FERC rendition of the electronically filed tariff records in Docket No. [include if docket no. exists]

Filing

Data:  CID:
C000038

Filing Title: National Grid and Covanta Niagara Interconnection Agreement 2205 Company Filing Identifier: 971

Type of Filing Code: 10

Associated Filing Identifier: [if
applicable] Tariff Title: NYISO
Agreements

Tariff ID: 58

Payment Confirmation:
N Suspension Motion:

Tariff Record Data:

Record Content Description: Service Agreement No. 2205

Tariff Record Title: NiMo and Covanta Interconnection Agreement 2205 Record Version Number: 0.0.0

Option Code: A Tariff

Record ID: 159

Tariff Record Collation Value:
7076000

Tariff Record Parent Identifier: 2 Proposed Date: 2014-12-30 Priority Order: 500

Record Change Type:
New Record Content
Type: 2

Associated Filing Identifier: [Source - if applicable]

Service Agreement No. 2205

AMENDED AND RESTATED INTERCONNECTION AGREEMENT

BETWEEN

NIAGARA MOHAWK POWER CORPORATION d/b/a NATIONAL GRID

AND

COVANTA NIAGARA, L.P.

INTERCONNECTION AGREEMENT

This Amended and Restated INTERCONNECTION AGREEMENT (hereinafter referred to as the "AGREEMENT") is entered into as of December 30, 2014, by and between NIAGARA MOHAWK POWER CORPORATION d/b/a NATIONAL GRID (hereinafter referred to as "NATIONAL GRID") and COVANTA NIAGARA, L.P. (hereinafter referred to as "INTERCONNECTION CUSTOMER"). NATIONAL GRID and INTERCONNECTION CUSTOMER may be referred to hereunder, individually, as a “Party” or, collectively, as the “Parties”.

WHEREAS, in 2005, American Ref Fuel of Niagara, L.P. (“AMER-REF FUEL”) changed its name to Covanta Niagara, L.P.; and

WHEREAS,  NATIONAL  GRID  and  AMER-REF  FUEL  entered  into  a  power  purchase agreement, dated as of June 29, 1993, and amended from time to time, for the purchase of electricity by NATIONAL GRID (the “POWER PURCHASE AGREEMENT”), and an Interconnection Agreement entered into as of October 31, 1994 (the “INTERCONNECTION AGREEMENT”), each of which expires on December 29, 2014; and

WHEREAS,  INTERCONNECTION  CUSTOMER  now  owns  and  operates    the  electric
generating plant (hereinafter referred to as the "PRODUCTION FACILITY"), formerly owned and
operated by Occidental Chemical Corporation (hereinafter referred to as "OCCIDENTAL CHEMICAL")
and Hooker Energy Corporation (hereinafter together with OCCIDENTAL CHEMICAL referred to as
"OCCIDENTAL"), in the Town of Niagara Falls, County of Niagara, State of New York, with a nominal
installed capacity not to exceed 42,400 kilowatts and associated electric energy, which is approximately
335,000,000 kilowatt-hours per year (hereinafter referred to as "ELECTRICITY"), so arranged that the
ELECTRICITY can be delivered to the electric transmission system of NATIONAL GRID (hereinafter
referred to as the "TRANSMISSION SYSTEM") at the RECEIVING POINT (as defined in paragraph 1.7
below); and

WHEREAS, OCCIDENTAL CHEMICAL, AMER-REF FUEL, and NATIONAL GRID entered
into  a  certain  Indemnification  Agreement (hereinafter  referred  to  as  the  "INDEMNIFICATION

AGREEMENT"), dated as of May 5, 1993, which provides for the PRODUCTION FACILITY'S interconnection to the TRANSMISSION SYSTEM through OCCIDENTAL's substation for an interim period ending on the earlier of May 5, 1995 or when AMER-REF FUEL constructed a new substation (hereinafter referred to as the "NEW SUBSTATION"); and

WHEREAS,   in   light   of   the   expiring   POWER   PURCHASE   AGREEMENT   and
INTERCONNECTION AGREEMENT, INTERCONNECTION CUSTOMER and NATIONAL GRID
have negotiated this AGREEMENT to amend and restate the INTERCONNECTION AGREEMENT in
its  entirety  and  to  continue  the  interconnection  of  the  PRODUCTION  FACILITY  to  the
TRANSMISSION SYSTEM through the NEW SUBSTATION and associated interconnection facilities
and to set forth each Party's responsibilities with regard to the design, procurement, construction,
ownership, operation and maintenance of such facilities, for an additional five years, subject to the
understanding that if INTERCONNECTION CUSTOMER desires to remain so interconnected thereafter,
then INTERCONNECTION CUSTOMER shall enter into a new interconnection agreement substantially
consistent with the then current New York Independent System Operator, Inc.’s (“NYISO”) pro forma

