FERC rendition of the electronically filed tariff records in Docket No.  ER13-1077-001

Filing Data:

CID: C000038

Filing Title: Revised LGIA 1970 between National Grid and Indeck-Yerkes Company Filing Identifier: 701

Type of Filing Code:  Amendment of pending tariff filing (130) Associated Filing Identifier: 681

Tariff Title: NYISO Agreements Tariff ID: 58

Payment Confirmation: N
Suspension Motion:

Tariff Record Data:

Record Content Description: Revised SA 1970

Tariff Record Title: LGIA (SA No. 1970) National Grid and Indeck-Yerkes Record Version Number: 1.0.0

Option Code: A

Tariff Record ID: 123

Tariff Record Collation Value:  7068000

Tariff Record Parent Identifier: 2 Proposed Date: 2012-12-26 Priority Order:  600

Record Change Type:  Change
Record Content Type:  2
Associated Filing Identifier:

New York Independent System Operator First Revised Service Agreement No. 1970

FERC Electric Tariff, Original Volume No. 1

LARGE GENERATOR INTERCONNECTION AGREEMENT WITH

Indeck-Yerkes Limited Partnership and Niagara
Mohawk Power Corporation d/b/a National Grid

Issued by:  Bill Malee, Director, Transmission Commercial Services, National Grid USA for Niagara Mohawk Power Corporation

Issued on:  _________ Effective: _________

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TABLE OF CONTENTS

Sheet No.

ARTICLE 1.   DEFINITIONS........................................ 11

ARTICLE 2.  EFFECTIVE DATE, TERM AND TERMINATION............... 19

2.1 Effective Date......................................... 19

2.2 Term of Agreement..................................... 19

2.3 Termination.......................................... 19

2.4 Termination Costs...................................... 19

2.5 Disconnection......................................... 20

2.6 Survival............................................. 20

ARTICLE 3.   REGULATORY FILINGS................................ 21

3.1 Filing............................................... 21

ARTICLE 4.  SCOPE OF INTERCONNECTION SERVICE................... 21

4.1 Provision of Service..................................... 21

4.2 No Transmission Delivery Service........................... 21

4.3 No Other Services...................................... 21

ARTICLE 5.  INTERCONNECTION FACILITIES ENGINEERING,

PROCUREMENT, AND CONSTRUCTION................... 22

5.1 Options............................................. 22

5.2 General Conditions Applicable to Option to Build................ 23

5.3 Liquidated Damages.................................... 24

5.4 Power System Stabilizers................................. 25

5.5 Equipment Procurement................................. 25

5.6 Construction Commencement............................. 26

5.7 Work Progress........................................ 26

5.8 Information Exchange................................... 26

5.9 Limited Operation..................................... 27

5.10 Developer's Attachment Facilities ("DAF").................... 27

5.11 Transmission Owner's Attachment Facilities Construction......... 28

5.12 Access Rights......................................... 28

5.13 Lands of Other Property Owners........................... 28

5.14 Permits............................................. 29

5.15 Early Construction of Base Case Facilities..................... 29

5.16 Suspension........................................... 29

5.17 Taxes............................................... 29

5.18 Tax Status; Non-Jurisdictional Entities....................... 34

5.19 Modification.......................................... 34

ARTICLE 6. TESTING AND INSPECTION............................. 35

6.1 Pre-Commercial Operation Date Testing and Modifications......... 35

6.2 Post-Commercial Operation Date Testing and Modifications........ 35

6.3 Right to Observe Testing................................. 36

4

6.4 Right to Inspect........................................ 36

ARTICLE 7. METERING.......................................... 36

7.1 General............................................. 36

7.2 Check Meters......................................... 37

7.3 Standards........................................... 37

7.4 Testing of Metering Equipment............................ 37

7.5 Metering Data........................................ 37

ARTICLE 8. COMMUNICATIONS................................... 37

8.1 Developer Obligations................................... 37

8.2 Remote Terminal Unit................................... 37

8.3 No Annexation........................................ 38

ARTICLE 9. OPERATIONS........................................ 38

9.1 General............................................. 38

9.2 NYISO and Transmission Owner Obligations.................. 38

9.3 Developer Obligations................................... 38

9.4 Start-Up and Synchronization............................. 39

9.5 Reactive Power........................................ 39

9.6 Outages and Interruptions................................ 40

9.7 Switching and Tagging Rules.............................. 44

9.8 Use of Attachment Facilities by Third Parties................... 44

9.9 Disturbance Analysis Data Exchange........................ 44

5

ARTICLE 10.   MAINTENANCE...................................... 44

10.1 Transmission Owner Obligations........................... 44

10.2 Developer Obligations................................... 44

10.3 Coordination......................................... 44

10.4 Secondary Systems..................................... 44

10.5 Operating and Maintenance Expenses........................ 44

ARTICLE 11.   PERFORMANCE OBLIGATION.......................... 45

11.1 Developer Attachment Facilities............................ 45

11.2 Transmission Owner's Attachment Facilities................... 45

11.3 System Upgrade Facilities................................ 45

11.4 Special Provisions for Affected Systems....................... 46

11.5 Provision of Security.................................... 46

11.6 Developer Compensation for Emergency Services................ 46

11.7 Line Outage Costs...................................... 46

ARTICLE 12.    INVOICE........................................... 47

12.1 General............................................. 47

12.2 Final Invoice.......................................... 47

12.3 Payment............................................. 47

12.4 Disputes............................................. 47

ARTICLE 13.    EMERGENCIES...................................... 47

13.1 Obligations........................................... 47

13.2 Notice............................................... 47

6

13.3 Immediate Action...................................... 48

13.4 NYISO and Transmission Owner Authority.................... 48

13.5 Developer Authority.................................... 49

13.6 Limited Liability....................................... 49

ARTICLE 14.   REGULATORY REQUIREMENTS AND GOVERNING LAW  ... 49

14.1 Regulatory Requirements................................ 49

14.2 Governing Law........................................ 49

ARTICLE 15.    NOTICES.......................................... 50

15.1 General............................................. 50

15.2 Billings and Payments................................... 50

15.3 Alternative Forms of Notice............................... 50

15.4 Operations and Maintenance Notice......................... 50

ARTICLE 16. FORCE MAJEURE..................................... 50

16.1 Force Majeure........................................ 50

ARTICLE 17. DEFAULT........................................... 51

17.1 Default............................................. 51

ARTICLE 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE... 51

18.1 Indemnity........................................... 51

18.2 No Consequential Damages............................... 52

18.3 Insurance............................................ 53

ARTICLE 19. ASSIGNMENT........................................ 55

19.1 Assignment.......................................... 55

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ARTICLE 20. SEVERABILITY....................................... 55

