Service Agreement No. 1702

This

STANDARD LARGE GENERATOR
INTERCONNECTION AGREEMENT

has been superseded by an Amended and Restated version
 and relocated within the Agreements Tariff

Service Agreement No. 1702

STANDARD LARGE GENERATOR
INTERCONNECTION AGREEMENT

AMONG THE

NEW YORK INDEPENDENT SYSTEM OPERATOR, INC.,
NEW YORK STATE ELECTRIC & GAS CORPORATION
 AND

HOWARD WIND, LLC

Dated as of February 11, 2011

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Service Agreement No. 1702

TABLE OF CONTENTS

Page No.

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

ARTICLE 2. EFFECTIVE DATE, TERM AND TERMINATION................12

2.1 Effective Date...........................................12

2.2 Term of Agreement.......................................12

2.3 Termination............................................12

2.4 Termination Costs.......................................12

2.5 Disconnection...........................................13

2.6 Survival...............................................13

ARTICLE 3. REGULATORY FILINGS..................................14

3.1 Filing................................................14

ARTICLE 4. SCOPE OF INTERCONNECTION SERVICE....................14

4.1 Provision of Service......................................14

4.2 No Transmission Delivery Service.............................14

4.3 No Other Services........................................15

ARTICLE 5. INTERCONNECTION FACILITIES ENGINEERING, PROCUREMENT,

AND CONSTRUCTION.............................................15

5.1 Options...............................................15

5.2 General Conditions Applicable to Option to Build.................17

5.3 Liquidated Damages......................................18

5.4 Power System Stabilizers...................................19

5.5 Equipment Procurement...................................19

5.6 Construction Commencement...............................20

5.7 Work Progress..........................................21

5.8 Information Exchange.....................................21

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5.9 Limited Operation.......................................21

5.10 Developer’s Attachment Facilities (“DAF”)......................21

5.11 Connecting Transmission Owner’s Attachment Facilities Construction...22

5.12 Access Rights...........................................23

5.13 Lands of Other Property Owners.............................23

5.14 Permits...............................................23

5.15 Early Construction of Base Case Facilities.......................23

5.16 Suspension.............................................24

5.17 Taxes................................................24

5.18 Tax Status; Non-Jurisdictional Entities.........................30

5.19 Modification...........................................30

ARTICLE 6. TESTING AND INSPECTION...............................31

6.1 Pre-Commercial Operation Date Testing and Modifications..........31

6.2 Post-Commercial Operation Date Testing and Modifications..........32

6.3 Right to Observe Testing...................................32

6.4 Right to Inspect.........................................32

ARTICLE 7. METERING............................................32

7.1 General...............................................32

7.2 Check Meters...........................................33

7.3 Standards.............................................33

7.4 Testing of Metering Equipment..............................33

7.5 Metering Data..........................................34

ARTICLE 8. COMMUNICATIONS.....................................34

8.1 Developer Obligations.....................................34

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8.2 Remote Terminal Unit.....................................34

8.3 No Annexation..........................................35

ARTICLE 9. OPERATIONS..........................................35

9.1 General...............................................35

9.2 NYISO and Connecting Transmission Owner Obligations............35

9.3 Developer Obligations.....................................35

9.4 Start-Up and Synchronization...............................35

9.5 Real and Reactive Power Control.............................36

9.6 Outages and Interruptions..................................37

9.7 Switching and Tagging Rules................................41

9.8 Use of Attachment Facilities by Third Parties.....................41

9.9 Disturbance Analysis Data Exchange..........................42

ARTICLE 10. MAINTENANCE.......................................42

10.1 Connecting Transmission Owner Obligations.....................42

10.2 Developer Obligations.....................................42

10.3 Coordination...........................................42

10.4 Secondary Systems.......................................42

10.5 Operating and Maintenance Expenses..........................43

ARTICLE 11. PERFORMANCE OBLIGATION............................43

11.1 Developer Attachment Facilities..............................43

11.2 Connecting Transmission Owner’s Attachment Facilities............43

11.3 System Upgrade Facilities and System Deliverability Upgrades........43

11.4 Special Provisions for Affected Systems.........................43

11.5 Provision of Security......................................44

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11.6 Developer Compensation for Emergency Services..................44

11.7 Line Outage Costs........................................44

ARTICLE 12. INVOICE.............................................45

12.1 General...............................................45

12.2 Final Invoice...........................................45

12.3 Payment..............................................45

12.4 Disputes...............................................45

ARTICLE 13. EMERGENCIES........................................46

13.1 Obligations............................................46

13.2 Notice................................................46

13.3 Immediate Action........................................46

13.4 NYISO and Connecting Transmission Owner Authority.............46

13.5 Developer Authority......................................47

13.6 Limited Liability........................................48

ARTICLE 14. REGULATORY REQUIREMENTS AND GOVERNING LAW.......48

14.1 Regulatory Requirements..................................48

14.2 Governing Law..........................................48

ARTICLE 15. NOTICES.............................................48

15.1 General...............................................48

15.2 Billings and Payments.....................................49

15.3 Alternative Forms of Notice.................................49

15.4 Operations and Maintenance Notice...........................49

ARTICLE 16. FORCE MAJEURE......................................49

16.1 Force Majeure..........................................49

ARTICLE 17. DEFAULT............................................50

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17.1 Default...............................................50

ARTICLE 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE....50

18.1 Indemnity.............................................50

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

18.3 Insurance..............................................52

ARTICLE 19. ASSIGNMENT.........................................54

19.1 Assignment............................................54

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

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

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

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

ARTICLE 22. CONFIDENTIALITY....................................55

22.1 Confidentiality..........................................55

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

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

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

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

24.2 Information Submission by Connecting Transmission Owner.........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

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

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

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

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

ARTICLE 27. DISPUTES............................................63

27.1 Submission............................................63

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

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

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

27.5 Termination............................................64

ARTICLE 28. REPRESENTATIONS, WARRANTIES AND COVENANTS.........64

28.1 General...............................................64

ARTICLE 29. MISCELLANEOUS......................................65

29.1 Binding Effect..........................................65

29.2 Conflicts..............................................65

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

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

29.5 Joint and Several Obligations................................66

29.6 Entire Agreement........................................66

29.7 No Third Party Beneficiaries................................66

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

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

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

29.11 Amendment............................................67

29.12 Modification by the Parties.................................67

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29.13 Reservation of Rights.....................................67

29.14 No Partnership..........................................67

29.15 Other Transmission Rights.................................67

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

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Service Agreement No. 1702

STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT

THIS STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT
(“Agreement”) is made and entered into this 11th day of February 2011, by and among Howard
Wind, LLC, a limited liability corporation organized and existing under the laws of the State of
New York (“Developer” or “Howard Wind”) with a Large Generating Facility), the New York
Independent System Operator, Inc., a not-for-profit corporation organized and existing under the
laws of the State of New York (“NYISO”), and the New York State Electric & Gas Corporation,
a corporation organized and existing under the laws of the State of New York (“Connecting

Transmission Owner”).  Developer, the NYISO, or Connecting 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 Connecting Transmission Owner owns certain facilities included in the Transmission System; and

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

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

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

ARTICLE 1.  DEFINITIONS

Whenever used in this Agreement with initial capitalization, the following terms shall
have the meanings specified in this Article 1.  Terms used in this Agreement with initial
capitalization that are not defined in this Article 1 shall have the meanings specified in Section

30.1.0 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 Connecting Transmission Owner that may be affected by the proposed interconnection.

