they are
primary and noncontributory and contain a waiver of subrogation.

ARTICLE 19. ASSIGNMENT

This Agreement may be assigned by a Party only with the written consent of the other
Parties; provided that a Party may assign this Agreement without the consent of the other
Parties to any Affiliate of the assigning Party with an equal or greater credit rating and
with the legal authority and operational ability to satisfy the obligations of the assigning
Party under this Agreement; provided further that a Party may assign this Agreement
without the consent of the other Parties in connection with the sale, merger, restructuring,
or transfer of a substantial portion or all of its assets, including the Attachment Facilities
it owns, so long as the assignee in such a transaction directly assumes in writing all
rights, duties and obligations arising under this Agreement; and provided further that the
Developer shall have the right to assign this Agreement, without the consent of the
NYISO or Connecting Transmission Owner, for collateral security purposes to aid in
providing financing for the Large Generating Facility, provided that the Developer will
promptly notify the NYISO and Connecting Transmission Owner of any such
assignment. Any financing arrangement entered into by the Developer pursuant to this
Article will provide that prior to or upon the exercise of the secured party’s, trustee’s or
mortgagee’s assignment rights pursuant to said arrangement, the secured creditor, the
trustee or mortgagee will notify the NYISO and Connecting Transmission Owner of the
date and particulars of any such exercise of assignment right(s) and will provide the
NYISO and Connecting Transmission Owner with proof that it meets the requirements of
Articles 11.5 and 18.3. Any attempted assignment that violates this Article is void and
ineffective. Any assignment under this Agreement shall not relieve a Party of its
obligations, nor shall a Party’s obligations be enlarged, in whole or in part, by reason
thereof. Where required, consent to assignment will not be unreasonably withheld,
conditioned or delayed.

ARTICLE 20. SEVERABILITY

If any provision in this Agreement is finally determined to be invalid, void or
unenforceable by any court or other Governmental Authority having jurisdiction, such
determination shall not invalidate, void or make unenforceable any other provision,
agreement or covenant of this Agreement; provided that if the Developer (or any third
party, but only if such third party is not acting at the direction of the Connecting
Transmission Owner) seeks and obtains such a final determination with respect to any
provision of the Alternate Option (Article 5.1.2), or the Negotiated Option (Article 5.1.4),
then none of these provisions shall thereafter have any force or effect and the rights and
obligations of Developer and Connecting Transmission Owner shall be governed solely
by the Standard Option (Article 5.1.1).

Fourth Revised Service Agreement No. 1144

ARTICLE 21. COMPARABILITY

The Parties will comply with all applicable comparability and code of conduct laws, rules
and regulations, as amended from time to time.

ARTICLE 22. CONFIDENTIALITY

22.1 Confidentiality. Certain information exchanged by the Parties during the term of this
Agreement shall constitute confidential information (“Confidential Information”) and
shall be subject to this Article 22.

If requested by a Party receiving information, the Party supplying the information 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.

22.2 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
22, each Party shall hold in confidence and shall not disclose to any person Confidential
Information.

22.3 Confidential Information. The following shall constitute Confidential Information: (1)
any non-public information that is treated as confidential by the disclosing Party and
which the disclosing Party identifies as Confidential Information in writing at the time, or
promptly after the time, of disclosure; or (2) information designated as Confidential
Information by the NYISO Code of Conduct contained in Attachment F to the ISO
OATT.

22.4 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 third 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 22.9 of this Agreement,
Order of Disclosure, 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

Fourth Revised Service Agreement No. 1144

designated the information as confidential notifies the other Party that it no longer is
confidential.

22.5 Release of Confidential Information. No Party shall release or disclose Confidential
Information to any other person, except to its Affiliates (limited by FERC Standards of
Conduct requirements), subcontractors, employees, consultants, or to parties who may be
considering providing financing to or equity participation with Developer, or to potential
purchasers or assignees of a Party, 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 22 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 22.

22.6 Rights. Each Party retains all rights, title, and interest in the Confidential Information
that each Party discloses to the other Party. The disclosure by each Party to the other
Parties of Confidential Information shall not be deemed a waiver by any Party or any
other person or entity of the right to protect the Confidential Information from public
disclosure.