1

Large Generator Interconnection Agreement upon the expiration of this Agreement;

Now THEREFORE, in consideration of the mutual obligations and undertakings set forth herein, the Parties to this AGREEMENT covenant and agree as follows:

1.Agreement to Interconnect:  Description of INTERCONNECTION FACILITY

1.1.NATIONAL   GRID   and   INTERCONNECTION   CUSTOMER   agree   to

interconnect the PRODUCTION FACILITY to the TRANSMISSION SYSTEM in accordance with the terms and conditions contained herein.

1.2. The  TRANSMISSION SYSTEM  and  PRODUCTION FACILITY  shall  be

interconnected by means of the INTERCONNECTION FACILITY, which NATIONAL GRID shall
repair, operate, own and maintain in accordance with good utility practice, at INTERCONNECTION
CUSTOMER’S expense. In this AGREEMENT, "good utility practice" means 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.

1.3. INTERCONNECTION CUSTOMER shall provide to NATIONAL GRID all

necessary   easements   sufficient   for   placement,   construction,   and   maintenance   of   the INTERCONNECTION FACILITY (such easements hereinafter referred to as the "EASEMENT").  The width of the transmission corridor shall be designated by NATIONAL GRID. The format and content of the EASEMENT shall be approved by NATIONAL GRID.

1.4. Prior to conveyance of said Easements, INTERCONNECTION CUSTOMER

agrees to provide to NATIONAL GRID an instrument survey of the real property; and copies of deeds and other title documents together with a title insurance policy, containing only standard exceptions, insuring marketability of the real property and interest in the real property over which the Easements will be conveyed.  Prior to conveyance of the Easements, NATIONAL GRID shall be given the opportunity to review all title documents and INTERCONNECTION CUSTOMER shall be responsible for correcting any situations which NATIONAL GRID reasonably deems unacceptable or any deficiencies which could impede the transfer of the Easements pursuant to this AGREEMENT.

1.5. INTERCONNECTION CUSTOMER agrees to indemnify and save NATIONAL

GRID harmless from all liability, cost, expense, fees, fines, penalties or amounts paid in settlement of claims (including reasonable attorney's fees), civil and criminal ("Claims"), as a result of any claim by a third Party, including governmental or regulatory authority resulting from the presence of or for the removal or management of any hazardous substance (as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980) from or affecting the real property interests of the INTERCONNECTION FACILITY, provided, however, that INTERCONNECTION CUSTOMER shall not indemnify NATIONAL GRID against any Claims which are due in whole or in part by the actions of NATIONAL GRID or its subsidiaries, affiliates or agents.

2

1.6.INTERCONNECTION CUSTOMER agrees to obtain all necessary licenses,

certificates, permits and approvals for the Interconnection Facility at its sole expense. Prior to the Initial Synchronization, INTERCONNECTION CUSTOMER shall convey to NATIONAL GRID said licenses, certificates, permits and approvals.

1.7. The INTERCONNECTION FACILITY shall consist of a double circuit 115

kilovolt   tap   and  the   EASEMENT.  The   INTERCONNECTION  FACILITY  shall  connect  the
PRODUCTION FACILITY at the NEW SUBSTATION. The point of connection between the NEW
SUBSTATION and the INTERCONNECTION FACILITY shall be known as the RECEIVING POINT.
The RECEIVING POINT shall be as indicated on a one-line diagram attached hereto as Schedule A.

2.Representatives and Warranties of Parties

2.1.INTERCONNECTION CUSTOMER is a limited partnership duly organized and

validly existing under the laws of the State of Delaware.   INTERCONNECTION CUSTOMER is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, to enter into this

AGREEMENT and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this AGREEMENT.

2.2. NATIONAL  GRID  is  a  corporation  duly  organized,  validly  existing  and

qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this AGREEMENT and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this AGREEMENT.

3.Interconnection Study

3.1.NATIONAL GRID has performed at INTERCONNECTION CUSTOMER’S

expense, those studies necessary to determine the equipment and facilities necessary and desirable for the

construction and operation of the INTERCONNECTION FACILITY, which studies are attached hereto

as Schedule B.