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

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Affected Transmission Owner shall mean the New York public utility or authority (or its designated agent) other than the Connecting Transmission Owner that (i) owns facilities used for the transmission of Energy in interstate commerce and provides Transmission Service under the Tariff, and (ii) owns, leases or otherwise possesses an interest in a portion of the New York State Transmission System where System Deliverability Upgrades or System Upgrade Facilities are installed pursuant to Attachment X and Attachment S of the Tariff.

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 Connecting Transmission Owner’s Attachment

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

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Base Case shall mean the base case power flow, short circuit, and stability data bases

used for the Interconnection Studies by NYISO, Connecting Transmission Owner or Developer; described in Section 30.2.3 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.

Byway shall mean all transmission facilities comprising the New York State

Transmission System that are neither Highways nor Other Interfaces.  All transmission facilities in Zone J and Zone K are Byways.

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

Capacity Region shall mean one of three subsets of the Installed Capacity statewide

markets comprised of Rest of State (Zones A through I), Long Island (Zone K), and New York City (Zone J).

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 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.

Class Year Deliverability Study shall mean an assessment, conducted by the NYISO staff in cooperation with Market Participants, to determine the System Deliverability Upgrades required for each generation and merchant transmission project included in the Class Year Interconnection Facilities Study to interconnect to the New York State Transmission System in compliance with the NYISO Deliverability Interconnection Standard.

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.

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

Commercial Operation Date of a unit shall mean the date on which the Large

Generating Facility commences Commercial Operation as agreed to by the Parties pursuant to Appendix E to this Agreement.

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

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

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

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 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.

Deliverability Interconnection Standard shall mean the standard that must be met by
any Large Generating Facility proposing to interconnect to the New York State Transmission
System and become a qualified Installed Capacity Supplier.  To meet the NYISO Deliverability

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Interconnection Standard, the Developer of the proposed Large Generating Facility must, in
accordance with the rules in Attachment S to the NYISO OATT, fund or commit to fund the
System Deliverability Upgrades identified for its project in the Class Year Deliverability Study.

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

Developer’s Attachment Facilities shall mean all facilities and equipment, as identified in Appendix A of this Agreement, that are located between the Large Generating Facility and the Point of Change of Ownership, including any modification, addition, or upgrades to such
facilities and equipment necessary to physically and electrically interconnect the Large
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 in accordance with the NYISO Minimum Interconnection Standard to enable the New York State Transmission System to receive Energy and Ancillary Services from the Large Generating Facility, pursuant to the terms of the NYISO OATT.

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

authorizes Connecting Transmission Owner to begin engineering and procurement of long leadtime 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.

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Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C.  §§ 791a

et seq. (“FPA”).

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

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

Generating Facility shall mean Developer’s device for the production 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, Affected Transmission Owner, Connecting 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,”

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“hazardous constituents,” “restricted hazardous materials,” “extremely hazardous substances,” “toxic substances,” “radioactive substances,” “contaminants,” “pollutants,” “toxic pollutants” or words of similar meaning and regulatory effect under any applicable Environmental Law, or any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any applicable Environmental Law.

Highway shall mean 115 kV and higher transmission facilities that comprise the

following NYCA interfaces: Dysinger East, West Central, Volney East, Moses South, Central
East/Total East, UPNY, SENY and UPNY ConEd, and their immediately connected, in series,
Bulk Power System facilities in New York State.  Each interface shall be evaluated to determine
additional “in series” facilities, defined as any transmission facility higher than 115 kV that (a) is
located in an upstream or downstream zone adjacent to the interface and (b) has a power transfer
distribution factor (DFAX) equal to or greater than five percent when the aggregate of generation
in zones or systems adjacent to the upstream zone or zones which define the interface is shifted
to the aggregate of generation in zones or systems adjacent to the downstream zone or zones

which define the interface.  In determining “in series” facilities for Dysinger East and West

Central interfaces, the 115 kV and 230 kV tie lines between NYCA and PJM located in LBMP Zones A and B shall not participate in the transfer.  Highway transmission facilities are listed in ISO Procedures.

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

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

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

30.8 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

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Service Agreement No. 1702

Transmission System, the scope of which is described in Section 30.6 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 30.7 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.

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.

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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.

Other Interfaces shall mean interfaces into New York capacity regions, Zone J and Zone K, and external ties into the New York Control Area.

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Service Agreement No. 1702

Party or Parties shall mean NYISO, Connecting 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 Connecting
Transmission Owner’s Attachment Facilities.

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

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 Connecting 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.  NYISO, the Connecting Transmission Owner and the Developer must agree as to what constitutes Stand Alone System Upgrade Facilities and identify them in Appendix A to this Agreement.

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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.

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 Deliverability Upgrades shall mean the least costly configuration of

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

System Protection Facilities shall mean the equipment, including necessary protection
signal communications equipment, required to (1) protect the New York State Transmission
System from faults or other electrical disturbances occurring at the Large Generating Facility and

(2) protect the Large Generating Facility from faults or other electrical system disturbances
occurring on the New York State Transmission System or on other delivery systems or other
generating systems to which the New York State Transmission System is directly connected.

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

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

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

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

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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. The NYISO and Connecting Transmission Owner shall promptly file this Agreement with FERC upon execution in accordance with Article 3.1.