22.7 No Warranties. By providing Confidential Information, no Party makes any warranties
or representations as to its accuracy or completeness. In addition, by supplying
Confidential Information, no Party obligates itself to provide any particular information
or Confidential Information to the other Parties nor to enter into any further agreements
or proceed with any other relationship or joint venture.

22.8 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, including the ISO OATT and NYISO Services
Tariff. The NYISO shall, in all cases, treat the information it receives in accordance with
the requirements of Attachment F to the ISO OATT.

22.9 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 any Party, by subpoena, oral
deposition, interrogatories, requests for production of documents, administrative order, or
otherwise, to disclose Confidential Information, that Party shall provide the other Parties
with prompt notice of such request(s) or requirement(s) so that the other Parties 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

Fourth Revised Service Agreement No. 1144

assurance that confidential treatment will be accorded any Confidential Information so
furnished.

22.10 Termination of Agreement. Upon termination of this Agreement for any reason, each
Party shall, within ten (10) Calendar Days of receipt of a written request from the other
Parties, use Reasonable Efforts to destroy, erase, or delete (with such destruction, erasure,
and deletion certified in writing to the other Parties) or return to the other Parties, without
retaining copies thereof, any and all written or electronic Confidential Information
received from the other Parties pursuant to this Agreement.

22.11 Remedies. The Parties agree that monetary damages would be inadequate to compensate
a Party for another Party’s Breach of its obligations under this Article 22. Each Party
accordingly agrees that the other Parties shall be entitled to equitable relief, by way of
injunction or otherwise, if the first Party Breaches or threatens to Breach its obligations
under this Article 22, which equitable relief shall be granted without bond or proof of
damages, and the receiving Party shall not plead in defense that there would be an
adequate remedy at law. Such remedy shall not be deemed an exclusive remedy for the
Breach of this Article 22, but shall be in addition to all other remedies available at law or
in equity. The Parties further acknowledge and agree that the covenants contained herein
are necessary for the protection of legitimate business interests and are reasonable in
scope. No Party, however, shall be liable for indirect, incidental, or consequential or
punitive damages of any nature or kind resulting from or arising in connection with this
Article 22.

22.12 Disclosure to FERC, its Staff, or a State. Notwithstanding anything in this Article 22
to the contrary, and pursuant to 18 C.F.R. section 1b.20, if FERC or its staff, during the
course of an investigation or otherwise, requests information from one of the Parties that
is otherwise required to be maintained in confidence pursuant to this Agreement or the
ISO OATT, the Party shall provide the requested information to FERC or its staff, within
the time provided for in the request for information. In providing the information to
FERC or its staff, the Party must, consistent with 18 C.F.R. section 388.112, request that
the information be treated as confidential and non-public by FERC and its staff and that
the information be withheld from public disclosure. Parties are prohibited from notifying
the other Parties to this Agreement prior to the release of the Confidential Information to
the Commission or its staff. The Party shall notify the other Parties to the Agreement
when it is notified by FERC or its staff that a request to release Confidential Information
has been received by FERC, at which time the Parties may respond before such
information would be made public, pursuant to 18 C.F.R. section 388.112. Requests
from a state regulatory body conducting a confidential investigation shall be treated in a
similar manner if consistent with the applicable state rules and regulations. A Party shall
not be liable for any losses, consequential or otherwise, resulting from that Party

Fourth Revised Service Agreement No. 1144

divulging Confidential Information pursuant to a FERC or state regulatory body request
under this paragraph.

22.13 Required Notices Upon Requests or Demands for Confidential Information. Except
as otherwise expressly provided herein, no Party shall disclose Confidential Information
to any person not employed or retained by the Party possessing the Confidential
Information, 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 Agreement, the ISO OATT or the
NYISO Services Tariff. Prior to any disclosures of a 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.