20.1 Severability.......................................... 55

ARTICLE 21.   COMPARABILITY.................................... 55

21.1 Comparability........................................ 55

ARTICLE 22.  CONFIDENTIALITY................................... 56

22.1 Confidentiality........................................ 56

ARTICLE 23.   ENVIRONMENTAL RELEASES.......................... 59

23.1 Developer and Transmission Owner Notice.................... 59

ARTICLE 24. INFORMATION REQUIREMENT.......................... 59

24.1 Information Acquisition................................. 59

24.2 Information Submission by Transmission..................... 59

24.3 Updated Information Submission by Developer................. 59

24.4 Information Supplementation............................. 60

ARTICLE 25.   INFORMATION ACCESS AND AUDIT RIGHTS.............. 61

25.1 Information Access..................................... 61

25.2 Reporting of Non-Force Majeure Events...................... 61

25.3 Audit Rights.......................................... 61

25.4 Audit Rights Periods.................................... 61

25.5 Audit Results......................................... 62

ARTICLE 26. SUBCONTRACTORS................................... 62

26.1 General............................................. 62

8

26.2 Responsibility of Principal................................ 62

26.3 No Limitation by Insurance............................... 62

ARTICLE 27.   DISPUTES........................................... 62

27.1 Submission........................................... 62

27.2 External Arbitration Procedures............................ 63

27.3 Arbitration Decisions.................................... 63

27.4 Costs............................................... 63

27.5 Termination.......................................... 63

ARTICLE 28. REPRESENTATIONS, WARRANTIES AND COVENANTS........ 63

28.1 General............................................. 63

ARTICLE 29. MISCELLANEOUS..................................... 64

29.1 Binding Effect......................................... 64

29.2 Conflicts............................................ 64

29.3 Rules of Interpretation................................... 65

29.4 Compliance.......................................... 65

29.5 Joint and Several Obligations.............................. 65

29.6 Entire Agreement...................................... 65

29.7 No Third Party Beneficiaries.............................. 65

29.8 Waiver.............................................. 66

29.9 Headings............................................ 66

29.10 Multiple Counterparts................................... 66

29.11 Amendment.......................................... 66

29.12 Modification by the Parties................................ 66

29.13 Reservation of Rights.................................... 66

29.14 No Partnership........................................ 66

29.15 Other Transmission Rights................................ 66

Appendices..................................................... 69

9

LARGE GENERATOR INTERCONNECTION AGREEMENT

THIS LARGE GENERATOR INTERCONNECTION AGREEMENT ("Agreement") is made and entered into this 26th   day of December 2012, by and among Indeck-Yerkes Limited

Partnership ("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 ("Transmission Owner").  Developer or Transmission Owner each may be referred to as a "Party" or collectively referred to as the "Parties."

RECITALS

WHEREAS, NYISO operates the Transmission System and 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 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:

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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 1.0 or Attachment S of the NYISO OATT.

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

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

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 NERC, 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 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

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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 or System
Upgrade Facilities.

Base Case shall mean the base case power flow, short circuit, and stability data bases used for
the Interconnection Studies by NYISO, Transmission Owner or Developer; described in Section

2.3 of the 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.

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

Capacity Resource Interconnection Service (“CRIS”) 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 Deliverability
Interconnection Standard, to enable the New York State Transmission System to deliver electric
capacity from the Large Generating Facility, pursuant to the terms of the NYISO OATT.

Clustering shall mean the process whereby a group of Interconnection Requests is studied together, instead of serially, for the purpose of conducting the Interconnection System Reliability Impact Study.

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 pursuant to Appendix E to this Agreement.

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

Control Area shall mean an electric power system or combination of electric power systems
to which a common automatic generation control scheme is applied in order to: (1) match, at
all times, the power output of the Generators within the electric power system(s) and capacity
and energy purchased from entities outside the electric power system(s), with the Load within
the electric power system(s); (2) maintain scheduled interchange with other Control Areas,
within the limits of Good Utility Practice; (3) maintain the frequency of the electric power

system(s) within reasonable limits in accordance with Good Utility Practice; and (4) provide
sufficient generating capacity to maintain Operating Reserves in accordance with Good Utility

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Practice. A Control Area must be certified by the NPCC.

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, for this agreement, an existing Interconnection Customer further defined as Indeck-Yerkes Limited Partnership.

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

Dispute Resolution shall mean the procedure described in Article 27 of this Agreement for resolution of a dispute between the Parties.

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.

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 this Agreement and the
NYISO OATT.

Engineering & Procurement (E&P) Agreement shall mean an agreement that authorizes

Transmission Owner to begin engineering and procurement of long lead-time items necessary for the establishment of the interconnection in order to advance the implementation of the
Interconnection Request.

Environmental Law shall mean Applicable Laws 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").

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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 of electricity identified in the Interconnection Request, but shall not include the Developer's Attachment Facilities.

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 Transmission Owner, or any Affiliate thereof.

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.

Initial Synchronization Date shall mean the date upon which the Large Generating Facility is initially synchronized and upon which Trial Operation begins.