2.2  Term of Agreement.  Subject to the provisions of Article 2.3, this Agreement shall

remain in effect for a period of twenty one  (21) 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 the NYISO and Connecting Transmission Owner ninety (90) Calendar
 Days advance written notice, or by the NYISO and Connecting 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 Connecting Transmission Owner’s Attachment
 Facilities that have not yet been constructed or installed, the Connecting
 Transmission Owner shall to the extent possible and with Developer’s

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

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

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

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

2.5  Disconnection.  Upon termination of this Agreement, Developer and Connecting

Transmission Owner will take all appropriate steps to disconnect the Developer’s Large
Generating Facility from the New York State Transmission System.  All costs required to
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

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

ARTICLE 3.  REGULATORY FILINGS

3.1  Filing.  NYISO and Connecting Transmission Owner shall file this Agreement (and any

amendment hereto) with the appropriate Governmental Authority, if required.  Any

information related to studies for interconnection asserted by Developer to contain

Confidential Information shall be treated in accordance with Article 22 of this Agreement and Attachment F to the NYISO OATT.  If the Developer has executed this Agreement, or any amendment thereto, the Developer shall reasonably cooperate with NYISO and Connecting Transmission Owner with respect to such filing and to provide any
information reasonably requested by NYISO and Connecting Transmission Owner
needed to comply with Applicable Laws and Regulations.

ARTICLE 4.  SCOPE OF INTERCONNECTION SERVICE

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

following type for the term of this Agreement.

4.1.1   Product.  NYISO will provide Energy Resource Interconnection Service and
 Capacity Resource Interconnection Service to Developer at the Point of
 Interconnection.

4.1.2   Developer is responsible for ensuring that its actual Large Generating Facility
 output matches the scheduled delivery from the Large Generating Facility to the
 New York State Transmission System, consistent with the scheduling
 requirements of the NYISO’s FERC-approved market structure, including
 ramping into and out of such scheduled delivery, as measured at the Point of
 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.

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4.3  No Other Services.  The execution of this Agreement does not constitute a request for,

nor agreement  to provide Energy, any Ancillary Services or Installed Capacity under the
NYISO Market Administration and Control Area Services Tariff (“Services Tariff”).  If
Developer wishes to supply Energy, Installed Capacity or Ancillary Services, then
Developer will make application to do so in accordance with the NYISO Services Tariff.

ARTICLE 5.  INTERCONNECTION FACILITIES ENGINEERING, PROCUREMENT,
 AND CONSTRUCTION

5.1  Options.  Unless otherwise mutually agreed to by Developer and Connecting

Transmission Owner, Developer shall select the In-Service Date, Initial Synchronization
Date, and Commercial Operation Date; and either Standard Option or Alternate Option
set forth below for completion of the Connecting Transmission Owner’s Attachment
Facilities and System Upgrade Facilities and System Deliverability Upgrades 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 Connecting Transmission Owner shall design, procure,
 and construct the Connecting Transmission Owner’s Attachment Facilities and
 System Upgrade Facilities and System Deliverability Upgrades, using Reasonable
 Efforts to complete the Connecting Transmission Owner’s Attachment Facilities
 and System Upgrade Facilities and System Deliverability Upgrades by the dates
 set forth in Appendix B hereto.  The Connecting Transmission Owner shall not be
 required to undertake any action which is inconsistent with its standard safety
 practices, its material and equipment specifications, its design criteria and
 construction procedures, its labor agreements, and Applicable Laws and
 Regulations.  In the event the Connecting Transmission Owner reasonably
 expects that it will not be able to complete the Connecting Transmission Owner’s
 Attachment Facilities and System Upgrade Facilities and System Deliverability
 Upgrades by the specified dates, the Connecting Transmission Owner shall
 promptly provide written notice to the Developer and NYISO, and shall undertake
 Reasonable Efforts to meet the earliest dates thereafter.

5.1.2   Alternate Option.  If the dates designated by Developer are acceptable to

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

If Connecting Transmission Owner subsequently fails to complete Connecting

Transmission Owner’s Attachment Facilities by the In-Service Date, to the extent
necessary to provide back feed power; or fails to complete System Upgrade
Facilities or System Deliverability Upgrades by the Initial Synchronization Date

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

5.1.3   Option to Build.  If the dates designated by Developer are not acceptable to

Connecting Transmission Owner, the Connecting Transmission Owner shall so

notify the Developer and NYISO within thirty (30) Calendar Days, and unless the
Developer and Connecting Transmission Owner agree otherwise, Developer shall
have the option to assume responsibility for the design, procurement and
construction of Connecting Transmission Owner’s Attachment Facilities and
Stand Alone System Upgrade Facilities on the dates specified in Article 5.1.2;
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 contingent on the agreement of all other affected Developers.
NYISO, Connecting 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 Connecting Transmission
Owner and NYISO within thirty (30) Calendar Days, and the Developer and
Connecting 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
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System
Upgrade Facilities by Developer) pursuant to which Connecting Transmission
Owner is responsible for the design, procurement and construction of the
Connecting Transmission Owner’s Attachment Facilities and System Upgrade
Facilities and System Deliverability Upgrades.  If the two Parties are unable to
reach agreement on such terms and conditions, Connecting Transmission Owner
shall assume responsibility for the design, procurement and construction of the
Connecting Transmission Owner’s Attachment Facilities and System Upgrades
Facilities and System Deliverability Upgrades pursuant to 5.1.1, Standard Option.

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

responsibility for the design, procurement and construction of the Connecting

Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities,

(1)  Developer shall engineer, procure equipment, and construct the Connecting

Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Connecting Transmission Owner;

(2)  Developer’s engineering, procurement and construction of the Connecting

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

(3)  Connecting Transmission Owner shall review and approve the engineering

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

(4)  Prior to commencement of construction, Developer shall provide to Connecting
Transmission Owner and NYISO a schedule for construction of the Connecting
Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities,
and shall promptly respond to requests for information from Connecting Transmission
Owner or NYISO;

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

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

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

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(8) Developer shall transfer control of Connecting Transmission Owner’s Attachment

Facilities and Stand Alone System Upgrade Facilities to the Connecting Transmission

Owner;

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

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

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

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

Transmission Owner’s Attachment Facilities or System Upgrade Facilities or System

Deliverability Upgrades are not completed by the dates designated by the Developer and
accepted by the Connecting Transmission Owner pursuant to subparagraphs 5.1.2 or

5.1.4, above, may include Developer’s fixed operation and maintenance costs and lost

opportunity costs.  Such actual damages are uncertain and impossible to determine at this
time.  Because of such uncertainty, any liquidated damages paid by the Connecting
Transmission Owner to the Developer in the event that Connecting Transmission Owner
does not complete any portion of the Connecting Transmission Owner’s Attachment
Facilities or System Upgrade Facilities or System Deliverability Upgrades by the
applicable dates, shall be an amount equal to 1/2 of 1 percent per day of the actual cost of
the Connecting Transmission Owner’s Attachment Facilities and System Upgrade
Facilities and System Deliverability Upgrades, in the aggregate, for which Connecting
Transmission Owner has assumed responsibility to design, procure and construct.

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

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damages, when the Developer and Connecting Transmission Owner agree to them, are
the exclusive remedy for the Connecting Transmission Owner’s failure to meet its
schedule.

