SERVICE AGREEMENT NO. 2624

STANDARD SMALL GENERATOR INTERCONNECTION AGREEMENT

BETWEEN NIAGARA MOHAWK POWER CORPORATION D/B/A NATIONAL
 GRID AND TESLA, INC.

SERVICE AGREEMENT NO. 2624

TABLE OF CONTENTS

Article 1 Scope and Limitations of Agreement

1.1 Applicability

1.2 Purpose

1.3 Scope of Interconnection Service

1.4 Limitations

1.5 Responsibilities of the Parties

1.6 Parallel Operation Obligations

1.7 Metering

1.8 Reactive Power and Primary Frequency Response

1.9 Capitalized Terms

Article 2. Inspection, Testing, Authorization, and Right of Access

2.1 Equipment Testing and Inspection

2.2 Authorization Required Prior to Parallel Operation

2.3 Right of Access

Article 3 Effective Date, Term, Termination, and Disconnection

3.1 Effective Date

3.2 Term of Agreement

3.3 Termination

3.4 Temporary Disconnection

3.4.1 Emergency Conditions

3.4.2 Routine Maintenance, Construction, and Repair

3.4.4 Adverse Operating Effects

3.4.5 Modification of the Small Generating Facility

3.4.6 Reconnection

Article 4. Cost Responsibility for Interconnection Facilities and Distribution Upgrades

4.1 Interconnection Facilities

4.2 Distribution Upgrades

Article 5. Cost Responsibility for System Upgrade Facilities and System Deliverability

Upgrades

5.1 Applicability

5.2 System Upgrades

5.3 Special Provisions for Affected Systems

Article 6. Billing, Payment, Milestones, and Financial Security

6.1 Billing and Payment Procedures and Final Accounting

6.2 Milestones

6.3 Financial Security Arrangements

Article 7. Assignment, Liability, Indemnity, Force Majeure, Consequential Damages,

and Default

7.1 Assignment

7.2 Limitation of Liability

7.3 Indemnity

SERVICE AGREEMENT NO. 2624

7.4 Consequential Damages

7.5 Force Majeure

7.6 Breach and Default

Article 8. Insurance

Article 9. Confidentiality

Article 10. Disputes

Article 11. Taxes

Article 12. Miscellaneous

12.1 Governing Law, Regulatory Authority, and Rules

12.2 Amendment

12.3 No Third-Party Beneficiaries

12.4 Waiver

12.5 Entire Agreement

12.6 Multiple Counterparts

12.7 No Partnership

12.8 Severability

12.9 Security Arrangements

12.10 Environmental Releases

12.11 Subcontractors

12.12 Reservation of Rights

Article 13. Notices

13.1 General

13.2 Billing and Payment

13.3 Alternative Forms of Notice

13.4 Designated Operating Representative

13.5 Changes to the Notice Information

Article 14. Signatures

Attachment 1 - Glossary of Terms

Attachment 2 - Detailed Scope of Work, Including Description and Costs of the Small Generating
 Facility, Interconnection Facilities, and Metering Equipment

Attachment 3 - One-line Diagram Depicting the Small Generating Facility, Interconnection
 Facilities, Metering Equipment, and Upgrades

Attachment 4 - Milestones

Attachment 5 - Additional Operating Requirements for the New York State Transmission System,
 the Distribution System and Affected Systems Needed to Support the

Interconnection Customer’s Needs

Attachment 6 - Connecting Transmission Owner’s Description of its Upgrades and Best Estimate
 of Upgrade Costs

Attachment 7 - Insurance Coverage

Attachment 8 - Initial Synchronization Date
Attachment 9 - Commercial Operation Date

SERVICE AGREEMENT NO. 2624

This Small Generator Interconnection Agreement (“Agreement” or “SGIA”) is made and entered into this 29th day of March, 2021, by and between Niagara Mohawk Power Corporation d/b/a National Grid, a corporation organized and existing under the laws of the State of New York (“Connecting Transmission Owner”), and Tesla, Inc., a corporation organized and existing under the laws of the State of Delaware (“Interconnection Customer”) each hereinafter sometimes
referred to individually as “Party” or referred to together as the “Parties.”

Connecting Transmission Owner Information

Niagara Mohawk Power Corporation d/b/a National Grid
Attention:  Kevin Reardon, Director, Commercial Services

Address: 40 Sylvan Road

City:  Waltham   State:  MA Zip: 02451

Phone: (781) 907-2411

Fax: (781) 907-5707

Interconnection Customer Information
 Address: 3500 Deer Creek Road

City:  Palo Alto  State: CA Zip: 94304

Phone: +1. 650.681.5000. Fax: NA

In consideration of the mutual covenants set forth herein, the Parties agree as follows:

SERVICE AGREEMENT NO. 2624

Article 1  Scope and Limitations of Agreement

1.1 Applicability

This Agreement hereby incorporates by reference the terms of the ISO OATT as they apply to interconnection services provided by the Connecting Transmission Owner and taken by the Interconnection Customer.  To the extent a conflict exists between the terms and conditions of this Agreement and the ISO OATT, the provisions of this Agreement shall prevail.