4.Construction of INTERCONNECTION FACILITY and SYSTEM FACILITIES

4.1.NATIONAL  GRID  shall  design  and  construct  at  INTERCONNECTION

CUSTOMER’s expense the INTERCONNECTION FACILITY and any reinforcements and additions to
the TRANSMISSION SYSTEM necessary to connect the INTERCONNECTION FACILITY to said
TRANSMISSION SYSTEM (such reinforcements and additions hereinafter referred to as "SYSTEM
FACILITIES").

5.Construction of the Parties' Facilities

3

5.1.The   Parties   shall   agree   upon   schedules   for   INTERCONNECTION

CUSTOMER’S construction of the NEW SUBSTATION and NATIONAL GRID'S construction of the
INTERCONNECTION FACILITY and SYSTEM FACILITIES.  Such schedules shall be consistent with
each other and with the POWER PURCHASE AGREEMENT and shall provide for a scheduled date for
the   initial  transmission  of   ELECTRICITY  into  the   TRANSMISSION   SYSTEM  through  the
INTERCONNECTION   FACILITY (such   transmission   hereinafter   referred   to   as   "INITIAL

SYNCHRONIZATION") on or before May 5, 1995, and scheduled dates for completion of the NEW
SUBSTATION, granting of the EASEMENT, design and construction in the field of electric transmission
and   substation   facilities,   acquisition   of   licenses   and   permits   for   the   NEW   SUBSTATION,
INTERCONNECTION   FACILITY   and   SYSTEM   FACILITIES,   and   completion   of   the
INTERCONNECTION FACILITY and SYSTEM FACILITIES on dates prior to the scheduled date for
INITIAL SYNCHRONIZATION.  Each Party shall provide the other with status reports on the progress
of its construction. The scheduled dates for completion of the INTERCONNECTION FACILITY and
SYSTEM FACILITIES and for INITIAL SYNCHRONIZATION may be postponed to the extent
required by delays in INTERCONNECTION CUSTOMER’S construction schedule.  NATIONAL GRID
shall make a good faith effort to meet the scheduled dates for completion of the INTERCONNECTION
FACILITY  and  SYSTEM  FACILITIES  and  for  INITIAL  SYNCHRONIZATION.    If  INITIAL
SYNCHRONIZATION is delayed beyond May 5, 1995 then NATIONAL GRID shall agree to an
extension of the INDEMNIFICATION AGREEMENT to a date corresponding to such delay (such date
hereinafter referred to as the "EXTENSION DATE") without any liability of any kind to NATIONAL
GRID.  Neither Party shall be liable to the other Party for any delays in completion of construction of the
INTERCONNECTION FACILITY or SYSTEM FACILITIES respectively, except that said delay is
caused by the gross negligence or willful misconduct of the other Party. Anything in this AGREEMENT
to the contrary notwithstanding,  neither Party shall be liable to the other for any indirect or consequential
damages, including but not limited to, loss of profit or revenue.

6.Modification to, Abandonment or Retirement of INTERCONNECTION FACILITY

6.1.If, during the term of this AGREEMENT,  NATIONAL GRID reasonably

determines in accordance with good utility practice that its TRANSMISSION SYSTEM must be relocated or rearranged or NATIONAL GRID is ordered by governmental authority to relocate or rearrange its TRANSMISSION SYSTEM (including without limitation in either case the abandonment or retirement of portions of its TRANSMISSION SYSTEM), and if as a result modification, abandonment or retirement of the   INTERCONNECTION   FACILITY   is   required,   NATIONAL   GRID   shall   promptly   give INTERCONNECTION CUSTOMER written notice of such relocation, rearrangement, abandonment or retirement and shall attempt to defer such relocation, abandonment, retirement or rearrangement until a new   INTERCONNECTION   FACILITY   can   be   reconfigured   so   that   INTERCONNECTION CUSTOMER’S interconnection may continue without interruption.

6.2. Whether the relocation or rearrangement of the TRANSMISSION SYSTEM is

ordered or required by governmental authority or is by NATIONAL GRID's own determination,
NATIONAL GRID shall perform or have performed, at INTERCONNECTION CUSTOMER'S expense,
the studies necessary to identify a new interconnection facility and shall inform INTERCONNECTION
CUSTOMER of NATIONAL GRID's estimate of the costs of the construction of such facility, and
INTERCONNECTION CUSTOMER shall either (a) reimburse NATIONAL GRID for the actual costs of
such construction promptly upon completion thereof; (b) construct, at its own expense, such facility; or

(c) terminate this AGREEMENT upon at least thirty (30) days written notice to NATIONAL GRID and pay all costs associated with the retirement of the INTERCONNECTION FACILITY.