In-Service Date shall mean the date upon which the Developer reasonably expects it will

be ready to begin use of the Transmission Owner's Attachment Facilities to obtain back feed
power.

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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 Transmission Owner's
Attachment Facilities, and System Upgrade Facilities 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. The scope of the
study is defined in Section 8 of the Standard Large Facility Interconnection Procedures.

Interconnection Facilities Study Agreement shall mean the form of agreement contained in Appendix 4 of the Standard Large Facility Interconnection Procedures for conducting the Interconnection Facilities Study.

Interconnection Feasibility Study shall mean a preliminary evaluation of the system impact and
cost of interconnecting the Large Generating Facility to the New York State Transmission System,
the scope of which is described in Section 6 of the Standard Large Facility Interconnection
Procedures.

Interconnection Feasibility Study Agreement shall mean the form of agreement contained in Appendix 2 of the Standard Large Facility Interconnection Procedures for conducting the Interconnection Feasibility Study.

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
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.

Interconnection Study shall mean any of the following studies: the 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 7 of the 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 and System Upgrade Facilities are needed for the proposed Large
Generation Facility of the Developer to connect reliably to the New York State Transmission System in a manner that meets the NYISO Minimum Interconnection Standard.

Interconnection System Reliability Impact Study Agreement shall mean the form of

agreement contained in Appendix 3 of the Standard Large Facility Interconnection Procedures for conducting the Interconnection System Reliability Impact Study.

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.

15

Loss shall mean any and all losses relating to injury to or death of any person or damage to

property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other
obligations by or to third parties, arising out of or resulting from the Indemnified Party's
performance or non-performance of its obligations under this Agreement on behalf of the
indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the
Indemnified Party.

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.

Minimum Interconnection Standard shall mean the reliability standard that must be met by any Large Generating Facility proposing to connect to the New York State Transmission System. The Standard is designed to ensure reliable access by the proposed project to the New York State
Transmission System. The Standard does not impose any deliverability test or deliverability
requirement on the proposed interconnection.

NERC shall mean the North American Electric Reliability Council or its successor organization.

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.

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.

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

Optional Interconnection Study shall mean a sensitivity analysis based on assumptions specified by the Developer in the Optional Interconnection Study Agreement.

Optional Interconnection Study Agreement shall mean the form of agreement contained in Appendix 5 of the Standard Large Facility Interconnection Procedures for conducting the Optional Interconnection Study.

16

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

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 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.

Queue Position shall mean the order of a valid Interconnection Request, relative to all

other pending valid Interconnection Requests, that is established based upon the date and time of receipt of the valid Interconnection Request by NYISO.

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.

Scoping Meeting shall mean the meeting between representatives of the Developer, NYISO and Transmission Owner conducted for the purpose of discussing alternative interconnection options, to exchange information including any transmission data and earlier study evaluations that would be reasonably expected to impact such interconnection options, to analyze such information, and to determine the potential feasible Points of Interconnection.

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.

Site Control shall mean documentation reasonably demonstrating: (1) ownership of, a leasehold
interest in, or a right to develop a site for the purpose of constructing the Large Generating
Facility; (2) an option to purchase or acquire a leasehold site for such purpose; or (3) an
exclusivity or other business relationship between Developer and the entity having the right to
sell, lease or grant Developer the right to possess or occupy a site for such purpose.

Stand Alone System Upgrade Facilities shall mean System Upgrade Facilities that a Developer
may construct without affecting day-to-day operations of the New York State Transmission
System during their construction. 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.

Standard Large Facility Interconnection Procedures ("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 NYISO OATT.

17

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

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 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.

Transmission Owner shall mean the 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 at the Point of Interconnection, and (iii) is a Party to this Agreement.

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

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.

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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.  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 Transmission Owner ninety (90) Calendar Days advance written notice, or by Transmission Owner notifying FERC after the Large Generating Facility permanently ceases Commercial Operations.

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 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 Transmission Owner's Attachment Facilities
 that have not yet been constructed or installed, the 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 Transmission Owner shall
 deliver such material and equipment, and, if necessary, assign such contracts, to

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Developer as soon as practicable, at Developer's expense. To the extent that Developer has already paid Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts.

If a Developer terminates this Agreement, it shall be responsible for all costs incurred in association with that 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 for which the Transmission Owner has incurred expenses and has not been
reimbursed by the Developer.

2.4.2  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 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 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 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 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
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.

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ARTICLE 3. REGULATORY FILINGS

3.1  Filing.  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 NYISO OATT. If the Developer has executed this Agreement or any
amendment thereto, the Developer shall reasonably cooperate with Transmission Owner
with respect to such filing and to provide any information reasonably requested by
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 CRIS and ERIS 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 Interconnection, consistent with the scheduling requirements of the NYISO 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
NYISO 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 NYISO 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.

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ARTICLE 5. INTERCONNECTION FACILITIES ENGINEERING, PROCUREMENT
 AND CONSTRUCTION

5.1  Options. Unless otherwise mutually agreed to by Developer and 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 for completion of the Transmission Owner's Attachment Facilities and System Upgrade Facilities as set forth in Appendix A hereto, and such dates and selected option shall be set forth in Appendix B hereto.