Further, Connecting Transmission Owner shall not pay liquidated damages to Developer
if: (1) Developer is not ready to commence use of the Connecting Transmission Owner’s
Attachment Facilities or System Upgrade Facilities or System Deliverability Upgrades to
take the delivery of power for the Developer’s Large Generating Facility’s Trial
Operation or to export power from the Developer’s Large Generating Facility on the
specified dates, unless the Developer would have been able to commence use of the
Connecting Transmission Owner’s Attachment Facilities or System Upgrade Facilities or
System Deliverability Upgrades to take the delivery of power for Developer’s Large
Generating Facility’s Trial Operation or to export power from the Developer’s Large
Generating Facility, but for Connecting Transmission Owner’s delay; (2) the Connecting
Transmission Owner’s failure to meet the specified dates is the result of the action or
inaction of the Developer or any other Developer who has entered into a Standard Large
Generator Interconnection Agreement with the Connecting Transmission Owner and
NYISO, or action or inaction by any other Party, or any other cause beyond Connecting
Transmission Owner’s reasonable control or reasonable ability to cure; (3) the Developer
has assumed responsibility for the design, procurement and construction of the
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System
Upgrade Facilities; or (4) the Connecting Transmission Owner and Developer have
otherwise agreed.

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

5.4  Power System Stabilizers.  The Developer shall procure, install, maintain and operate

Power System Stabilizers in accordance with the requirements identified in the

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

5.5  Equipment Procurement.  If responsibility for construction of the Connecting

Transmission Owner’s Attachment Facilities or System Upgrade Facilities or System

Deliverability Upgrades is to be borne by the Connecting Transmission Owner, then the
Connecting Transmission Owner shall commence design of the Connecting Transmission
Owner’s Attachment Facilities or System Upgrade Facilities or System Deliverability
Upgrades and procure necessary equipment as soon as practicable after all of the

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following conditions are satisfied, unless the Developer and Connecting Transmission Owner otherwise agree in writing:

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

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

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

5.5.4  The Developer has provided security to the Connecting Transmission Owner in accordance with Article 11.5 by the dates specified in Appendix B hereto.

5.6  Construction Commencement.  The Connecting Transmission Owner shall commence

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

5.6.1   Approval of the appropriate Governmental Authority has been obtained for any
 facilities requiring regulatory approval;

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

5.6.3   The Connecting Transmission Owner has received written authorization to

proceed with construction from the Developer by the date specified in Appendix B hereto; and

5.6.4   The Developer has provided security to the Connecting Transmission Owner in
 accordance with Article 11.5 by the dates specified in Appendix B hereto.

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5.7  Work Progress.  The Developer and Connecting Transmission Owner will keep each

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

NYISO of such later date upon which the completion of the Connecting Transmission Owner’s Attachment Facilities will be required.

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

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

5.9  Limited Operation.  If any of the Connecting Transmission Owner’s Attachment

Facilities or System Upgrade Facilities or System Deliverability Upgrades are not

reasonably expected to be completed prior to the Commercial Operation Date of the

Developer’s Large Generating Facility, NYISO shall, upon the request and at the expense of Developer, in conjunction with the Connecting Transmission Owner, perform
operating studies on a timely basis to determine the extent to which the Developer’s
Large Generating Facility and the Developer’s Attachment Facilities may operate prior to the completion of the Connecting Transmission Owner’s Attachment Facilities or System Upgrade Facilities or System Deliverability Upgrades consistent with Applicable Laws and Regulations, Applicable Reliability Standards, Good Utility Practice, and this
Agreement.  Connecting Transmission Owner and NYISO shall permit Developer to
operate the Developer’s Large Generating Facility and the Developer’s Attachment
Facilities in accordance with the results of such studies.

5.10  Developer’s Attachment Facilities (“DAF”).  Developer shall, at its expense, design,
 procure, construct, own and install the DAF, as set forth in Appendix A hereto.

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

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submission.  All specifications provided hereunder shall be deemed to be Confidential Information.

5.10.2 No Warranty.  The review of Developer’s final specifications by Connecting

Transmission Owner and NYISO shall not be construed as confirming, endorsing,
or providing a warranty as to the design, fitness, safety, durability or reliability of
the Large Generating Facility, or the DAF.  Developer shall make such changes to
the DAF as may reasonably be required by Connecting Transmission Owner or
NYISO, in accordance with Good Utility Practice, to ensure that the DAF are
compatible with the technical specifications, operational control, and safety
requirements of the Connecting Transmission Owner and NYISO.

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

with Good Utility Practice.  Within one hundred twenty (120) Calendar Days after
the Commercial Operation Date, unless the Developer and Connecting
Transmission Owner agree on another mutually acceptable deadline, the
Developer shall deliver to the Connecting Transmission Owner and NYISO “as-
built” drawings, information and documents for the DAF, such as: a one-line
diagram, a site plan showing the Large Generating Facility and the DAF, plan and
elevation drawings showing the layout of the DAF, a relay functional diagram,
relaying AC and DC schematic wiring diagrams and relay settings for all facilities
associated with the Developer’s step-up transformers, the facilities connecting the
Large Generating Facility to the step-up transformers and the DAF, and the
impedances (determined by factory tests) for the associated step-up transformers
and the Large Generating Facility.  The Developer shall provide to, and
coordinate with, Connecting Transmission Owner and NYISO with respect to
proposed specifications for the excitation system, automatic voltage regulator,
Large Generating Facility control and protection settings, transformer tap settings,
and communications, if applicable.

5.11  Connecting Transmission Owner’s Attachment Facilities Construction.  The

Connecting Transmission Owner’s Attachment Facilities shall be designed and

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

The Connecting Transmission Owner shall not transfer operational control of the Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities to the NYISO upon completion of such facilities.

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5.12  Access Rights.  Upon reasonable notice and supervision by the Granting Party, and

subject to any required or necessary regulatory approvals, either the Connecting

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

5.13  Lands of Other Property Owners.  If any part of the Connecting Transmission Owner’s

Attachment Facilities and/or System Upgrade Facilities and/or System Deliverability
Upgrades is to be installed on property owned by persons other than Developer or
Connecting Transmission Owner, the Connecting Transmission Owner shall at
Developer’s expense use efforts, similar in nature and extent to those that it typically
undertakes for its own or affiliated generation, including use of its eminent domain
authority, and to the extent consistent with state law, to procure from such persons any
rights of use, licenses, rights of way and easements that are necessary to construct,
operate, maintain, test, inspect, replace or remove the Connecting Transmission Owner’s
Attachment Facilities and/or System Upgrade Facilities and/or System Deliverability
Upgrades upon such property.