4

6.3.If   the   relocation,   rearrangement,   abandonment   or   retirement   of   the

TRANSMISSION SYSTEM is ordered or required by governmental authority, NATIONAL GRID shall cooperate with INTERCONNECTION CUSTOMER in INTERCONNECTION CUSTOMER’S efforts to seek reimbursement from the governmental authority for its mutually agreed upon share of the costs of such relocation, rearrangement, abandonment or retirement.  In no event, however, shall NATIONAL GRID be responsible for reimbursing INTERCONNECTION CUSTOMER for any costs associated with such relocation, rearrangement, abandonment or retirement.

6.4.If INTERCONNECTION CUSTOMER elects to construct a new interconnection

facility, construction, title, and payment shall be in accordance with the terms and conditions of a

comprehensive interconnection agreement which shall be entered into between the Parties.

7.Cost Payments

7.1.INTERCONNECTION CUSTOMER shall reimburse NATIONAL GRID for

any  cost  or  expense  actually  and  reasonably  incurred  by  NATIONAL  GRID  pursuant  to  this AGREEMENT for the construction, and installation of the INTERCONNECTION FACILITY and SYSTEM FACILITIES in accordance with the terms of this Article 7.3.

7.2. INTERCONNECTION CUSTOMER agrees to pay NATIONAL GRID twenty

six thousand dollars ($26,000) a year as total compensation for the operation, maintenance and repair of the INTERCONNECTION FACILITY and SYSTEM FACILITIES by NATIONAL GRID.

7.3. INTERCONNECTION CUSTOMER agrees to pay all invoices within thirty (30)

days from date of the invoice. In accordance with NATIONAL GRID's P.S.C. No. 220 Schedule for Electric Service (“PSC No. 220 Electricity Tariff"), if any invoice remains unpaid thirty (30) days from the invoice date, NATIONAL GRID shall apply to the unpaid balance, and INTERCONNECTION CUSTOMER shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law.

8.Insurance Provisions

8.1.INTERCONNECTION     CUSTOMER     agreestoinsurethe

INTERCONNECTION FACILITY against all loss or damage of the kinds usually insured against by operators similarly situated.

NATIONAL GRID shall be named an additional insured on the policy and evidence of such property damage insurance shall be provided to NATIONAL GRID as its interest may appear, either by delivery of the original policy, or a Certified Copy of the policy or by a Certificate of Insurance.  The amount of the insurance shall not be less than the "full insurable value" which shall mean the total replacement cost of excavation and underground structures or equipment.

INTERCONNECTION CUSTOMER may insure the INTERCONNECTION FACILITY under the blanket insurance policy or policies which cover other properties, and evidence of this insurance shall be provided to NATIONAL GRID.

8.2. INTERCONNECTION CUSTOMER agrees to provide and maintain Public

Liability Insurance including contractual liability in a minimum amount of $1,000,000 each occurrence

5

for Bodily Injury (including death) and $1,000,000 each occurrence for Property Damage, or if a Combined Single Limit (CSL) is applicable, a limit of $1,500,000 each occurrence for Bodily Injury and Property Damage shall be provided.

8.3.Each  Party  shall  provide  Workers'  Compensation  and  Employers  Liability

covering each Party's employees as required by New York State Law.

8.4. All  insurance  policies  shall  be  written  by  reputable  insurance  companies

acceptable  to  NATIONAL  GRID.  INTERCONNECTION  CUSTOMER  agrees  that  the  insurance required by this AGREEMENT shall be maintained for the life of the AGREEMENT.  All insurance policies shall provide that in the event of cancellation or material diminution of coverage, ten (10) days prior written notice shall be given to NATIONAL GRID.

9.Taxes

9.1.INTERCONNECTION CUSTOMER shall reimburse NATIONAL GRID for

any and all federal, state, local or other taxes properly imposed pursuant to law by any governmental
authority on NATIONAL GRID as a result of INTERCONNECTION CUSTOMER’S payments to
NATIONAL GRID for the acquisition, construction, installation, operation, maintenance and repair of the
INTERCONNECTION FACILITY pursuant to this AGREEMENT; subject, however, to the following
limitations:

(a) INTERCONNECTION CUSTOMER shall not be required to reimburse

NATIONAL  GRID  for  any  taxes  resulting  from  the  payment  for  construction  of  the INTERCONNECTION FACILITY being treated as a contribution in aid of construction (within the meaning of Internal Revenue Service Notice 88-129, 1988-2, C.B. 541 and Notice 90-60, 1990-2, C.B. 345, or subsequent law or authority) if such treatment results from (i) a markup charged by NATIONAL GRID to INTERCONNECTION CUSTOMER or (ii) inclusion of the INTERCONNECTION FACILITY by NATIONAL GRID in its rate base.