1.2 Purpose

This Agreement governs the terms and conditions under which the Interconnection

Customer’s Small Generating Facility will interconnect with, and operate in parallel with, the New York State Transmission System or the Distribution System.

1.3 Scope of Interconnection Service

1.3.1   The New York Independent System Operator, Inc., a not-for-profit corporation
 organized and existing under the laws of the laws of the State of New York
 (“NYISO”) will provide Energy Resource Interconnection Service to
 Interconnection Customer at the Point of Interconnection.

1.3.2   This Agreement does not constitute an agreement to purchase or deliver the

Interconnection Customer’s power.  The purchase or delivery of power and other
services that the Interconnection Customer may require will be covered under
separate agreements, if any, or applicable provisions of NYISO’s or Connecting
Transmission Owner’s tariffs.  The Interconnection Customer will be responsible
for separately making all necessary arrangements (including scheduling) for
delivery of electricity in accordance with the applicable provisions of the ISO
OATT and Connecting Transmission Owner’s tariff.  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 Services Tariff or any
Connecting Transmission Owner’s tariff.  If Interconnection Customer wishes to
supply or purchase Energy, Installed Capacity or Ancillary Services, then
Interconnection Customer will make application to do so in accordance with the
NYISO Services Tariff or Connecting Transmission Owner’s tariff.

SERVICE AGREEMENT NO. 2624

1.4 Limitations

Nothing in this Agreement is intended to affect any other agreement between the

Connecting Transmission Owner and the Interconnection Customer, except as otherwise expressly provided herein.

1.5 Responsibilities of the Parties

1.5.1   The Parties shall perform all obligations of this Agreement in accordance with all
 Applicable Laws and Regulations, Operating Requirements, and Good Utility
 Practice.

1.5.2   The Interconnection Customer shall construct, interconnect, operate and maintain
 its Small Generating Facility and construct, operate, and maintain its
 Interconnection Facilities in accordance with the applicable manufacturer’s
 recommended maintenance schedule, and in accordance with this Agreement, and
 with Good Utility Practice.

1.5.3   The Connecting Transmission Owner shall construct, operate, and maintain its

Interconnection Facilities and Upgrades covered by this Agreement in accordance with this Agreement, and with Good Utility Practice.

1.5.4   The Interconnection Customer agrees to construct its facilities or systems in

accordance with applicable specifications that meet or exceed those provided by
the National Electrical Safety Code, the American National Standards Institute,
IEEE, Underwriter’s Laboratory, and Operating Requirements in effect at the time
of construction and other applicable national and state codes and standards.  The
Interconnection Customer agrees to design, install, maintain, and operate its Small
Generating Facility so as to reasonably minimize the likelihood of a disturbance
adversely affecting or impairing the system or equipment of the Connecting

Transmission Owner or Affected Systems.

1.5.5   The Connecting Transmission Owner and Interconnection Customer shall operate,
 maintain, repair, and inspect, and shall be fully responsible for the facilities that it
 now or subsequently may own unless otherwise specified in the Attachments to this
 Agreement.  Each Party shall be responsible for the safe installation, maintenance,
 repair and condition of its respective lines and appurtenances on its respective sides
 of the point of change of ownership.  The Connecting Transmission Owner and the
 Interconnection Customer, as appropriate, shall provide Interconnection Facilities
 that adequately protect the Connecting Transmission Owner’s electric system,
 personnel, and other persons from damage and injury.  The allocation of

SERVICE AGREEMENT NO. 2624

responsibility for the design, installation, operation, maintenance and ownership of
Interconnection Facilities shall be delineated in the Attachments to this Agreement.

1.5.6   The Connecting Transmission Owner shall cooperate with the NYISO to
 coordinate with all Affected Systems to support the interconnection.

1.5.7  The Interconnection Customer shall ensure “frequency ride through” capability and

“voltage ride through” capability of its Small Generating Facility.  The

Interconnection Customer shall enable these capabilities such that its Small

Generating Facility shall not disconnect automatically or instantaneously from the
system or equipment of the Connecting Transmission Owner and any Affected
Systems for a defined under-frequency or over-frequency condition, or an
under-voltage or over-voltage condition, as tested pursuant to section 2.1 of this
Agreement.  The defined conditions shall be in accordance with Good Utility
Practice and consistent with any standards and guidelines that are applied to other
generating facilities in the Balancing Authority Area on a comparable basis.  The
Small Generating Facility’s protective equipment settings shall comply with the
Transmission Owner’s automatic load-shed program.  The Transmission Owner
shall review the protective equipment settings to confirm compliance with the
automatic load-shed program.  The term “ride through” as used herein shall mean
the ability of a Small Generating Facility to stay connected to and synchronized
with the system or equipment of the Transmission Owner and any Affected
Systems during system disturbances within a range of conditions, in accordance
with Good Utility Practice and consistent with any standards and guidelines that are
applied to other generating facilities in the Balancing Authority on a comparable
basis.  The term “frequency ride through” as used herein shall mean the ability of a
Small Generating Facility to stay connected to and synchronized with the system or
equipment of the Transmission Owner and any Affected Systems during system
disturbances within a range of under-frequency and over-frequency conditions, in
accordance with Good Utility Practice and consistent with any standards and
guidelines that are applied to other generating facilities in the Balancing Authority
Area on a comparable basis.  The term “voltage ride through” as used herein shall
mean the ability of a Small Generating Facility to stay connected to and
synchronized with the system or equipment of the Transmission Owner and any
Affected Systems during system disturbances within a range of under-voltage and
over-voltage conditions, in accordance with Good Utility Practice and consistent
with any standards and guidelines that are applied to other generating facilities in
the Balancing Authority Area on a comparable basis.