5.14  Permits.  NYISO, Connecting Transmission Owner and the Developer shall cooperate

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

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

Transmission Owner to construct, and Connecting Transmission Owner shall construct,
subject to a binding cost allocation agreement reached in accordance with Attachment S
to the NYISO OATT, including Section 25.8.7 thereof, using Reasonable Efforts to
accommodate Developer’s In-Service Date, all or any portion of any System Upgrade
Facilities or System Deliverability Upgrades required for Developer to be interconnected

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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 Connecting

Transmission Owner and NYISO, to suspend at any time all work by Connecting

Transmission Owner associated with the construction and installation of Connecting
Transmission Owner’s Attachment Facilities and/or System Upgrade Facilities and/or
System Deliverability Upgrades required for only that Developer under this Agreement
with the condition that the New York State Transmission System shall be left in a safe
and reliable condition in accordance with Good Utility Practice and the safety and
reliability criteria of Connecting Transmission Owner and NYISO.  In such event,
Developer shall be responsible for all reasonable and necessary costs and/or obligations
in accordance with Attachment S to the NYISO OATT including those which Connecting
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 Connecting Transmission Owner cannot reasonably
avoid; provided, however, that prior to canceling or suspending any such material,
equipment or labor contract, Connecting Transmission Owner shall obtain Developer’s
authorization to do so.

Connecting Transmission Owner shall invoice Developer for such costs pursuant to
Article 12 and shall use due diligence to minimize its costs.  In the event Developer
suspends work by Connecting Transmission Owner required under this Agreement
pursuant to this Article 5.16, and has not requested Connecting Transmission Owner to
recommence the work required under this Agreement on or before the expiration of three

(3) years following commencement of such suspension, this Agreement shall be deemed terminated.  The three-year period shall begin on the date the suspension is requested, or the date of the written notice to Connecting Transmission Owner and NYISO, if no
effective date is specified.

5.17  Taxes.

5.17.1 Developer Payments Not Taxable.  The Developer and Connecting

Transmission Owner intend that all payments or property transfers made by

Developer to Connecting Transmission Owner for the installation of the

Connecting Transmission Owner’s Attachment Facilities and the System Upgrade
Facilities  and the System Deliverability Upgrades shall be non-taxable, either as
contributions to capital, or as an advance, in accordance with the Internal Revenue
Code and any applicable state income tax laws and shall not be taxable as

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contributions in aid of construction or otherwise under the Internal Revenue Code and any applicable state income tax laws.

5.17.2 Representations and Covenants.  In accordance with IRS Notice 2001-82 and
 IRS Notice 88-129, Developer represents and covenants that (i) ownership of the
 electricity generated at the Large Generating Facility will pass to another party
 prior to the transmission of the electricity on the New York State Transmission
 System, (ii) for income tax purposes, the amount of any payments and the cost of
 any property transferred to the Connecting Transmission Owner for the
 Connecting Transmission Owner’s Attachment Facilities will be capitalized by
 Developer as an intangible asset and recovered using the straight-line method
 over a useful life of twenty (20) years, and (iii) any portion of the Connecting
 Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within
 the meaning of IRS Notice 88-129, is reasonably expected to carry only a de
 minimis amount of electricity in the direction of the Large Generating Facility.
 For this purpose, “de minimis amount” means no more than 5 percent of the total
 power flows in both directions, calculated in accordance with the “5 percent test”
 set forth in IRS Notice 88-129.  This is not intended to be an exclusive list of the
 relevant conditions that must be met to conform to IRS requirements for non-
 taxable treatment.

At Connecting Transmission Owner’s request, Developer shall provide

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

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

Connecting Transmission Owner shall not include a gross-up for the cost
consequences of any current tax liability in the amounts it charges
Developer under this Agreement unless (i) Connecting Transmission
Owner has determined, in good faith, that the payments or property
transfers made by Developer to Connecting Transmission Owner should
be reported as income subject to taxation or (ii) any Governmental
Authority directs Connecting Transmission Owner to report payments or

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property as income subject to taxation; provided, however, that

Connecting Transmission Owner may require Developer to provide
security, in a form reasonably acceptable to Connecting Transmission
Owner (such as a parental guarantee or a letter of credit), in an amount
equal to the cost consequences of any current tax liability under this
Article 5.17.  Developer shall reimburse Connecting Transmission Owner
for such costs on a fully grossed-up basis, in accordance with Article

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

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

5.17.

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

For this purpose, (i) Current Taxes shall be computed based on

Connecting Transmission Owner’s composite federal and state tax rates at
the time the payments or property transfers are received and Connecting
Transmission Owner will be treated as being subject to tax at the highest
marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the
Present Value Depreciation Amount shall be computed by discounting
Connecting Transmission Owner’s anticipated tax depreciation deductions
as a result of such payments or property transfers by Connecting

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Transmission Owner’s current weighted average cost of capital.  Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article 5.17.4 can be expressed as follows:
(Current Tax Rate x (Gross Income Amount - Present Value 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 and System Deliverability Upgrades.

5.17.5 Private Letter Ruling or Change or Clarification of Law.  At Developer’s
 request and expense, Connecting Transmission Owner shall file with the IRS a
 request for a private letter ruling as to whether any property transferred or sums
 paid, or to be paid, by Developer to Connecting Transmission Owner under this
 Agreement are subject to federal income taxation.  Developer will prepare the
 initial draft of the request for a private letter ruling, and will certify under
 penalties of perjury that all facts represented in such request are true and accurate
 to the best of Developer’s knowledge.  Connecting Transmission Owner and
 Developer shall cooperate in good faith with respect to the submission of such
 request.

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

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

5.17.7 Contests.  In the event any Governmental Authority determines that Connecting
 Transmission Owner’s receipt of payments or property constitutes income that is

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

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

invoiced by Connecting Transmission Owner, Connecting Transmission Owner’s
documented reasonable costs of prosecuting such appeal, protest, abatement or
other contest.  At any time during the contest, Connecting Transmission Owner
may agree to a settlement either with Developer’s consent or after obtaining
written advice from nationally-recognized tax counsel, selected by Connecting
Transmission Owner, but reasonably acceptable to Developer, that the proposed
settlement represents a reasonable settlement given the hazards of litigation.
Developer’s obligation shall be based on the amount of the settlement agreed to
by Developer, or if a higher amount, so much of the settlement that is supported
by the written advice from nationally-recognized tax counsel selected under the
terms of the preceding sentence.  The settlement amount shall be calculated on a
fully grossed-up basis to cover any related cost consequences of the current tax
liability.  Any settlement without Developer’s consent or such written advice will
relieve Developer from any obligation to indemnify Connecting 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 Connecting

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

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attributable to any payment or property transfer made by Developer to

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

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

(ii) Interest on any amounts paid by Developer to Connecting

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

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

The intent of this provision is to leave both the Developer and Connecting

Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

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

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such appeal, protest, abatement, or other contest.  Developer and Connecting
Transmission Owner shall cooperate in good faith with respect to any such
contest.  Unless the payment of such taxes is a prerequisite to an appeal or
abatement or cannot be deferred, no amount shall be payable by Developer to
Connecting Transmission Owner for such taxes until they are assessed by a final,
non-appealable order by any court or agency of competent jurisdiction.  In the
event that a tax payment is withheld and ultimately due and payable after appeal,
Developer will be responsible for all taxes, interest and penalties, other than
penalties attributable to any delay caused by Connecting Transmission Owner.