(b) Any  taxes  reimbursable  by  INTERCONNECTION  CUSTOMER  to

NATIONAL GRID under this provision shall be net of any tax benefits available to NATIONAL GRID, including but not limited to income tax deductions or tax depreciation; and

9.2. Any payment or reimbursement of tax by INTERCONNECTION CUSTOMER

to NATIONAL GRID under this Article 9 shall include an amount necessary to reimburse NATIONAL GRID for any net actual federal or New York state income taxes, if any, resulting from the payment or reimbursement itself.  Any payments by INTERCONNECTION CUSTOMER to NATIONAL GRID required by this Article 9 shall be made in accordance with Article 7.3 above.

10.Notices

10.1.    All written notifications pursuant to this AGREEMENT shall be personally delivered or mailed by certified or registered first class mail, return receipt requested, as follows:

6

To COVANTA NIAGARA:

Brian Kent

Facility Manager

To NATIONAL GRID:

DIRECTOR, TRANSMISSION COMMERCIAL SERVICES

40 Sylvan Road

Waltham, MA  02451
Phone:  781-907-2422
Fax:  781-296-8088

Email:  bill.malee@nationalgrid.com

Covanta Niagara, L.P.
100 Energy Blvd at 56th St. Niagara Falls, NY 14304 Tel: 716-278-8506

Fax: 716-284-2961

bkent@covanta.com

Kirk J. Bily

Vice President & Deputy General Counsel 445 South Street

Morristown, NJ 07960 Tel: 862-345-5045

Fax: 862-345-5140

Email: kbily@covanta.com

Sami Kabbani

Vice President, Energy

445 South Street, Morristown, NJ 07960 Tel: 862-345-5227

Email: Skabbani@covanta.com

Either Party may change its address for notices by written notice to the other in the manner provided above.

11.Term

11.1.    This AGREEMENT, when executed by the Parties, shall be in effect from the date first above written to December 29, 2019, subject to acceptance for filing or approval by the Federal Energy Regulatory Commission.

11.2.    Upon the expiration of this Agreement, if INTERCONNECTION CUSTOMER desires to remain interconnected to the TRANSMISSION SYSTEM thereafter, then the Parties shall enter into a new interconnection agreement substantially consistent with the then current NYISO pro forma Large Generator Interconnection Agreement.

12.Termination for Breach/Default

12.1.    Each Party (the "Aggrieved Party") may, by written notice to the other, terminate
this AGREEMENT in the event the other (the "Defaulting Party") abandons its work or facilities under
this AGREEMENT or the POWER PURCHASE AGREEMENT; becomes insolvent; or assigns or
sublets this AGREEMENT in a manner which is inconsistent with the terms and conditions of this
AGREEMENT;  or  is  violating  any  of  the  conditions,  terms,  obligations,  or  covenants  of  this
AGREEMENT.

7

12.2.    If within a period of one hundred eighty (180) days of receipt of such notice the Defaulting Party cures the default or breach cited by the Aggrieved Party in such notice, to the reasonable satisfaction of that Party, such notice shall become null and void and of no effect.  Otherwise, such notice shall remain in effect, and the obligations of the Aggrieved Party under this AGREEMENT shall cease and terminate at the expiration of such one hundred eighty (180) day period.

12.3.    The Defaulting Party shall be liable to and indemnify the Aggrieved Party for all costs, expenses, liabilities, damages and obligations, including attorneys' fees, that result from or relate to a material breach or default of this AGREEMENT.

12.4.    Termination of this AGREEMENT shall not relieve the Defaulting Party of any
of its outstanding liabilities and obligations hereunder, and the Aggrieved Party may take whatever
judicial or administrative actions as appear necessary or desirable to enforce its rights hereunder.  The
rights specified herein are not exclusive and shall be in addition to all other remedies available to the
Aggrieved Party, either at law or in equity, for default or breach of any provision of this AGREEMENT.