5.1.1  Standard Option. The Transmission Owner shall design, procure, and

construct the Transmission Owner's Attachment Facilities and System Upgrade
Facilities, using Reasonable Efforts to complete the Transmission Owner's
Attachment Facilities and System Upgrade Facilities by the dates set forth in
Appendix B hereto. The 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
Transmission Owner reasonably expects that it will not be able to complete the
Transmission Owner's Attachment Facilities and System Upgrade Facilities by
the specified dates, the 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

Transmission Owner, the 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 Transmission Owner's Attachment
Facilities by the designated dates. If Transmission Owner subsequently fails to
complete 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 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
Transmission Owner for such Trial Operation; or fails to complete the system
Upgrade Facilities by the Commercial Operation Date, as such dates are
reflected in Appendix B hereto; 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.  If the dates designated by Developer are not acceptable to

Transmission Owner, the Transmission Owner shall so notify the Developer and
NYISO within thirty (30) Calendar Days, and unless the Developer and
Transmission Owner agree otherwise, Developer shall have the option to
assume responsibility for the design, procurement and construction of
Transmission Owner's Attachment Facilities and Stand Alone System Upgrade
Facilities on the dates specified in Article 5.1.2; provided that if an Attachment
Facility or Stand Alone System Upgrade Facility is needed for more than one
Developer's project, Developer's option to build such Facility shall be

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contingent on the agreement of all other affected Developers. NYISO,

Transmission Owner and Developer must agree as to what constitutes Stand Alone System Upgrade Facilities and identify such Stand Alone System
Upgrade Facilities in Appendix 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 Developer elects not to exercise its option under
 Article 5.1.3, Option to Build, Developer shall so notify Transmission Owner
 and NYISO within thirty (30) Calendar Days, and the Developer and
 Transmission Owner shall in good faith attempt to negotiate terms and
 conditions (including revision of the specified dates and liquidated damages, the
 provision of incentives or the procurement and construction of a portion of the
 Transmission Owner's Attachment Facilities and Stand Alone System Upgrade
 Facilities by Developer) pursuant to which Transmission Owner is responsible
 for the design, procurement and construction of the Transmission Owner's
 Attachment Facilities and System Upgrade Facilities. If the two Parties are
 unable to reach agreement on such terms and conditions, Transmission Owner
 shall assume responsibility for the design, procurement and construction of the
 Transmission Owner's Attachment Facilities and System Upgrades Facilities
 pursuant to 5.1.1, Standard Option.

5.2  General Conditions Applicable to Option to Build.  If Developer assumes

responsibility for the design, procurement and construction of the Transmission
Owner's Attachment Facilities and Stand Alone System Upgrade Facilities,

(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 Transmission Owner;

(2)  Developer's engineering, procurement and construction of the Transmission

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

(3 )  Transmission Owner shall review and approve the engineering design,

equipment acceptance tests, and the construction of the Transmission Owner's Attachment Facilities and Stand Alone System Upgrade Facilities;

(4)  Prior to commencement of construction, Developer shall provide to

Transmission Owner and NYISO a schedule for construction of the

Transmission Owner's Attachment Facilities and Stand Alone System Upgrade Facilities, and shall promptly respond to requests for information from
Transmission Owner or NYISO;

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(5) At any time during construction, Transmission Owner shall have the right to

gain unrestricted access to the Transmission Owner's Attachment Facilities and
Stand Alone System Upgrade Facilities and to conduct inspections of the same;

(6)  At any time during construction, should any phase of the engineering,

equipment procurement, or construction of the Transmission Owner's

Attachment Facilities and Stand Alone System Upgrade Facilities not meet the
standards and specifications provided by Transmission Owner, the Developer
shall be obligated to remedy deficiencies in that portion of the Transmission
Owner's Attachment Facilities and Stand Alone System Upgrade Facilities;

(7)  Developer shall indemnify Transmission Owner and NYISO for claims arising

from the Developer's construction of Transmission Owner's Attachment Facilities and Stand Alone System Upgrade Facilities under procedures applicable to Article 18.1 Indemnity;

(8)  Developer shall transfer control of Transmission Owner's Attachment Facilities

and Stand Alone System Upgrade Facilities to the Transmission Owner;

(9)  Unless the Developer and Transmission Owner otherwise agree, Developer

shall  transfer ownership of Transmission Owner's Attachment Facilities and Stand Alone System Upgrade Facilities to Transmission Owner;

(10)  Transmission Owner shall approve and accept for operation and maintenance

the 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

(11)  Developer shall deliver to NYISO and Transmission Owner "as built" drawings,

information, and any other documents that are reasonably required by NYISO

or Transmission Owner to assure that the Attachment Facilities and Stand Alone System Upgrade Facilities are built to the standards and specifications required by Transmission Owner.

5.3  Liquidated Damages.  The actual damages to the Developer, in the event the

Transmission Owner's Attachment Facilities or System Upgrade Facilities are not

completed by the dates designated by the Developer and accepted by the 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 Transmission Owner to the Developer in the event that
Transmission Owner does not complete any portion of the Transmission Owner's

Attachment Facilities or System Upgrade Facilities by the applicable dates, shall be an
amount equal to 1/2 of 1 percent per day of the actual cost of the Transmission Owner's
Attachment Facilities and System Upgrade Facilities, in the aggregate, for which

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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 Transmission Owner Attachment Facilities and System Upgrade Facilities for
which the Transmission Owner has assumed responsibility to design, procure, and
construct. The foregoing payments will be made by the 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 Transmission Owner agree to
them, are the exclusive remedy for the Transmission Owner's failure to meet its
schedule. Further, Transmission Owner shall not pay liquidated damages to Developer if:

(1) Developer is not ready to commence use of the Transmission Owner's Attachment
Facilities or System Upgrade Facilities 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 Transmission Owner's Attachment Facilities or System
Upgrade Facilities 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 Transmission Owner's delay; (2) the 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 Transmission Owner and NYISO, or action or inaction by any other
Party, or any other cause beyond Transmission Owner's reasonable control or reasonable
ability to cure; (3) the Developer has assumed responsibility for the design, procurement
and construction of the Transmission Owner's Attachment Facilities and Stand Alone
System Upgrade Facilities; or (4) the 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.