ARTICLE 23. DEVELOPER AND CONNECTING TRANSMISSION OWNER
NOTICES OF ENVIRONMENTAL RELEASES

Developer and Connecting Transmission Owner shall each notify the other Party, first
orally and then in writing, of the release of any Hazardous Substances, any asbestos or
lead abatement activities, or any type of remediation activities related to the Large
Generating Facility or the Attachment Facilities, each of which may reasonably be
expected to affect the other Party. The notifying Party shall: (i) provide the notice as
soon as practicable, provided such Party makes a good faith effort to provide the notice
no later than twenty-four hours after such Party becomes aware of the occurrence; and (ii)
promptly furnish to the other Party copies of any publicly available reports filed with any
Governmental Authorities addressing such events.

ARTICLE 24. INFORMATION REQUIREMENT

24.1 Information Acquisition. Connecting Transmission Owner and Developer shall each
submit specific information regarding the electrical characteristics of their respective
facilities to the other, and to NYISO, as described below and in accordance with
Applicable Reliability Standards.

24.2 Information Submission by Connecting Transmission Owner. The initial information
submission by Connecting Transmission Owner shall occur no later than one hundred
eighty (180) Calendar Days prior to Trial Operation and shall include New York State
Transmission System information necessary to allow the Developer to select equipment

Fourth Revised Service Agreement No. 1144

and meet any system protection and stability requirements, unless otherwise mutually
agreed to by the Developer and Connecting Transmission Owner. On a monthly basis
Connecting Transmission Owner shall provide Developer and NYISO a status report on
the construction and installation of Connecting Transmission Owner’s Attachment
Facilities and System Upgrade Facilities and System Deliverability Upgrades, including,
but not limited to, the following information: (1) progress to date; (2) a description of the
activities since the last report; (3) a description of the action items for the next period;
and (4) the delivery status of equipment ordered.

24.3 Updated Information Submission by Developer. The updated information submission
by the Developer, including manufacturer information, shall occur no later than one
hundred eighty (180) Calendar Days prior to the Trial Operation. Developer shall submit
a completed copy of the Large Generating Facility data requirements contained in
Appendix 1 to the Standard Large Facility Interconnection Procedures. It shall also
include any additional information provided to Connecting Transmission Owner for the
Interconnection Facilities Study. Information in this submission shall be the most
current Large Generating Facility design or expected performance data. Information
submitted for stability models shall be compatible with NYISO standard models. If there
is no compatible model, the Developer will work with a consultant mutually agreed to by
the Parties to develop and supply a standard model and associated information.

If the Developer’s data is different from what was originally provided to Connecting
Transmission Owner and NYISO pursuant to an Interconnection Study Agreement
among Connecting Transmission Owner, NYISO and Developer and this difference may
be reasonably expected to affect the other Parties’ facilities or the New York State
Transmission System, but does not require the submission of a new Interconnection
Request, then NYISO will conduct appropriate studies to determine the impact on the
New York State Transmission System based on the actual data submitted pursuant to this
Article 24.3. Such studies will provide an estimate of any additional modifications to the
New York State Transmission System, Connecting Transmission Owner’s Attachment
Facilities or System Upgrade Facilities or System Deliverability Upgrades based on the
actual data and a good faith estimate of the costs thereof. The Developer shall not begin
Trial Operation until such studies are completed. The Developer shall be responsible for
the cost of any modifications required by the actual data, including the cost of any
required studies.

24.4 Information Supplementation. Prior to the Commercial Operation Date, the Developer
and Connecting Transmission Owner shall supplement their information submissions
described above in this Article 24 with any and all “as-built” Large Generating Facility
information or “as-tested” performance information that differs from the initial
submissions or, alternatively, written confirmation that no such differences exist. The
Developer shall conduct tests on the Large Generating Facility as required by Good
Utility Practice such as an open circuit “step voltage” test on the Large Generating
Facility to verify proper operation of the Large Generating Facility’s automatic voltage
regulator.

Fourth Revised Service Agreement No. 1144

Unless otherwise agreed, the test conditions shall include: (1) Large Generating Facility
at synchronous speed; (2) automatic voltage regulator on and in voltage control mode;
and (3) a five percent change in Large Generating Facility terminal voltage initiated by a
change in the voltage regulators reference voltage. Developer shall provide validated test
recordings showing the responses of Large Generating Facility terminal and field
voltages. In the event that direct recordings of these voltages is impractical, recordings of
other voltages or currents that mirror the response of the Large Generating Facility’s
terminal or field voltage are acceptable if information necessary to translate these
alternate quantities to actual Large Generating Facility terminal or field voltages is
provided. Large Generating Facility testing shall be conducted and results provided to
the Connecting Transmission Owner and NYISO for each individual generating unit in a
station.