1.6 Parallel Operation Obligations

Once the Small Generating Facility has been authorized to commence parallel operation,
the Interconnection Customer shall abide by all rules and procedures pertaining to the parallel
operation of the Small Generating Facility in the applicable control area, including, but not limited

SERVICE AGREEMENT NO. 2624

to: (1) the rules and procedures concerning the operation of generation set forth in the NYISO tariffs or ISO Procedures or the Connecting Transmission Owner’s tariff; (2) any requirements consistent with Good Utility Practice or that are necessary to ensure the safe and reliable operation of the Transmission System or Distribution System; and (3) the Operating Requirements set forth in Attachment 5 of this Agreement.

1.7 Metering

The Interconnection Customer shall be responsible for the Connecting Transmission
Owner’s reasonable and necessary cost for the purchase, installation, operation, maintenance,
testing, repair, and replacement of metering and data acquisition equipment specified in
Attachments 2 and 3 of this Agreement.  The Interconnection Customer’s metering (and data
acquisition, as required) equipment shall conform to applicable industry rules and Operating
Requirements.

1.8  Reactive Power and Primary Frequency Response

1.8.1   Power Factor Design Criteria

1.8.1.1  Synchronous Generation.  The Interconnection Customer shall design its Small Generating Facility to maintain a composite power delivery at continuous rated power output at the Point of Interconnection at a power factor within the range of 0.95 leading to 0.95 lagging, unless the NYISO or the Transmission
Owner in whose Transmission District the Small Generating Facility interconnects has established different requirements that apply to all similarly situated generators in the New York Control Area or Transmission District (as applicable) on a
comparable basis, in accordance with Good Utility Practice.

1.8.1.2  Non-Synchronous Generation.  The Interconnection Customer shall

design its Small Generating Facility to maintain a composite power delivery at

continuous rated power output at the high-side of the generator substation at a

power factor within the range of 0.95 leading to 0.95 lagging, unless the NYISO or
the Transmission Owner in whose Transmission District the Small Generating
Facility interconnects has established a different power factor range that applies to
all similarly situated non-synchronous generators in the control area or
Transmission District (as applicable) on a comparable basis, in accordance with
Good Utility Practice.  This power factor range standard shall be dynamic and can
be met using, for example, power electronics designed to supply this level of
reactive capability (taking into account any limitations due to voltage level, real
power output, etc.) or fixed and switched capacitors, or a combination of the two.
This requirement shall only apply to newly interconnecting non-synchronous
generators that have not yet executed a Facilities Study Agreement as of September

SERVICE AGREEMENT NO. 2624

21, 2016.

1.8.2   The Parties understand that the Interconnection Customer shall be paid by the
 NYISO for reactive power, or voltage support service, that the Interconnection
 Customer provides from the Small Generating Facility in accordance with Rate
 Schedule 2 of the NYISO Services Tariff.

1.8.3  Primary Frequency Response.  Interconnection Customer shall ensure the primary

frequency response capability of its Small Generating Facility by installing,

maintaining, and operating a functioning governor or equivalent controls.  The
term “functioning governor or equivalent controls” as used herein shall mean the
required hardware and/or software that provides frequency responsive real power
control with the ability to sense changes in system frequency and autonomously
adjust the Small Generating Facility’s real power output in accordance with the
droop and deadband parameters and in the direction needed to correct frequency
deviations.  Interconnection Customer is required to install a governor or

equivalent controls with the capability of operating: (1) with a maximum 5 percent
droop and ±0.036 Hz deadband; or (2) in accordance with the relevant droop,
deadband, and timely and sustained response settings from an approved Applicable
Reliability Standard providing for equivalent or more stringent parameters.  The
droop characteristic shall be: (1) based on the nameplate capacity of the Small
Generating Facility, and shall be linear in the range of frequencies between 59 to 61
Hz that are outside of the deadband parameter; or (2) based on an approved
Applicable Reliability Standard providing for an equivalent or more stringent
parameter.  The deadband parameter shall be: the range of frequencies above and
below nominal (60 Hz) in which the governor or equivalent controls is not expected
to adjust the Small Generating Facility’s real power output in response to frequency
deviations.  The deadband shall be implemented: (1) without a step to the droop
curve, that is, once the frequency deviation exceeds the deadband parameter, the
expected change in the Small Generating Facility’s real power output in response to
frequency deviations shall start from zero and then increase (for under-frequency
deviations) or decrease (for over-frequency deviations) linearly in proportion to the
magnitude of the frequency deviation; or (2) in accordance with an approved
Applicable Reliability Standard providing for an equivalent or more stringent
parameter.  Interconnection Customer shall notify NYISO that the primary
frequency response capability of the Small Generating Facility has been tested and
confirmed during commissioning.  Once Interconnection Customer has
synchronized the Small Generating Facility with the New York State Transmission
System, Interconnection Customer shall operate the Small Generating Facility
consistent with the provisions specified in Articles 1.8.3.1 and 1.8.3.2 of this
Agreement.  The primary frequency response requirements contained herein shall
apply to both synchronous and non-synchronous Small Generating Facilities.