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 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 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 Transmission

Owner's Attachment Facilities or System Upgrade Facilities is to be borne by the

Transmission Owner, then the Transmission Owner shall commence design of the

Transmission Owner's Attachment Facilities or System Upgrade Facilities and procure
necessary equipment as soon as practicable after all of the following conditions are
satisfied, unless the Developer and Transmission Owner otherwise agree in writing:

5.5.1 NYISO and Transmission Owner have completed the Interconnection Facilities
 Study pursuant to the Interconnection Facilities Study Agreement;

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5.5.2 The NYISO has completed the required cost allocation analyses, and Developer
 has accepted his share of the costs for necessary System Upgrade Facilities in
 accordance with the provisions of Attachment S of the NYISO OATT;

5.5.3 The 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 Transmission Owner in accordance
 with Article 11.5 by the dates specified in Appendix B hereto.

5.6  Construction Commencement.  The Transmission Owner shall commence construction

of the Transmission Owner's Attachment Facilities and System Upgrade Facilities 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 Transmission
 Owner's Attachment Facilities and System Upgrade Facilities;

5.6.3   The 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 Transmission Owner in accordance
 with Article 11.5 by the dates specified in Appendix B hereto.

5.7  Work Progress.  The Developer and 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 Transmission Owner. If, at any time, the Developer determines that the

completion of the Transmission Owner's Attachment Facilities will not be required until after the specified In-Service Date, the Developer will provide written notice to the
Transmission Owner and NYISO of such later date upon which the completion of the Transmission Owner's Attachment Facilities will be required.

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

Developer and Transmission Owner shall exchange information, and provide 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.

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5.9 Limited Operation.  If any of the Transmission Owner's Attachment Facilities or

System Upgrade Facilities 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

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 Transmission Owner's Attachment Facilities or System Upgrade Facilities consistent with Applicable Laws and Regulations, Applicable Reliability Standards, Good Utility Practice, and this
Agreement. 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.

5.10  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 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.
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 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 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 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 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 the Commercial Operation Date, unless the Developer and Transmission
Owner agree on another mutually acceptable deadline, the Developer shall
deliver to the 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,

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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  Transmission Owner's Attachment Facilities Construction.  The 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 Transmission Owner and Developer
agree on another mutually acceptable deadline, the Transmission Owner shall deliver to
the Developer the following "as-built" drawings, information and documents for the
Transmission Owner's Attachment Facilities [include appropriate drawings and relay
diagrams].

The Transmission Owner shall transfer operational control of the 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 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 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 Transmission Owner's Attachment

Facilities and/or System Upgrade Facilities is to be installed on property owned by

persons other than Developer or 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 Transmission Owner's Attachment Facilities and/or System Upgrade Facilities upon such property.

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5.14 Permits.  NYISO, 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, Transmission Owner shall provide permitting assistance to the Developer comparable to that provided to the Transmission Owner's own, or an Affiliate's generation, if any.

5.15  Early Construction of Base Case Facilities.  Developer may request Transmission

Owner to construct, and Transmission Owner shall construct, subject to a binding cost

allocation agreement reached in accordance with Attachment S to the NYISO OATT,

including Section IV.F.12 thereof, using Reasonable Efforts to accommodate Developer's
In-Service Date, all or any portion of any System Upgrade Facilities required for
Developer to be interconnected to the New York State Transmission System which are
included in the Base Case of the Facilities Study 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 Transmission Owner

and NYISO, to suspend at any time all work by Transmission Owner associated with the
construction and installation of Transmission Owner's Attachment Facilities and/or
System Upgrade Facilities 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 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 NYISO OATT including those which Transmission Owner (i) has
incurred pursuant to this Agreement prior to the suspension 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 Transmission Owner cannot reasonably avoid; provided, however, that
prior to canceling or suspending any such material, equipment or labor contract,
Transmission Owner shall obtain Developer's authorization to do so.

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 Transmission Owner required under this Agreement pursuant to this Article 5.16, and has not requested 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
Transmission Owner and NYISO, if no effective date is specified.

5.17 Taxes.

5.17.1    Developer Payments Not Taxable.  The Developer and Transmission

Owner intend that all payments or property transfers made by Developer to
Transmission Owner for the installation of the Transmission Owner's
Attachment Facilities and the System Upgrade Facilities shall be non-taxable,

29

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 Transmission Owner
for the 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 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 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 Transmission Owner's request, Developer shall provide Transmission

Owner with a report from an independent engineer confirming its

representation in clause (iii), above. Transmission Owner represents and

covenants that the cost of the 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 Transmission Owner.  Notwithstanding Article 5.17.1,
Developer shall protect, indemnify and hold harmless Transmission Owner
from the cost consequences of any current tax liability imposed against
Transmission Owner as the result of payments or property transfers made by
Developer to Transmission Owner under this Agreement, as well as any
interest and penalties, other than interest and penalties attributable to any delay caused by Transmission Owner.

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) Transmission Owner has determined, in good
faith, that the payments or property transfers made by Developer to
Transmission Owner should be reported as income subject to taxation or (ii) any
Governmental Authority directs Transmission Owner to report payments or
property as income subject to taxation; provided, however, that Transmission
Owner may require Developer to provide security, in a form reasonably
acceptable to 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

30

under this Article 5.17. Developer shall reimburse 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

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 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 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 Transmission Owner, in addition to the amount
 paid for the Attachment Facilities and System Upgrade Facilities, an amount
 equal to (1) the current taxes imposed on Transmission Owner ("Current
 Taxes") on the excess of (a) the gross income realized by Transmission Owner
 as a result of payments or property transfers made by Developer to
 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 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 Transmission
Owner's composite federal and state tax rates at the time the
payments or property transfers are received and 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 Transmission Owner's anticipated
tax depreciation deductions as a result of such payments or property transfers
by Transmission Owner's current weighted average cost of capital. Thus, the
formula for calculating Developer's liability to Transmission Owner pursuant
to this Article 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross
Income Amount - Present Value of Tax Depreciation))/(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.