Subsequent to the Commercial Operation Date, the Developer shall provide Connecting
Transmission Owner and NYISO any information changes due to equipment
replacement, repair, or adjustment. Connecting Transmission Owner shall provide the
Developer and NYISO any information changes due to equipment replacement, repair or
adjustment in the directly connected substation or any adjacent Connecting Transmission
Owner substation that may affect the Developer Attachment Facilities equipment ratings,
protection or operating requirements. The Developer and Connecting Transmission
Owner shall provide such information no later than thirty (30) Calendar Days after the
date of the equipment replacement, repair or adjustment.

ARTICLE 25. INFORMATION ACCESS AND AUDIT RIGHTS

25.1 Information Access. Each Party (“Disclosing Party”) shall make available to another
Party (“Requesting Party”) information that is in the possession of the Disclosing Party
and is necessary in order for the Requesting Party to: (i) verify the costs incurred by the
Disclosing Party for which the Requesting Party is responsible under this Agreement; and
(ii) carry out its obligations and responsibilities under this Agreement. The Parties shall
not use such information for purposes other than those set forth in this Article 25.1 of this
Agreement and to enforce their rights under this Agreement.

25.2 Reporting of Non-Force Majeure Events. Each Party (the “Notifying Party”) shall
notify the other Parties when the Notifying Party becomes aware of its inability to
comply with the provisions of this Agreement for a reason other than a Force Majeure
event. The Parties agree to cooperate with each other and provide necessary information
regarding such inability to comply, including the date, duration, reason for the inability to
comply, and corrective actions taken or planned to be taken with respect to such inability
to comply. Notwithstanding the foregoing, notification, cooperation or information
provided under this Article shall not entitle the Party receiving such notification to allege
a cause for anticipatory breach of this Agreement.

Fourth Revised Service Agreement No. 1144

25.3 Audit Rights. Subject to the requirements of confidentiality under Article 22 of this
Agreement, each Party shall have the right, during normal business hours, and upon prior
reasonable notice to another Party, to audit at its own expense the other Party’s accounts
and records pertaining to the other Party’s performance or satisfaction of its obligations
under this Agreement. Such audit rights shall include audits of the other Party’s costs,
calculation of invoiced amounts, and each Party’s actions in an Emergency State. Any
audit authorized by this Article shall be performed at the offices where such accounts and
records are maintained and shall be limited to those portions of such accounts and records
that relate to the Party’s performance and satisfaction of obligations under this
Agreement. Each Party shall keep such accounts and records for a period equivalent to
the audit rights periods described in Article 25.4 of this Agreement.

25.4 Audit Rights Periods.

25.4.1 Audit Rights Period for Construction-Related Accounts and Records.
Accounts and records related to the design, engineering, procurement, and
construction of Connecting Transmission Owner’s Attachment Facilities and
System Upgrade Facilities and System Deliverability Upgrades shall be subject to
audit for a period of twenty-four months following Connecting Transmission
Owner’s issuance of a final invoice in accordance with Article 12.2 of this
Agreement.

25.4.2 Audit Rights Period for All Other Accounts and Records. Accounts and
records related to a Party’s performance or satisfaction of its obligations under
this Agreement other than those described in Article 25.4.1 of this Agreement
shall be subject to audit as follows: (i) for an audit relating to cost obligations, the
applicable audit rights period shall be twenty-four months after the auditing
Party’s receipt of an invoice giving rise to such cost obligations; and (ii) for an
audit relating to all other obligations, the applicable audit rights period shall be
twenty- four months after the event for which the audit is sought.

25.5 Audit Results. If an audit by a Party determines that an overpayment or an
underpayment has occurred, a notice of such overpayment or underpayment shall be
given to the other Party together with those records from the audit which support such
determination.