SERVICE AGREEMENT NO. 2624

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

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

1.8.3.3 Exemptions.  Small Generating Facilities that are regulated by the United States Nuclear Regulatory Commission shall be exempt from Articles 1.8.3,

1.8.3.1, and 1.8.3.2 of this Agreement.  Small Generating Facilities that are behind
the meter generation that is sized-to-load (i.e., the thermal load and the generation
are near-balanced in real-time operation and the generation is primarily controlled

SERVICE AGREEMENT NO. 2624

to maintain the unique thermal, chemical, or mechanical output necessary for the
operating requirements of its host facility) shall be required to install primary
frequency response capability requirements in accordance with the droop and
deadband capability requirements specified in Article 1.8.3, but shall be otherwise
exempt from the operating requirements in Articles 1.8.3, 1.8.3.1, 1.8.3.2, and

1.8.3.4 of this Agreement.

1.8.3.4 Electric Storage Resources.  Interconnection Customer interconnecting an
electric storage resource shall establish an operating range in Attachment 5 of its
SGIA that specifies a minimum state of charge and a maximum state of charge
between which the electric storage resource will be required to provide primary
frequency response consistent with the conditions set forth in Articles 1.8.3,

1.8.3.1, 1.8.3.2, and 1.8.3.3 of this Agreement.  Attachment 5 shall specify

whether the operating range is static or dynamic, and shall consider (1) the

expected magnitude of frequency deviations in the interconnection; (2) the

expected duration that system frequency will remain outside of the deadband

parameter in the interconnection; (3) the expected incidence of frequency

deviations outside of the deadband parameter in the interconnection; (4) the

physical capabilities of the electric storage resource; (5) operational limitations of the electric storage resources due to manufacturer specification; and (6) any other relevant factors agreed to by the NYISO, Connecting Transmission Owner, and Interconnection Customer.  If the operating range is dynamic, then Attachment 5 must establish how frequently the operating range will be reevaluated and the factors that may be considered during its reevaluation.

Interconnection Customer’s electric storage resource is required to provide timely
and sustained primary frequency response consistent with Article 1.8.3.2 of this
Agreement when it is online and dispatched to inject electricity to the New York
State Transmission System and/or receive electricity from the New York State
Transmission System.  This excludes circumstances when the electric storage
resource is not dispatched to inject electricity to the New York State Transmission
System and/or dispatched to receive electricity from the New York State
Transmission System.  If Interconnection Customer’s electric storage resource is
charging at the time of a frequency deviation outside of its deadband parameter, it is
to increase (for over-frequency deviations) or decrease (for under-frequency
deviations) the rate at which it is charging in accordance with its droop parameter.
Interconnection Customer’s electric storage resource is not required to change from
charging to discharging, or vice versa, unless the response necessitated by the
droop and deadband settings requires it to do so and it is technically capable of
making such a transition.

1.9 Capitalized Terms

Capitalized terms used herein shall have the meanings specified in the Glossary of Terms

SERVICE AGREEMENT NO. 2624

in Attachment 1 or the body of this Agreement.  Capitalized terms used herein that are not so defined shall have the meanings specified in Appendix 1 of Attachment Z, Section 25.1.2 of Attachment S, or Section 30.1 of Attachment X of the ISO OATT.

SERVICE AGREEMENT NO. 2624

Article 2. Inspection, Testing, Authorization, and Right of Access

2.1  Equipment Testing and Inspection

2.1.1   The Interconnection Customer shall test and inspect its Small Generating Facility
 and Interconnection Facilities prior to interconnection.  The Interconnection
 Customer shall notify the NYISO and the Connecting Transmission Owner of such
 activities no fewer than five Business Days (or as may be agreed to by the Parties)
 prior to such testing and inspection.  Testing and inspection shall occur on a
 Business Day.  The Connecting Transmission Owner may, at its own expense,
 send qualified personnel to the Small Generating Facility site to inspect the
 interconnection and observe the testing.  The Interconnection Customer shall
 provide the NYISO and Connecting Transmission Owner a written test report when
 such testing and inspection is completed.  The Small Generating Facility may not
 commence parallel operations if the NYISO, in consultation with the Connecting
 Transmission Owner, finds that the Small Generating Facility has not been
 installed as agreed upon or may not be operated in a safe and reliable manner.