5.18  Tax Status; Non-Jurisdictional Entities.

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

5.18.2 Non-Jurisdictional Entities.  LIPA and NYPA do not waive their exemptions,

pursuant to Section 201(f) of the FPA, from Commission jurisdiction with respect to the Commission’s exercise of the FPA’s general ratemaking authority.

5.19  Modification.

5.19.1 General.  Either the Developer or Connecting Transmission Owner may

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

information shall be deemed to be Confidential Information hereunder and shall
include information concerning the timing of such modifications and whether
such modifications are expected to interrupt the flow of electricity from the Large
Generating Facility.  The Party desiring to perform such work shall provide the

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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, the NYISO shall provide, within
sixty (60) Calendar Days (or such other time as the Parties may agree), an
estimate of any additional modifications to the New York State Transmission
System, Connecting Transmission Owner’s Attachment Facilities or System
Upgrade Facilities or System Deliverability Upgrades necessitated by such
Developer modification and a good faith estimate of the costs thereof.  The
Developer shall be responsible for the cost of any such additional modifications,
including the cost of studying the impact of the Developer modification.

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

5.19.3 Modification Costs.  Developer shall not be assigned the costs of any additions,
 modifications, or replacements that Connecting Transmission Owner makes to the
 Connecting Transmission Owner’s Attachment Facilities or the New York State
 Transmission System to facilitate the interconnection of a third party to the
 Connecting Transmission Owner’s Attachment Facilities or the New York State
 Transmission System, or to provide Transmission Service to a third party under
 the 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 Connecting Transmission Owner shall test the Connecting

Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System
Deliverability Upgrades 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 Connecting Transmission
Owner shall each make any modifications to its facilities that are found to be necessary as
a result of such testing.  Developer shall bear the cost of all such testing and
modifications.  Developer shall generate test energy at the Large Generating Facility only

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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

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

6.3  Right to Observe Testing.  Developer and Connecting Transmission Owner shall each

notify the other Party, and the NYISO,  in advance of its performance of tests of its

Attachment Facilities.  The other Party, and the NYISO, shall each have the right, at its own expense, to observe such testing.

6.4  Right to Inspect.  Developer and Connecting Transmission Owner shall each have the

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

ARTICLE 7.  METERING

7.1  General.   Developer and Connecting Transmission Owner shall each comply with

applicable requirements of NYISO and the New York Public Service Commission when
exercising its rights and fulfilling its responsibilities under this Article 7.  Unless
otherwise agreed by the Connecting Transmission Owner and NYISO approved meter
service provider and Developer, the Connecting Transmission Owner shall install
Metering Equipment at the Point of Interconnection prior to any operation of the Large

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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.
Connecting 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

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

check Connecting Transmission Owner’s meters.  Such check meters shall be for check
purposes only and shall not be used for the measurement of power flows for purposes of
this Agreement, except as provided in Article 7.4 below.  The check meters shall be
subject at all reasonable times to inspection and examination by Connecting
Transmission Owner or its designee.  The installation, operation and maintenance thereof
shall be performed entirely by Developer in accordance with Good Utility Practice.

7.3  Standards.  Connecting Transmission Owner shall install, calibrate, and test revenue

quality Metering Equipment including potential transformers and current transformers in
accordance with applicable ANSI and PSC standards as detailed in the NYISO Control
Center Communications Manual and in the NYISO Revenue Metering Requirements
Manual.

7.4  Testing of Metering Equipment.  Connecting Transmission Owner shall inspect and test

all of its Metering Equipment upon installation and at least once every two (2) years

thereafter.  If requested to do so by NYISO or Developer, Connecting Transmission

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

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associated metering equipment installation on the Developer’s or Connecting Transmission Owner’s property at any time.

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

more locations designated by Connecting Transmission Owner, Developer and NYISO. Such telemetered data shall be used, under normal operating conditions, as the official measurement of the amount of energy delivered from the Large Generating Facility to the Point of Interconnection.

ARTICLE 8.  COMMUNICATIONS

8.1  Developer Obligations.  In accordance with applicable NYISO requirements, Developer

shall maintain satisfactory operating communications with Connecting Transmission
Owner and NYISO.  Developer shall provide standard voice line, dedicated voice line
and facsimile communications at its Large Generating Facility control room or central
dispatch facility through use of either the public telephone system, or a voice
communications system that does not rely on the public telephone system.  Developer
shall also provide the dedicated data circuit(s) necessary to provide Developer data to
Connecting Transmission Owner and NYISO as set forth in Appendix D hereto.  The
data circuit(s) shall extend from the Large Generating Facility to the location(s) specified
by Connecting Transmission Owner and NYISO.  Any required maintenance of such
communications equipment shall be performed by Developer.  Operational
communications shall be activated and maintained under, but not be limited to, the
following events: system paralleling or separation, scheduled and unscheduled
shutdowns, equipment clearances, and hourly and daily load data.

8.2  Remote Terminal Unit.  Prior to the Initial Synchronization Date of the Large

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

Each Party will promptly advise the appropriate other Party if it detects or otherwise

learns of any metering, telemetry or communications equipment errors or malfunctions
that require the attention and/or correction by that other Party.  The Party owning such
equipment shall correct such error or malfunction as soon as reasonably feasible.

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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 Connecting Transmission Owner Obligations.  Connecting Transmission

Owner and NYISO shall cause the New York State Transmission System and the

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

9.3  Developer Obligations.  Developer shall at its own expense operate, maintain and

control the Large Generating Facility and the Developer 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 NYISO and Connecting Transmission Owner requirements, as such requirements are set forth or referenced in Appendix C hereto.  Appendix C will be modified to reflect
changes to the requirements as they may change from time to time.  Any Party may
request that the appropriate other Party or Parties provide copies of the requirements set forth or referenced in Appendix C hereto.