ARTICLE 26. SUBCONTRACTORS

26.1 General. Nothing in this Agreement shall prevent a Party from utilizing the services of

any subcontractor 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

Fourth Revised Service Agreement No. 1144

each Party shall remain primarily liable to the other Parties for the performance of such
subcontractor.

26.2 Responsibility of Principal. The creation of any subcontract relationship shall not
relieve the hiring Party of any of its obligations under this Agreement. The hiring Party
shall be fully responsible to the other Parties for the acts or omissions of any
subcontractor the hiring Party hires as if no subcontract had been made; provided,
however, that in no event shall the NYISO or Connecting Transmission Owner be liable
for the actions or inactions of the Developer or its subcontractors with respect to
obligations of the Developer under Article 5 of this Agreement. Any applicable
obligation imposed by this Agreement upon the hiring Party shall be equally binding
upon, and shall be construed as having application to, any subcontractor of such Party.

26.3 No Limitation by Insurance. The obligations under this Article 26 will not be limited in

any way by any limitation of subcontractor’s insurance.

ARTICLE 27. DISPUTES

27.1 Submission. In the event any Party has a dispute, or asserts a claim, that arises out of or
in connection with this Agreement or its performance (a “Dispute”), such Party shall
provide the other Parties with written notice of the Dispute (“Notice of Dispute”). Such
Dispute shall be referred to a designated senior representative of each Party for resolution
on an informal basis as promptly as practicable after receipt of the Notice of Dispute by
the other Parties. In the event the designated representatives are unable to resolve the
Dispute through unassisted or assisted negotiations within thirty (30) Calendar Days of
the other Parties’ receipt of the Notice of Dispute, such Dispute may, upon mutual
agreement of the Parties, be submitted to arbitration and resolved in accordance with the
arbitration procedures set forth below. In the event the Parties do not agree to submit
such Dispute to arbitration, each Party may exercise whatever rights and remedies it may
have in equity or at law consistent with the terms of this Agreement.

27.2 External Arbitration Procedures. Any arbitration initiated under this Agreement shall
be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail
to agree upon a single arbitrator within ten (10) Calendar Days of the submission of the
Dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-
member arbitration panel. In each case, the arbitrator(s) shall be knowledgeable in
electric utility matters, including electric transmission and bulk power issues, and shall
not have any current or past substantial business or financial relationships with any party
to the arbitration (except prior arbitration). The arbitrator(s) shall provide each of the
Parties an opportunity to be heard and, except as otherwise provided herein, shall conduct
the arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (“Arbitration Rules”) and any applicable FERC regulations or
RTO rules; provided, however, in the event of a conflict between the Arbitration Rules
and the terms of this Article 27, the terms of this Article 27 shall prevail.

Fourth Revised Service Agreement No. 1144

27.3 Arbitration Decisions. Unless otherwise agreed by the Parties, the arbitrator(s) shall
render a decision within ninety (90) Calendar Days of appointment and shall notify the
Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be
authorized only to interpret and apply the provisions of this Agreement and shall have no
power to modify or change any provision of this Agreement in any manner. The decision
of the arbitrator(s) shall be final and binding upon the Parties, and judgment on the award
may be entered in any court having jurisdiction. The decision of the arbitrator(s) may be
appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself,
violated the standards set forth in the Federal Arbitration Act or the Administrative
Dispute Resolution Act. The final decision of the arbitrator must also be filed with FERC
if it affects jurisdictional rates, terms and conditions of service, Attachment Facilities,
System Upgrade Facilities, or System Deliverability Upgrades.

27.4 Costs. Each Party shall be responsible for its own costs incurred during the arbitration
process and for the following costs, if applicable: (1) the cost of the arbitrator chosen by
the Party to sit on the three member panel; or (2) one-third the cost of the single arbitrator
jointly chosen by the Parties.

27.5 Termination. Notwithstanding the provisions of this Article 27, any Party may
terminate this Agreement in accordance with its provisions or pursuant to an action at law
or equity. The issue of whether such a termination is proper shall not be considered a
Dispute hereunder.