2.1.2   The Connecting Transmission Owner shall, and the NYISO may, provide the
 Interconnection Customer written acknowledgment that it has received the
 Interconnection Customer’s written test report.  Such written acknowledgment
 shall not be deemed to be or construed as any representation, assurance, guarantee,
 or warranty by the NYISO or Connecting Transmission Owner of the safety,
 durability, suitability, or reliability of the Small Generating Facility or any
 associated control, protective, and safety devices owned or controlled by the
 Interconnection Customer or the quality of power produced by the Small
 Generating Facility.

2.2  Authorization Required Prior to Parallel Operation

2.2.1   The Connecting Transmission Owner, in consultation with the NYISO, shall use
 Reasonable Efforts to list applicable parallel Operating Requirements in
 Attachment 5 of this Agreement.  Additionally, the Connecting Transmission
 Owner, in consultation with the NYISO, shall notify the Interconnection Customer
 of any changes to these requirements as soon as they are known.  The NYISO and
 Connecting Transmission Owner shall make Reasonable Efforts to cooperate with
 the Interconnection Customer in meeting requirements necessary for the
 Interconnection Customer to commence parallel operations by the in-service date.

2.2.2   The Interconnection Customer shall not operate its Small Generating Facility in
 parallel with the New York State Transmission System or the Distribution System

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without prior written authorization of the NYISO.  The Parties understand that the
NYISO, in consultation with the Connecting Transmission Owner, will provide
such authorization once the NYISO receives notification that the Interconnection
Customer has complied with all applicable parallel Operating Requirements.
Such authorization shall not be unreasonably withheld, conditioned, or delayed.

2.3 Right of Access

2.3.1   Upon reasonable notice, the NYISO and/or Connecting Transmission Owner may
 send a qualified person to the premises of the Interconnection Customer at or
 immediately before the time the Small Generating Facility first produces energy to
 inspect the interconnection, and observe the commissioning of the Small
 Generating Facility (including any required testing), startup, and operation for a
 period of up to three Business Days after initial start-up of the unit.  In addition,
 the Interconnection Customer shall notify the NYISO and Connecting
 Transmission Owner at least five Business Days prior to conducting any on-site
 verification testing of the Small Generating Facility.

2.3.2   Following the initial inspection process described above, at reasonable hours, and
 upon reasonable notice, or at any time without notice in the event of an emergency
 or hazardous condition, the NYISO and Connecting Transmission Owner each
 shall have access to the Interconnection Customer’s premises for any reasonable
 purpose in connection with the performance of the obligations imposed on them by
 this Agreement or if necessary to meet their legal obligation to provide service to
 their customers.

2.3.3   Each Party shall be responsible for its own costs associated with following this
 article.

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Article 3  Effective Date, Term, Termination, and Disconnection

3.1 Effective Date

This Agreement shall become effective upon execution by the Parties subject to acceptance by FERC (if applicable), or if filed unexecuted, upon the date specified by the FERC.  The
Connecting Transmission Owner shall promptly file, or cause to be filed, this Agreement with
FERC upon execution, if required.  If the Agreement is disputed and the Interconnection
Customer requests that it be filed with FERC in an unexecuted form, the Connecting Transmission Owner shall file, or cause to be filed, this Agreement and the Connecting Transmission Owner
shall identify the disputed language.

3.2 Term of Agreement

This Agreement shall become effective on the Effective Date and shall remain in effect for a period of five (5) years from the Effective Date or such other longer period as the Interconnection Customer may request and shall be automatically renewed for each successive one-year period thereafter, unless terminated earlier in accordance with article 3.3 of this Agreement.

3.3 Termination

No termination 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 (if required), which notice has been accepted for filing by FERC.

3.3.1   The Interconnection Customer may terminate this Agreement at any time by
 giving the Connecting Transmission Owner 20 Business Days written notice.
 The Connecting Transmission Owner may terminate this Agreement after the
 Small Generating Facility is Retired.

3.3.2   Either Party may terminate this Agreement after Default pursuant to article 7.6.

3.3.3   Upon termination of this Agreement, the Small Generating Facility will be

disconnected from the New York State Transmission System or the Distribution System, as applicable.  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.

3.3.4   The termination of this Agreement shall not relieve either Party of its liabilities and

SERVICE AGREEMENT NO. 2624

obligations, owed or continuing at the time of the termination.  The

Interconnection Customer shall pay all amounts in excess of any deposit or other
security without interest within 30 calendar days after receipt of the invoice for
such amounts.  If the deposit or other security exceeds the invoice, the Connecting
Transmission Owner shall refund such excess within 30 calendar days of the
invoice without interest.  If the Interconnection Customer disputes an amount to be
paid the Interconnection Customer shall pay the disputed amount to the Connecting
Transmission Owner or into an interest bearing escrow account, pending resolution
of the dispute in accordance with Article 10 of this Agreement.  To the extent the
dispute is resolved in the Interconnection Customer’s favor, that portion of the
disputed amount will be returned to the Interconnection Customer with interest at
rates applicable to refunds under the Commission’s regulations.  To the extent the
dispute is resolved in the Connecting Transmission Owner’s favor, that portion of
any escrowed funds and interest will be released to the Connecting Transmission
Owner.