9.4  Start-Up and Synchronization.  Consistent with the mutually acceptable procedures of

the Developer and Connecting Transmission Owner, the Developer is responsible for the proper synchronization of the Large Generating Facility to the New York State
Transmission System in accordance with NYISO and Connecting Transmission Owner procedures and requirements.

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9.5  Real and Reactive Power Control.

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 Connecting 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 Connecting 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 Connecting Transmission

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

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

9.5.4   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

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regulators are not capable of such automatic operation, the Developer shall

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

9.6 Outages and Interruptions.

9.6.1 Outages.

9.6.1.1  Outage Authority and Coordination.  Developer and Connecting

Transmission Owner may each, in accordance with NYISO

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

Developer and the Connecting Transmission Owner.  In all

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

9.6.1.2  Outage Schedules.  The Connecting Transmission Owner shall post

scheduled outages of its transmission facilities on the NYISO

OASIS.  Developer shall submit its planned maintenance schedules
for the Large Generating Facility to Connecting Transmission Owner
and NYISO for a minimum of a rolling thirty-six month period.
Developer shall update its planned maintenance schedules as
necessary.  NYISO may direct, or the Connecting Transmission
Owner may request, Developer to reschedule its maintenance as
necessary to maintain the reliability of the New York State
Transmission System.  Compensation to Developer for any
additional direct costs that the Developer incurs as a result of
rescheduling maintenance, including any additional overtime,

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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
OATT.  Developer will not be eligible to receive compensation, if
during the twelve (12) months prior to the date of the scheduled
maintenance, the Developer had modified its schedule of

maintenance activities other than at the direction of the NYISO or request of the Connecting Transmission Owner.

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

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

9.6.2   Interruption of Service.  If required by Good Utility Practice or Applicable
 Reliability Standards to do so, the NYISO or Connecting Transmission Owner
 may require Developer to interrupt or reduce production of electricity if such
 production of electricity could adversely affect the ability of NYISO and
 Connecting Transmission Owner to perform such activities as are necessary to
 safely and reliably operate and maintain the New York State Transmission
 System.  The following provisions shall apply to any interruption or reduction
 permitted under this Article 9.6.2:

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

reasonably necessary under Good Utility Practice;

9.6.2.2  Any such interruption or reduction shall be made on an equitable,

non-discriminatory basis with respect to all generating facilities
directly connected to the New York State Transmission System;

9.6.2.3  When the interruption or reduction must be made under

circumstances which do not allow for advance notice, NYISO or
Connecting Transmission Owner shall notify Developer by
telephone as soon as practicable of the reasons for the curtailment,
interruption, or reduction, and, if known, its expected duration.

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Telephone notification shall be followed by written notification as soon as practicable;

9.6.2.4  Except during the existence of an Emergency State, when the

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

9.6.2.5  The Parties shall cooperate and coordinate with each other to the

extent necessary in order to restore the Large Generating Facility,

Attachment Facilities, and the New York State Transmission System to their normal operating state, consistent with system conditions and Good Utility Practice.

9.6.3   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 Connecting 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.
Connecting Transmission Owner shall install at Developer’s expense
any System Protection Facilities that may be required on the
Connecting Transmission Owner Attachment Facilities or the New

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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 Connecting

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 Connecting Transmission Owner shall each be

responsible for protection of its respective facilities consistent with Good Utility Practice and Applicable Reliability Standards.

9.6.4.4  The protective relay design of the Developer and Connecting

Transmission Owner shall each incorporate the necessary test

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

9.6.4.5  The Developer and Connecting Transmission Owner will each test,

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

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

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

9.6.5   Requirements for Protection.  In compliance with NPCC requirements and

Good Utility Practice, Developer shall provide, install, own, and maintain relays,
circuit breakers and all other devices necessary to remove any fault contribution
of the Large Generating Facility to any short circuit occurring on the New York
State Transmission System not otherwise isolated by Connecting Transmission

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Owner’s equipment, such that the removal of the fault contribution shall be

coordinated with the protective requirements of the New York State Transmission
System.  Such protective equipment shall include, without limitation, a
disconnecting device or switch with load-interrupting capability located between
the Large Generating Facility and the New York State Transmission System at a
site selected upon mutual agreement (not to be unreasonably withheld,
conditioned or delayed) of the Developer and Connecting Transmission Owner.
Developer shall be responsible for protection of the Large Generating Facility and
Developer’s other equipment from such conditions as negative sequence currents,
over- or under-frequency, sudden load rejection, over- or under-voltage, and
generator loss-of-field.  Developer shall be solely responsible to disconnect the
Large Generating Facility and Developer’s other equipment if conditions on the
New York State Transmission System could adversely affect the Large
Generating Facility.

9.6.6   Power Quality.  Neither the facilities of Developer nor the facilities of

Connecting Transmission Owner shall cause excessive voltage flicker nor

introduce excessive distortion to the sinusoidal voltage or current waves as

defined by ANSI Standard C84.1-1989, in accordance with IEEE Standard 519, or any applicable superseding electric industry standard.  In the event of a conflict between ANSI Standard C84.1-1989, or any applicable superseding electric
industry standard, ANSI Standard C84.1-1989, or the applicable superseding
electric industry standard, shall control.

9.7  Switching and Tagging Rules.  The Developer and Connecting Transmission Owner

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

9.8  Use of Attachment Facilities by Third Parties.

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

9.8.2   Third Party Users.  If required by Applicable Laws and Regulations or if the

Parties mutually agree, such agreement not to be unreasonably withheld, to allow one or more third parties to use the Connecting Transmission Owner’s
Attachment Facilities, or any part thereof, Developer will be entitled to

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compensation for the capital expenses it incurred in connection with the

Attachment Facilities based upon the pro rata use of the Attachment Facilities by
Connecting Transmission Owner, all third party users, and Developer, in
accordance with Applicable Laws and Regulations or upon some other mutually-
agreed upon methodology.  In addition, cost responsibility for ongoing costs,
including operation and maintenance costs associated with the Attachment
Facilities, will be allocated between Developer and any third party users based
upon the pro rata use of the Attachment Facilities by Connecting Transmission
Owner, all third party users, and Developer, in accordance with Applicable Laws
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  Connecting Transmission Owner Obligations.  Connecting Transmission Owner shall
 maintain its transmission facilities and Attachment Facilities in a safe and reliable manner
 and in accordance with this Agreement.

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

10.3  Coordination.  The Developer and Connecting Transmission Owner shall confer

regularly to coordinate the planning, scheduling and performance of preventive and

corrective maintenance on the Large Generating Facility and the Attachment Facilities.

The Developer and Connecting Transmission Owner shall keep NYISO fully informed of the preventive and corrective maintenance that is planned, and shall schedule all such maintenance in accordance with NYISO procedures.