5.17.5  Private Letter Ruling or Change or Clarification of Law.  At Developer's

request and expense, 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 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 penalties of perjury that all facts
represented in such request are true and accurate to the best of Developer's

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knowledge. Transmission Owner and Developer shall cooperate in good faith with respect to the submission of such request.

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. 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 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 Transmission Owner retains ownership of
the Attachment Facilities and System Upgrade Facilities, the Developer shall
pay a tax gross-up for the cost consequences of any current tax liability
imposed on 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

Transmission Owner's receipt of payments or property constitutes income that
is subject to taxation, 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, Transmission Owner may appeal, protest, seek
abatement of, or otherwise oppose such determination. Upon Developer's

written request and sole expense, 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. 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 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 Transmission Owner on a periodic basis, as invoiced by
Transmission Owner, Transmission Owner's documented reasonable costs of
prosecuting such appeal, protest, abatement or other contest. At any time during
the contest, Transmission Owner may agree to a settlement either with
Developer's consent or after obtaining written advice from nationally-
recognized tax counsel, selected by 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

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sentence. The settlement amount shall be calculated on a fully grossed-up basis
to cover any related cost consequences of the current tax liability. Any
settlement without Developer's consent or such written advice will relieve
Developer from any obligation to indemnify Transmission Owner for the tax at
issue in the contest.

5.17.8 Refund.  In the event that (a) a private letter ruling is issued to

Transmission Owner which holds that any amount paid or the value of any

property transferred by Developer to 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 Transmission Owner in good faith that any amount paid or the
value of any property transferred by Developer to Transmission Owner under the
terms of this Agreement is not taxable to Transmission Owner, (c) any abatement,
appeal, protest, or other contest results in a determination that any payments or
transfers made by Developer to Transmission Owner are not subject to federal
income tax, or (d) if 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 Transmission Owner pursuant to this Agreement,
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 Transmission Owner for such taxes which 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 Transmission Owner
refunds such payment to Developer, and

(ii) With respect to any such taxes paid by Transmission Owner, any
refund or credit 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 Transmission Owner for such overpayment of taxes
(including any reduction in interest otherwise payable by
Transmission Owner to any Governmental Authority resulting from
an offset or credit); provided, however, that Transmission Owner will
remit such amount promptly to Developer only after and to the extent
that Transmission Owner has received a tax refund, credit or offset
from any Governmental Authority for any applicable overpayment of
income tax related to the Transmission Owner's Attachment
Facilities.

The intent of this provision is to leave both the Developer and 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
hereunder, in the same position they would have been in had no such tax
payments been made.

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5.17.9   Taxes Other Than Income Taxes.  Upon the timely request by Developer, and
 at Developer's sole expense, 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 Transmission Owner under the terms of this
 Agreement. Developer shall pay to Transmission Owner on a periodic basis, as
 invoiced by Transmission Owner, Transmission Owner's documented
 reasonable costs of prosecuting such appeal, protest, abatement, or other
 contest. Developer and 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 deferred, no amount shall be payable by
 Developer to 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 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 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 Transmission Owner may undertake

modifications to its facilities covered by this Agreement. If either the

Developer or 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

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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 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 thirty (30) Calendar Days (or such other time as the Parties may agree), an estimate of any additional modifications to the New York State
Transmission System, Transmission Owner's Attachment Facilities or System Upgrade Facilities necessitated by such Developer modification and a good faith estimate of the costs thereof.

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 Transmission Owner makes to
the Transmission Owner's Attachment Facilities or the New York State
Transmission System to facilitate the interconnection of a third party to the
Transmission Owner's Attachment Facilities or the New York State
Transmission System, or to provide Transmission Service to a third party under
the NYISO OATT, except in accordance with the cost allocation procedures in
Attachment S of the NYISO OATT. Developer shall be responsible for the
costs of any additions, modifications, or replacements to the Developer
Attachment Facilities that may be necessary to maintain or upgrade such
Developer 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 Transmission Owner shall test the Transmission Owner's

Attachment Facilities and System Upgrade Facilities and Developer shall test the Large Generating Facility and the Developer Attachment Facilities to ensure their safe and
reliable operation. Similar testing may be required after initial operation. Developer and 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.

6.2 Post-Commercial Operation Date Testing and Modifications. Developer and

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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 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 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 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.  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 NYISO OATT.

ARTICLE 7. METERING

7.1  General.  Developer and 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 Transmission Owner and NYISO approved meter service provider and
Developer, the 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 Equipment.  Net 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. Transmission Owner shall provide
metering quantities, in analog and/or digital form, as 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

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premises and on its side of the Point of Interconnection, one or more check meters to check 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 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.  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.

7.4  Testing of Metering Equipment.  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, Transmission Owner shall, at
Developer's expense, inspect or test Metering Equipment more frequently than every
two (2) years. Transmission Owner shall give reasonable notice of the time when any
inspection or test shall take place, and Developer 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 Transmission
Owner's failure to maintain, then 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, 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.

7.5  Metering Data.  At Developer's expense, the metered data shall be telemetered to one

or more locations designated by 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 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
Transmission Owner as set forth in Appendix D hereto.  The data circuit(s) shall extend

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from the Large Generating Facility to the location(s) specified by Transmission Owner.
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 Transmission
Owner at Developer's expense, to gather accumulated and instantaneous data to be
telemetered to the location(s) designated by Transmission Owner 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 Transmission Owner  Instantaneous
bi-directional analog  or digital real power and reactive power flow information must be
telemetered directly to the location(s) specified by Transmission Owner.

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.

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 Transmission Owner Obligations.  Transmission Owner and NYISO shall

cause the New York State Transmission System and the 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. Transmission Owner
and NYISO may provide operating instructions to Developer consistent with this
Agreement, NYISO procedures and Transmission Owner's operating protocols and
procedures as they may change from time to time. 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 Attachment Facilities in a safe
and reliable manner and in accordance with this Agreement. Developer shall operate the
Large Generating Facility and the Developer Attachment Facilities in accordance with

38

NYISO and 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 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 Transmission Owner procedures and requirements.