3.3.5   The limitations of liability, indemnification and confidentiality provisions of this
 Agreement shall survive termination or expiration of this Agreement.

3.4 Temporary Disconnection

Temporary disconnection shall continue only for so long as reasonably necessary under Good Utility Practice.

3.4.1   Emergency Conditions

“Emergency Condition” shall mean a condition or situation: (1) that in the judgment of the
Party making the claim is imminently likely to endanger life or property; or (2) that, in the case of
the NYISO or Connecting Transmission Owner, is imminently likely (as determined in a
non-discriminatory manner) to cause a material adverse effect on the security of, or damage to the
New York State Transmission System or Distribution System, the Connecting Transmission
Owner’s Interconnection Facilities or the electric systems of others to which the New York State
Transmission System or Distribution System is directly connected; or (3) that, in the case of the
Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to
cause a material adverse effect on the security of, or damage to, the Small Generating Facility or
the Interconnection Customer’s Interconnection Facilities.  Under Emergency Conditions, the
NYISO or Connecting Transmission Owner may immediately suspend interconnection service
and temporarily disconnect the Small Generating Facility.  The Connecting Transmission Owner
shall notify the Interconnection Customer promptly when it becomes aware of an Emergency
Condition that may reasonably be expected to affect the Interconnection Customer’s operation of
the Small Generating Facility.  The Interconnection Customer shall notify the NYISO and
Connecting Transmission Owner promptly when it becomes aware of an Emergency Condition
that may reasonably be expected to affect the New York State Transmission System or

SERVICE AGREEMENT NO. 2624

Distribution System or any Affected Systems.  To the extent information is known, the

notification shall describe the Emergency Condition, the extent of the damage or deficiency, the expected effect on the operation of each Party’s facilities and operations, its anticipated duration, and the necessary corrective action.

3.4.2   Routine Maintenance, Construction, and Repair

The NYISO or Connecting Transmission Owner may interrupt interconnection service or
curtail the output of the Small Generating Facility and temporarily disconnect the Small
Generating Facility from the New York State Transmission System or Distribution System when
necessary for routine maintenance, construction, and repairs on the New York State Transmission
System or Distribution System.  The NYISO or the Connecting Transmission Owner shall
provide the Interconnection Customer with five Business Days notice prior to such interruption.
The Connecting Transmission Owner shall use Reasonable Efforts to coordinate such reduction or
temporary disconnection with the Interconnection Customer.  The Parties understand that any
actions the NYISO is authorized to take under this article 3.4.2 are conditioned upon the NYISO’s
use of Reasonable Efforts to coordinate such reduction or temporary disconnection with the
Interconnection Customer.

3.4.3   Forced Outages

During any forced outage, the NYISO or Connecting Transmission Owner may suspend
interconnection service to the Interconnection Customer to effect immediate repairs on the New
York State Transmission System or the Distribution System.  The Connecting Transmission
Owner shall use Reasonable Efforts to provide the Interconnection Customer with prior notice.  If
prior notice is not given, the Connecting Transmission Owner shall, upon request, provide the
Interconnection Customer written documentation after the fact explaining the circumstances of the
disconnection.  The Parties understand that any suspension or disconnection the NYISO is
authorized to make under this article 3.4.3 is conditioned upon: (i) the NYISO’s use of Reasonable
Efforts to provide the Interconnection Customer with prior notice; and (ii) if prior notice is not
given, the NYISO’s provision to the Interconnection Customer, upon request, of written
documentation after the fact explaining the circumstances of the disconnection.

3.4.4   Adverse Operating Effects

The NYISO or Connecting Transmission Owner shall notify the Interconnection Customer
as soon as practicable if, based on Good Utility Practice, operation of the Small Generating
Facility may cause disruption or deterioration of service to other customers served from the same
electric system, or if operating the Small Generating Facility could cause damage to the New York
State Transmission System, the Distribution System or Affected Systems, or if disconnection is
otherwise required under Applicable Reliability Standards or the ISO OATT.  Supporting
documentation used to reach the decision to disconnect shall be provided to the Interconnection
Customer upon request.  If, after notice, the Interconnection Customer fails to remedy the adverse
operating effect within a reasonable time, the NYISO or Connecting Transmission Owner may

SERVICE AGREEMENT NO. 2624

disconnect the Small Generating Facility.  The NYISO or Connecting Transmission Owner shall provide the Interconnection Customer with five Business Day notice of such disconnection, unless the provisions of article 3.4.1 apply.

3.4.5   Modification of the Small Generating Facility

The Interconnection Customer must receive written authorization from the NYISO and

Connecting Transmission Owner before making any change to the Small Generating Facility that
may have a material impact on the safety or reliability of the New York State Transmission System
or the Distribution System.  Such authorization shall not be unreasonably withheld.
Modifications shall be done in accordance with Good Utility Practice.  If the Interconnection
Customer makes such modification without the prior written authorization of the NYISO and
Connecting Transmission Owner, the Connecting Transmission Owner shall have the right to
temporarily disconnect the Small Generating Facility.  If disconnected, the Small Generating
Facility will not be reconnected until the unauthorized modifications are authorized or removed.