10.4  Secondary Systems.  The Developer and Connecting Transmission Owner shall each
 cooperate with the other in the inspection, maintenance, and testing of control or power
 circuits that operate below 600 volts, AC or DC, including, but not limited to, any
 hardware, control or protective devices, cables, conductors, electric raceways, secondary
 equipment panels, transducers, batteries, chargers, and voltage and current transformers

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that directly affect the operation of Developer or Connecting Transmission Owner’s

facilities and equipment which may reasonably be expected to impact the other Party.

The Developer and Connecting Transmission Owner shall each provide advance notice to the other Party, and to NYISO, before undertaking any work on such circuits, especially on electrical circuits involving circuit breaker trip and close contacts, current
transformers, or potential transformers.

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

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

11.3  System Upgrade Facilities and System Deliverability Upgrades.  Connecting

Transmission Owner shall design, procure, construct, install, and own the System

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

11.4  Special Provisions for Affected Systems.  For the re-payment of amounts advanced to
 Affected System Operator for System Upgrade Facilities or System Deliverability
 Upgrades, the Developer and Affected System Operator shall enter into an agreement that
 provides for such re-payment, but only if responsibility for the cost of such System
 Upgrade Facilities or System Deliverability Upgrades is not to be allocated in accordance

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with Attachment S to the NYISO OATT.  The agreement shall specify the terms

governing payments to be made by the Developer to the Affected System Operator as well as the re-payment by the Affected System Operator.

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

In addition:

11.5.1 The guarantee must be made by an entity that meets the commercially reasonable
 creditworthiness requirements of Connecting Transmission Owner, and contains
 terms and conditions that guarantee payment of any amount that may be due from
 Developer, up to an agreed-to maximum amount.

11.5.2 The letter of credit must be issued by a financial institution reasonably acceptable
 to Connecting Transmission Owner and must specify a reasonable expiration date.

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

Connecting Transmission Owner and must specify a reasonable expiration date.

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

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

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

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ARTICLE 12.  INVOICE

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

12.2  Final Invoice.  Within six months after completion of the construction of the Connecting
 Transmission Owner’s Attachment Facilities and the System Upgrade Facilities and
 System Deliverability Upgrades, Connecting Transmission Owner shall provide an
 invoice of the final cost of the construction of the Connecting Transmission Owner’s
 Attachment Facilities and the System Upgrade Facilities and System Deliverability
 Upgrades, determined in accordance with Attachment S to the 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.
 Connecting 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 Connecting Transmission Owner and
 Developer, Connecting Transmission Owner shall continue to perform under this
 Agreement as long as Developer: (i) continues to make all payments not in dispute; and
 (ii) pays to Connecting Transmission Owner or into an independent escrow account the
 portion of the invoice in dispute, pending resolution of such dispute.  If Developer fails to
 meet these two requirements for continuation of service, then Connecting Transmission
 Owner may provide notice to Developer of a Default pursuant to Article 17.  Within
 thirty (30) Calendar Days after the resolution of the dispute, the Party that owes money to
 the other Party shall pay the amount due with interest calculated in accord with the
 methodology set forth in FERC’s Regulations at 18 C.F.R.  § 35.19a(a)(2)(iii).

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ARTICLE 13. EMERGENCIES

13.1  Obligations.  Each Party shall comply with the Emergency State procedures of NYISO,

the applicable Reliability Councils, Applicable Laws and Regulations, and any emergency procedures agreed to by the NYISO Operating Committee.

13.2  Notice.  NYISO or, as applicable, Connecting Transmission Owner shall notify

Developer promptly when it becomes aware of an Emergency State that affects the

Connecting Transmission Owner’s Attachment Facilities or the New York State

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

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

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

13.4  NYISO and Connecting Transmission Owner Authority.

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

NYISO and Connecting Transmission Owner shall use Reasonable Efforts
to minimize the effect of such actions or inactions on the Large Generating
Facility or the Developer Attachment Facilities.  NYISO or Connecting
Transmission Owner may, on the basis of technical considerations, require

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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 Connecting
Transmission Owner’s operating instructions concerning Large Generating
Facility real power and reactive power output within the manufacturer’s
design limitations of the Large Generating Facility’s equipment that is in
service and physically available for operation at the time, in compliance
with Applicable Laws and Regulations.

13.4.2 Reduction and Disconnection.  NYISO or Connecting Transmission Owner may
 reduce Energy Resource Interconnection Service or Capacity Resource
 Interconnection Service 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 Connecting Transmission Owner can schedule
 the reduction or disconnection in advance, NYISO or Connecting Transmission
 Owner shall notify Developer of the reasons, timing and expected duration of the
 reduction or disconnection.  NYISO or Connecting 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
Connecting Transmission Owner’s Attachment Facilities.  NYISO and Connecting
Transmission Owner shall use Reasonable Efforts to assist Developer in such actions.

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13.6  Limited Liability.  Except as otherwise provided in Article 11.6 of this Agreement, no

Party shall be liable to another Party for any action it takes in responding to an

Emergency State so long as such action is made in good faith and is consistent with Good Utility Practice and the NYISO Tariffs.

ARTICLE 14. REGULATORY REQUIREMENTS AND GOVERNING LAW

14.1  Regulatory Requirements.  Each Party’s obligations under this Agreement shall be

subject to its receipt of any required approval or certificate from one or more

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

14.2 Governing Law.

14.2.1 The validity, interpretation and performance of this Agreement and each of its

provisions shall be governed by the laws of the state of New York, without regard to its conflicts of law principles.

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

14.2.3 Each Party expressly reserves the right to seek changes in, appeal, or otherwise
 contest any laws, orders, rules, or regulations of a Governmental Authority.

ARTICLE 15. NOTICES

15.1  General.  Unless otherwise provided in this Agreement, any notice, demand or request

required or permitted to be given by a Party to the other Parties and any instrument

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

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

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

Appendix F hereto.

15.3  Alternative Forms of Notice.  Any notice or request required or permitted to be given by

a Party to the other Parties and not required by this Agreement to be given in writing may be so given by telephone, facsimile or email to the telephone numbers and email
addresses set out in Appendix F hereto.

15.4  Operations and Maintenance Notice.  Developer and Connecting Transmission Owner

shall each notify the other Party, and NYISO, in writing of the identity of the person(s)
that it designates as the point(s) of contact with respect to the implementation of Articles

9 and 10 of this Agreement.

ARTICLE 16. FORCE MAJEURE

16.1 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 or agree to any provision not satisfactory to it in order to settle
 and terminate a strike or other labor disturbance.

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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.

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

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

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

Except as stated below, the Indemnifying Party shall have the right to

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