13.Force Majeure

13.1.    Neither Party shall be considered to be in default or breach hereunder, and shall
be excused from performance hereunder, if and to the extent that it shall be delayed in or prevented from
performing or carrying out any provision of this AGREEMENT by reason of or through storm, flood,
lightning, earthquake, fire, ice, snow, epidemic, war, invasion, riot, civil disturbance, sabotage, explosion,
insurrection, military or usurped power, strikes, stoppage of labor, labor dispute, failure of contractors or
supplies of material, action of any court or governmental authority, or any civil or military authority de
facto or de jure, act of God or public enemy, or any other cause beyond such Party's control.

13.2.    The Party claiming force majeure shall use due diligence to resume performance or the provision of service hereunder as soon as practicable.

14.Relationship of Parties

14.1.    Nothing contained in this AGREEMENT shall be construed or deemed to cause, create, constitute, give effect to, or otherwise recognize INTERCONNECTION CUSTOMER and NATIONAL GRID to be partners, joint venturers, employer and employee, principal and agent, or any other business association, with respect to any matter.

15.Third-Party Beneficiary

15.1.    No person or party shall have any rights or interests, direct or indirect, in this AGREEMENT or the services or facilities to be provided hereunder, or both, except the Parties, their successors, and authorized assigns.

16.Assignment

16.1.    INTERCONNECTION CUSTOMER may not assign or otherwise transfer any of its rights or obligations hereunder without the prior consent of NATIONAL GRID, which consent shall not be unreasonably withheld.  Any assignment in contravention of this Article 16 without the prior written consent of NATIONAL GRID shall be considered null and void from its inception.

8

16.2.    INTERCONNECTION CUSTOMER may upon written notice to NATIONAL
GRID, collaterally assign the AGREEMENT to a lender for collateral security purposes in connection
with the financing or refinancing of the PRODUCTION FACILITY and/or INTERCONNECTION
FACILITY.

16.3.    Any    NATIONAL    GRID-authorized    assignment    shall    not    relieve INTERCONNECTION CUSTOMER of the responsibility of full compliance with the requirements of this AGREEMENT.

16.4. INTERCONNECTION CUSTOMER shall not make any assignment unless and

until its assignee in interest has agreed to undertake the obligations accepted by INTERCONNECTION CUSTOMER herein, and has provided written assurances of continued performance and protection against liability upon assignment; however this provision shall not apply to any collateral assignment pursuant to paragraph 16.2 above.

16.5.    This AGREEMENT shall bind and inure to the benefit of the Parties to this AGREEMENT, their successors and permitted assigns.

17.Waiver

17.1.    No provision of this AGREEMENT may be waived except by mutual agreement of the Parties as expressed in writing and signed by both Parties.

17.2.    No express waiver in any specific instance as provided in a required writing shall be construed as a waiver of future instances unless specifically so provided in the required writing.

17.3.    The failure of either Party to insist in anyone or more instances upon the strict performance of any of the provisions of this AGREEMENT, or to exercise any right herein, shall not be construed as a waiver or relinquishment for the future of such strict performance of such provision or the exercise of such right.

18.Amendment/Modification

18.1.    This AGREEMENT may be amended or modified only if the amendment or modification is in writing and executed by both Parties.

19. Choice of Law/Jurisdiction/Service of Process

19.1.    This AGREEMENT shall be deemed to be executed in the State of New York and shall be interpreted and enforced according to the Laws of the State of New York.

19.2.    The Parties agree to submit to the jurisdiction of the courts in the State of New York for the purposes of interpretation and enforcement of this AGREEMENT; provided, however, that this Article 19 shall not divest an administrative agency of competent jurisdiction from interpreting or enforcing this AGREEMENT.

20.Severability

20.1.    If any term of this AGREEMENT, or the interpretation or application of any term

9

or provision to any prior circumstance, is held to be unenforceable, illegal, or invalid by a court or agency of competent jurisdiction, the remainder of this AGREEMENT, or the interpretation or application of all other terms or provisions to persons or circumstances other than those that are unenforceable, illegal, or invalid, shall not be affected thereby and each term and provision shall be valid and be enforced to the fullest extent permitted by law.

21.Headings

21.1.    The headings in this AGREEMENT are included herein for convenience of reference only and shall not constitute a part of this AGREEMENT for any other purpose, or limit or be used as an aid in construing the provisions of this AGREEMENT.

22.Integration/Merger/Survivability

22.1.    This AGREEMENT sets forth the entire understanding and agreement between the Parties as to the subject matter of this AGREEMENT, and merges and supersedes all prior and contemporaneous understandings or agreements, oral or written, between the Parties as to the subject matter of this AGREEMENT.

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed as of the day and year first above written.

10

Schedule A

Interconnection Diagram

11

12