3.4.6   Reconnection

The Parties shall cooperate with each other to restore the Small Generating Facility,

Interconnection Facilities, and the New York State Transmission System and Distribution System to their normal operating state as soon as reasonably practicable following a temporary
disconnection.

SERVICE AGREEMENT NO. 2624

Article 4. Cost Responsibility for Interconnection Facilities and Distribution
 Upgrades

4.1 Interconnection Facilities

4.1.1   The Interconnection Customer shall pay for the cost of the Interconnection

Facilities itemized in Attachment 2 of this Agreement.  The Connecting

Transmission Owner, shall provide a best estimate cost, including overheads, for
the purchase and construction of its Interconnection Facilities and provide a
detailed itemization of such costs.  Costs associated with Interconnection
Facilities may be shared with other entities that may benefit from such facilities by
agreement of the Interconnection Customer, such other entities, and the Connecting
Transmission Owner.

4.1.2   The Interconnection Customer shall be responsible for its share of all reasonable
 expenses, including overheads, associated with (1) owning, operating, maintaining,
 repairing, and replacing its own Interconnection Facilities, and (2) operating,
 maintaining, repairing, and replacing the Connecting Transmission Owner’s
 Interconnection Facilities, as set forth in Attachment 2 to this Agreement.

4.2 Distribution Upgrades

The Connecting Transmission Owner shall design, procure, construct, install, and own the Distribution Upgrades described in Attachment 6 of this Agreement.  If the Connecting
Transmission Owner and the Interconnection Customer agree, the Interconnection Customer may construct Distribution Upgrades.  The actual cost of the Distribution Upgrades, including
overheads, shall be directly assigned to the Interconnection Customer.  The Interconnection
Customer shall be responsible for its share of all reasonable expenses, including overheads,
associated with owning, operating, maintaining, repairing, and replacing the Distribution
Upgrades, as set forth in Attachment 6 to this Agreement.

SERVICE AGREEMENT NO. 2624

Article 5. Cost Responsibility for System Upgrade Facilities and System
 Deliverability Upgrades

5.1 Applicability

No portion of this article 5 shall apply unless the interconnection of the Small Generating Facility requires System Upgrade Facilities or System Deliverability Upgrades.

5.2 System Upgrades

The Connecting Transmission Owner shall procure, construct, install, and own the System
Upgrade Facilities and System Deliverability Upgrades described in Attachment 6 of this
Agreement.  To the extent that design work is necessary in addition to that already accomplished
in the Class Year Interconnection Facilities Study for the Interconnection Customer, the
Connecting Transmission Owner shall perform or cause to be performed such work.  If the Parties
agree, the Interconnection Customer may construct System Upgrade Facilities and System
Deliverability Upgrades.

5.2.1   As described in Section 32.3.5.3 of the SGIP in Attachment Z of the ISO OATT,
 the responsibility of the Interconnection Customer for the cost of the System
 Upgrade Facilities and System Deliverability Upgrades described in Attachment 6
 of this Agreement shall be determined in accordance with Attachment S of the ISO
 OATT, as required by Section 32.3.5.3.2 of Attachment Z.  The Interconnection
 Customer shall be responsible for all System Upgrade Facility costs as required by
 Section 32.3.5.3.2 of Attachment Z or its share of any System Upgrade Facilities
 and System Deliverability Upgrades costs resulting from the final Attachment S
 process, as applicable, and Attachment 6 to this Agreement shall be revised
 accordingly.

5.2.2   Pending the outcome of the Attachment S cost allocation process, if applicable, the
 Interconnection Customer may elect to proceed with the interconnection of its
 Small Generating Facility in accordance with Section 32.3.5.3 of the SGIP.

5.3  Special Provisions for Affected Systems

For the repayment of amounts advanced to the Affected System Operator for System

Upgrade Facilities or System Deliverability Upgrades, the Interconnection Customer and Affected
System Operator shall enter into an agreement that provides for such repayment, but only if
responsibility for the cost of such System Upgrade Facilities is not to be allocated in accordance
with Attachment S of the ISO OATT.  The agreement shall specify the terms governing payments

SERVICE AGREEMENT NO. 2624

to be made by the Interconnection Customer to the Affected System Operator as well as the repayment by the Affected System Operator.

Article 6. Billing, Payment, Milestones, and Financial Security

6.1 Billing and Payment Procedures and Final Accounting

6.1.1   The Connecting Transmission Owner shall bill the Interconnection Customer for
 the design, engineering, construction, and procurement costs of Interconnection
 Facilities and Upgrades contemplated by this Agreement on a monthly basis, or as
 otherwise agreed by the Parties.  The Interconnection Customer shall pay all
 invoice amounts within 30 calendar days after receipt of the invoice.