ARTICLE 28. REPRESENTATIONS, WARRANTIES AND COVENANTS

28.1 General. Each Party makes the following representations, warranties and covenants:

28.1.1 Good Standing. Such Party is duly organized, validly existing and in good
standing under the laws of the state in which it is organized, formed, or
incorporated, as applicable; that it is qualified to do business in the state or states
in which the Large Generating Facility, Attachment Facilities and System
Upgrade Facilities and System Deliverability Upgrades owned by such Party, as
applicable, are located; and that it has the corporate power and authority to own
its properties, to carry on its business as now being conducted and to enter into
this Agreement and carry out the transactions contemplated hereby and perform
and carry out all covenants and obligations on its part to be performed under and
pursuant to this Agreement.

28.1.2 Authority. Such Party has the right, power and authority to enter into this
Agreement, to become a Party hereto and to perform its obligations hereunder.
This Agreement is a legal, valid and binding obligation of such Party, enforceable
against such Party in accordance with its terms, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization or

Fourth Revised Service Agreement No. 1144

other similar laws affecting creditors’ rights generally and by general equitable
principles (regardless of whether enforceability is sought in a proceeding in equity
or at law).

28.1.3 No Conflict. The execution, delivery and performance of this Agreement does
not violate or conflict with the organizational or formation documents, or bylaws
or operating agreement, of such Party, or any judgment, license, permit, order,
material agreement or instrument applicable to or binding upon such Party or any
of its assets.

28.1.4 Consent and Approval. Such Party has sought or obtained, or, in accordance
with this Agreement will seek or obtain, each consent, approval, authorization,
order, or acceptance by any Governmental Authority in connection with the
execution, delivery and performance of this Agreement, and it will provide to any
Governmental Authority notice of any actions under this Agreement that are
required by Applicable Laws and Regulations.

ARTICLE 29. MISCELLANEOUS

29.1 Binding Effect. This Agreement and the rights and obligations hereof, shall be binding
upon and shall inure to the benefit of the successors and permitted assigns of the Parties
hereto.

29.2 Conflicts. If there is a discrepancy or conflict between or among the terms and
conditions of this cover agreement and the Appendices hereto, the terms and conditions
of this cover agreement shall be given precedence over the Appendices, except as
otherwise expressly agreed to in writing by the Parties.

29.3 Rules of Interpretation. This Agreement, unless a clear contrary intention appears,
shall be construed and interpreted as follows: (1) the singular number includes the plural
number and vice versa; (2) reference to any person includes such person’s successors and
assigns but, in the case of a Party, only if such successors and assigns are permitted by
this Agreement, and reference to a person in a particular capacity excludes such person in
any other capacity or individually; (3) reference to any agreement (including this
Agreement), document, instrument or tariff means such agreement, document,
instrument, or tariff as amended or modified and in effect from time to time in
accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to
any Applicable Laws and Regulations means such Applicable Laws and Regulations as
amended, modified, codified, or reenacted, in whole or in part, and in effect from time to
time, including, if applicable, rules and regulations promulgated thereunder; (5) unless
expressly stated otherwise, reference to any Article, Section or Appendix means such
Article of this Agreement or such Appendix to this Agreement, or such Section to the
Standard Large Facility Interconnection Procedures or such Appendix to the Standard

Fourth Revised Service Agreement No. 1144

Large Facility Interconnection Procedures, as the case may be; (6) “hereunder”, “hereof,”
“herein”, “hereto” and words of similar import shall be deemed references to this
Agreement as a whole and not to any particular Article or other provision hereof or
thereof; (7) “including” (and with correlative meaning “include”) means including
without limiting the generality of any description preceding such term; and (8) relative to
the determination of any period of time, “from” means “from and including”, “to” means
“to but excluding” and “through” means “through and including”.

29.4 Compliance. Each Party shall perform its obligations under this Agreement in
accordance with Applicable Laws and Regulations, Applicable Reliability Standards, the
NYISO OATT and Good Utility Practice. To the extent a Party is required or prevented
or limited in taking any action by such regulations and standards, such Party shall not be
deemed to be in Breach of this Agreement for its compliance therewith. When any Party
becomes aware of such a situation, it shall notify the other Parties promptly so that the
Parties can discuss the amendment to this Agreement that is appropriate under the
circumstances.