9.5 Reactive Power.

9.5.1  Power Factor Design Criteria.  Developer shall design the Large Generating

Facility to maintain an effective power delivery at demonstrated maximum net capability at the Point of Interconnection at a power factor within the range established by the Transmission Owner on a comparable basis, until NYISO has established different requirements that apply to all generators in the New York Control Area on a comparable basis.

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

The Transmission Owner shall not unreasonably restrict or condition the reactive power production or absorption of the Large Generating Facility in accordance with Good Utility Practice.

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 Transmission Owner's System Operator or the
NYISO. If Developer is unable to maintain the specified voltage or power factor,
it shall promptly notify the Transmission Owner.

9.5.2.1  Governors and Regulators.  Whenever the Large Generating

Facility is operated in parallel with the New York State

Transmission System, the turbine speed governors and automatic

voltage regulators shall be in automatic operation at all times. If the
Large Generating Facility's speed governors or automatic voltage

39

regulators are not capable of such automatic operation, the Developer
shall immediately notify the Transmission Owner 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
ANSUIEEE Standard C37.106, or such other standard as applied to
other generators in the New York Control Area on a comparable basis.

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.

9.6 Outages and Interruptions.

9.6.1 Outages.

9.6.1.1  Outage Authority and Coordination.  Developer and 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 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 Transmission Owner. In all circumstances either Party
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 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 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 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 NYISO

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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 Transmission Owner.

9.6.1.3  Outage Restoration.  If an outage on the Attachment Facilities or

System Upgrade Facilities of the 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 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 Transmission Owner
to perform such activities as are necessary to safely and reliably operate and
maintain the New York State Transmission 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

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 or email 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 Transmission Owner shall notify Developer in advance
regarding the timing of such scheduling and further notify Developer
of the expected duration. NYISO or Transmission Owner shall
coordinate with each other and the Developer using Good Utility
Practice to schedule the interruption or reduction during periods of

41

least impact to the Developer, the 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  Under-Frequency and Over Frequency Conditions.  The New York State

Transmission System is designed to automatically activate a load-shed program as
required by the NPCC 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 NPCC to ensure "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 Transmission Owner in accordance with Good Utility Practice. 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 and over-frequency
conditions, in accordance with Good Utility Practice and with NPCC criteria A-3.

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 Attachment Facilities.

Transmission Owner shall install at Developer's expense any System Protection Facilities that may be required on the Transmission Owner Attachment Facilities or the New York State Transmission System as a result of the interconnection of the Large Generating Facility and Developer Attachment Facilities.

9.6.4.2  The protection facilities of both the Developer and Transmission

Owner shall be designed and coordinated with other systems in
accordance with Good Utility Practice and Applicable Reliability
Standards.

9.6.4.3  The Developer and 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 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

42

causing unnecessary breaker operations and/or the tripping of the Developer's Large Generating Facility.

9.6.4.5  The Developer and Transmission Owner will each test, operate and

maintain System Protection Facilities in accordance with Good Utility Practice and NPCC criteria.

9.6.4.6  Prior to the In-Service Date, and again prior to the Commercial

Operation Date, the Developer and 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 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 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 Transmission Owner. Developer shall be
responsible for protection of the Large Generating Facility and 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

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.

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9.7 Switching and Tagging Rules. The Developer and 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 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 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 Transmission Owner, all third party users, and
Developer, in accordance with Applicable Laws 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.

ARTICLE 10. MAINTENANCE

10.1  Transmission Owner Obligations. 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.

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10.3    Coordination.  The Developer and 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 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 Interconnection Customer and 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 Transmission Owner's facilities and
equipment which may reasonably be expected to impact the other Party. The Developer
and 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 Attachment Facilities; and (2) operation,
maintenance, repair and replacement of Transmission Owner's Attachment Facilities.

ARTICLE 11. PERFORMANCE OBLIGATION

11.1  Developer Attachment Facilities.  Developer shall design, procure, construct,

install, own and/or control the Developer Attachment Facilities described in Appendix A hereto, at its sole expense.

11.2  Transmission Owner's Attachment Facilities.  Transmission Owner shall design,

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

11.3  System Upgrade Facilities.  Transmission Owner shall design, procure, construct,

install, and own the System Upgrade Facilities described in Appendix A hereto. The
responsibility of the Developer for costs related to System Upgrade Facilities shall be
determined in accordance with the provisions of Attachment S to the NYISO OATT.

11.4  Special Provisions for Affected Systems.  For the re-payment of amounts advanced to

Affected System Operator for System Upgrade Facilities, 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 is not to be
allocated in accordance with Attachment S to the NYISO OATT.  The agreement shall

45

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 Transmission
Owner's Attachment Facilities, Developer shall provide Transmission Owner, at
Developer's option, a guarantee, a surety bond, letter of credit or other form of security
that is reasonably acceptable to 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
Transmission Owner's Attachment Facilities, and shall be reduced on a dollar-for-dollar
basis for payments made to 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 Transmission Owner, and contains 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 Transmission Owner and must specify a reasonable expiration
date.

11.5.3 The surety bond must be issued by an insurer reasonably acceptable to
 Transmission Owner and must specify a reasonable expiration date.

11.5.4  Attachment S to the NYISO OATT shall govern the Security that Developer
 provides for System Upgrade Facilities.

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 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 NYISO OATT to the contrary, the
 Transmission Owner may propose to recover line outage costs associated with the
 installation of Transmission Owner's Attachment Facilities or System Upgrade
 Facilities on a case-by-case basis.