29.5 Joint and Several Obligations. Except as otherwise stated herein, the obligations of
Developer and Connecting Transmission Owner are several, and are neither joint nor
joint and several.

29.6 Entire Agreement. This Agreement, including all Appendices and Schedules attached
hereto, constitutes the entire agreement between the Parties with reference to the subject
matter hereof, and supersedes all prior and contemporaneous understandings or
agreements, oral or written, between the Parties with respect to the subject matter of this
Agreement. There are no other agreements, representations, warranties, or covenants
which constitute any part of the consideration for, or any condition to, either Party’s
compliance with its obligations under this Agreement.

29.7 No Third Party Beneficiaries. This Agreement is not intended to and does not create
rights, remedies, or benefits of any character whatsoever in favor of any persons,
corporations, associations, or entities other than the Parties, and the obligations herein
assumed are solely for the use and benefit of the Parties, their successors in interest and
permitted their assigns.

29.8 Waiver. The failure of a Party to this Agreement to insist, on any occasion, upon strict
performance of any provision of this Agreement will not be considered a waiver of any
obligation, right, or duty of, or imposed upon, such Party. Any waiver at any time by
either Party of its rights with respect to this Agreement shall not be deemed a continuing
waiver or a waiver with respect to any other failure to comply with any other obligation,
right, duty of this Agreement. Termination or Default of this Agreement for any reason
by the Developer shall not constitute a waiver of the Developer’s legal rights to obtain
Capacity Resource Interconnection Service and Energy Resource Interconnection Service
from the NYISO and Connecting Transmission Owner in accordance with the provisions

Fourth Revised Service Agreement No. 1144

of the ISO OATT. Any waiver of this Agreement shall, if requested, be provided in
writing.

29.9 Headings. The descriptive headings of the various Articles of this Agreement have been
inserted for convenience of reference only and are of no significance in the interpretation
or construction of this Agreement.

29.10 Multiple Counterparts. This Agreement may be executed in two or more counterparts,

each of which is deemed an original but all constitute one and the same instrument.

29.11 Amendment. The Parties may by mutual agreement amend this Agreement, by a written

instrument duly executed by all three of the Parties.

29.12 Modification by the Parties. The Parties may by mutual agreement amend the
Appendices to this Agreement, by a written instrument duly executed by all three of the
Parties. Such an amendment shall become effective and a part of this Agreement upon
satisfaction of all Applicable Laws and Regulations.

29.13 Reservation of Rights. Connecting Transmission Owner shall have the right to make
unilateral filings 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 Developer 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 another 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.

29.14 No Partnership. This Agreement shall not be interpreted or construed to create an
association, joint venture, agency relationship, or partnership among the Parties or to
impose any partnership obligation or partnership liability upon any Party. No Party shall
have any right, power or authority to enter into any agreement or undertaking for, or act
on behalf of, or to act as or be an agent or representative of, or to otherwise bind, any
other Party.

29.15 Other Transmission Rights. Notwithstanding any other provision of this Agreement,
nothing herein shall be construed as relinquishing or foreclosing any rights, including but
not limited to firm transmission rights, capacity rights, or transmission congestion rights
that the Developer shall be entitled to, now or in the future under any other agreement or

Fourth Revised Service Agreement No. 1144

tariff as a result of, or otherwise associated with, the transmission capacity, if any, created
by the System Upgrade Facilities and System Deliverability Upgrades.

29.16 Modifications Related to NYISO’s Compliance with Order No. 2023. If, as
part of the NYISO’s compliance proceeding at the Commission in response to
Order No. 2023, the Commission directs that the NYISO modify the pro forma
Standard Large Generator Interconnection Agreement located in Appendix 4 of
Attachment X of the ISO OATT, the Parties shall amend and restate this
Agreement to incorporate the modifications; provided, however, the Parties may
agree to include in the amended and restated agreement non¬-conforming changes
to any terms of the pro forma Standard Large Generator Interconnection
Agreement that have been modified to comply with the Commission’s order,
which non¬-conforming modifications must be filed with the Commission for its
acceptance.

Effective Date: 11/1/2024 - Docket #: ER25-312-002 - Page 1