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ARTICLE 12. INVOICE

12.1  General.  The Developer and 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 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

Transmission Owner's Attachment Facilities and the System Upgrade Facilities,

Transmission Owner shall provide an invoice of the final cost of the construction of the

Transmission Owner's Attachment Facilities and the System Upgrade Facilities,

determined in accordance with Attachment S to the NYISO 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. Transmission Owner shall
refund to Developer any amount by which the actual payment 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 Transmission Owner and Developer,
 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
 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 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, Transmission Owner shall notify Developer promptly
 when it becomes aware of an Emergency State that affects the 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

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Developer's Attachment Facilities. Developer shall notify NYISO and Transmission Owner promptly when it becomes aware of an Emergency State that affects the Large Generating Facility or the Developer Attachment Facilities that may reasonably be expected to affect the New York State Transmission System or the 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 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.

13.3    Immediate Action.  Unless, in Developer's reasonable judgment, immediate action is

required, Developer shall obtain the consent of Transmission Owner, such consent to not be unreasonably withheld, prior to performing any manual switching operations at the Large Generating Facility or the Developer Attachment Facilities in response to an
Emergency State either declared by NYISO, Transmission Owner or otherwise regarding New York State Transmission System.

13.4  NYISO and Transmission Owner Authority.

13.4.1  General.  NYISO or Transmission Owner may take whatever actions with regard to
 the New York State Transmission System or the 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 Transmission Owner's Attachment Facilities, (iii) limit
 or prevent damage, and (iv) expedite restoration of service.

NYISO and Transmission Owner shall use Reasonable Efforts to minimize the effect
of such actions or inactions on the Large Generating Facility or the Developer
Attachment Facilities. NYISO or 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 Attachment
Facilities. Developer shall comply with all of the NYISO and 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 Transmission Owner may reduce
 CRIS or ERIS or disconnect the Large Generating Facility or the Developer
 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 NYISO pursuant to the NYISO OATT.
 When NYISO or Transmission Owner can schedule the reduction or disconnection
 in advance, NYISO or Transmission Owner shall notify Developer of the reasons,

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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 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 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 Transmission Owner's Attachment Facilities. NYISO and 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 1935 or the Public Utility Regulatory Policies
Act of 1978, as amended.

14.2    Governing Law.

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.

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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.

15.4  Operations and Maintenance Notice.  Developer and 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    Force Majeure.

16.1.1  Economic hardship is not considered a Force Majeure event.

16.1.2  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 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

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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 Default.

17.1.1  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.

17.1.2  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, arising out of or resulting from (i) the 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
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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
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

52

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 Transmission Owner shall each, at its own expense, maintain

in force throughout the period of this Agreement, and until released by the other Parties, the following minimum insurance coverages, with insurers authorized to do business in the state of New York:

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 Insurance including premises and operations,

personal injury, broad form property damage, broad form blanket contractual

liability coverage (including coverage for the contractual indemnification)

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 and a cross liability endorsement, with minimum limits of One Million
Dollars ($1,000,000) per occurrence/One Million Dollars ($1,000,000) 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
 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  Excess Public Liability Insurance over and above the Employers' Liability

Commercial General Liability and Comprehensive Automobile Liability

Insurance coverage, with a minimum combined single limit of Twenty Million
Dollars ($20,000,000) per occurrence/Twenty Million Dollars ($20,000,000)
aggregate.

18.3.5  The Commercial General Liability Insurance, Comprehensive Automobile

Insurance and Excess Public Liability Insurance policies of Developer and

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 insured. 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

53

Group prior to anniversary date of cancellation or any material change in coverage or condition.

18.3.6  The Commercial General Liability Insurance, Comprehensive Automobile

Liability Insurance and Excess Public Liability Insurance policies shall contain

provisions that specify that the policies are primary and shall apply to such extent
without consideration for other policies separately carried and shall state that each
insured is provided coverage as though a separate policy had been issued to each,
except the insurer's liability shall not be increased beyond the amount for which
the insurer would have been liable had only one insured been covered. Developer
and Transmission Owner shall each be responsible for its respective deductibles or
retentions.

18.3.7  The Commercial General Liability Insurance, Comprehensive Automobile

Liability Insurance and Excess Public Liability Insurance policies, if written on a Claims First Made Basis, shall be maintained in full force and effect for two (2) 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 Transmission Owner.

18.3.8  The requirements contained herein as to the types and limits of all insurance to be
 maintained by the Developer and 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.

18.3.9  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) days thereafter, Developer and
 Transmission Owner shall provide certification of all insurance required in this
 Agreement, executed by each insurer or by an authorized representative of each
 insurer.

18.3.10  Notwithstanding the foregoing, Developer and Transmission Owner may each
 self-insure to meet the minimum insurance requirements of Articles 18.3.2
 through 18.3.8 to the extent it maintains a self-insurance program; provided that,
 such Party's senior secured 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 18.3.2 through 18.3.8. For any period of time
 that a Party's senior secured 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 18.3.2
through 18.3.9. In the event that a Party is permitted to self-insure pursuant to
this Article 18.3.10, 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 Article 18.3.9.

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

ARTICLE 19. ASSIGNMENT

19.1  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 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 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 and Transmission Owner of the date and particulars of any such
exercise of assignment right(s) and will provide the and 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

20.1  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.

ARTICLE 21. COMPARABILITY

21.1  Comparability.  The Parties will comply with all applicable comparability and code of

conduct laws, rules and regulations, as amended from time to time.

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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.

22.1.1 Term.  During the term of this Agreement, and for a period of three (3) years
 after the expiration or termination of this Agreement, except as otherwise
 provided in this Article 22, each Party shall hold in confidence and shall not
 disclose to any person Confidential Information.

22.1.2 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 NYISO OATT.

22.1.3  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 22.1.8 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 designated the
information as confidential notifies the other Party that it no longer is
confidential.

22.1.4    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,

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consultants, or to parties who may be or 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.

22.1.5  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.

22.1.6    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.

22.1.7  Standard of Care.  Each Party shall use at least the same standard of care to