6.1.2   Within three months of completing the construction and installation of the

Connecting Transmission Owner’s Interconnection Facilities and/or Upgrades

described in the Attachments to this Agreement, the Connecting Transmission

Owner shall provide the Interconnection Customer with a final accounting report of
any difference between (1) the Interconnection Customer’s cost responsibility for
the actual cost of such facilities or Upgrades, and (2) the Interconnection
Customer’s previous aggregate payments to the Connecting Transmission Owner
for such facilities or Upgrades.  If the Interconnection Customer’s cost
responsibility exceeds its previous aggregate payments, the Connecting
Transmission Owner shall invoice the Interconnection Customer for the amount
due and the Interconnection Customer shall make payment to the Connecting
Transmission Owner within 30 calendar days.  If the Interconnection Customer’s
previous aggregate payments exceed its cost responsibility under this Agreement,
the Connecting Transmission Owner shall refund to the Interconnection Customer
an amount equal to the difference within 30 calendar days of the final accounting
report.

6.1.3   If the Interconnection Customer disputes an amount to be paid, the Interconnection
 Customer shall pay the disputed amount to the Connecting Transmission Owner or
 into an interest bearing escrow account, pending resolution of the dispute in
 accordance with Article 10 of this Agreement.  To the extent the dispute is
 resolved in the Interconnection Customer’s favor, that portion of the disputed
 amount will be credited or returned to the Interconnection Customer with interest at
 rates applicable to refunds under the Commission’s regulations.  To the extent the
 dispute is resolved in the Connecting Transmission Owner’s favor, that portion of
 any escrowed funds and interest will be released to the Connecting Transmission
 Owner.

SERVICE AGREEMENT NO. 2624

6.2 Milestones

Subject to the provisions of the SGIP, the Parties shall agree on milestones for which each
Party is responsible and list them in Attachment 4 of this Agreement.  A Party’s obligations under
this provision may be extended by agreement.  If a Party anticipates that it will be unable to meet
a milestone for any reason other than a Force Majeure event, it shall immediately notify the other
Party of the reason(s) for not meeting the milestone and: (1) propose the earliest reasonable
alternate date by which it can attain this and future milestones, and (2) requesting appropriate
amendments to Attachment 4.  The Party affected by the failure to meet a milestone shall not
unreasonably withhold agreement to such an amendment unless: (1) it will suffer significant
uncompensated economic or operational harm from the delay, (2) attainment of the same
milestone has previously been delayed, or (3) it has reason to believe that the delay in meeting the
milestone is intentional or unwarranted notwithstanding the circumstances explained by the Party
proposing the amendment.

6.3 Financial Security Arrangements

At least 20 Business Days prior to the commencement of the design, procurement,

installation, or construction of a discrete portion of the Connecting Transmission Owner’s

Interconnection Facilities and Upgrades, the Interconnection Customer shall provide the

Connecting Transmission Owner, at the Interconnection Customer’s option, a guarantee, a surety
bond, letter of credit or other form of security that is reasonably acceptable to the Connecting
Transmission Owner and is consistent with the Uniform Commercial Code of the jurisdiction
where the Point of Interconnection is located.  Such security for payment shall be in an amount
sufficient to cover the costs for constructing, designing, procuring, and installing the applicable
portion of the Connecting Transmission Owner’s Interconnection Facilities and Upgrades and
shall be reduced on a dollar-for-dollar basis for payments made to the Connecting Transmission
Owner under this Agreement during its term.  The Connecting Transmission Owner may draw on
any such security to the extent that the Interconnection Customer fails to make any payments due
under this Agreement.  In addition:

6.3.1   The guarantee must be made by an entity that meets the creditworthiness

requirements of the Connecting Transmission Owner, and contain terms and conditions that guarantee payment of any amount that may be due from the Interconnection Customer, up to an agreed-to maximum amount.

6.3.2   The letter of credit or surety bond must be issued by a financial institution or insurer
 reasonably acceptable to the Connecting Transmission Owner and must specify a
 reasonable expiration date.

6.3.3   Notwithstanding the above, Security posted for System Upgrade Facilities for a
 Small Generating Facility required to enter the Class Year process, or cash or

SERVICE AGREEMENT NO. 2624

Security provided for System Deliverability Upgrades, shall meet the requirements for Security contained in Attachment S to the ISO OATT.

Article 7. Assignment, Liability, Indemnity, Force Majeure, Consequential Damages,

and Default

7.1 Assignment

This Agreement, and each and every term and condition hereof, shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.  This
Agreement may be assigned by either Party upon 15 Business Days prior written notice and
opportunity to object by the other Party; provided that:

7.1.1   A Party may assign this Agreement without the consent of the other Parties to any
 affiliate of the assigning Party with an equal or greater credit rating and with the
 legal authority and operational ability to satisfy the obligations of the assigning
 Party under this Agreement, provided that the Interconnection Customer promptly
 notifies the NYISO and the Connecting Transmission Owner of any such
 assignment.  A Party may assign this Agreement without the consent of the other
 Party in connection with the sale, merger, restructuring, or transfer of a substantial
 portion of all of its assets, including the Interconnection Facilities it owns, so long
 as the assignee in such a transaction directly assumes all rights, duties and
 obligation arising under this Agreement.

7.1.2   The Interconnection Customer shall have the right to assign this Agreement,

without the consent of the NYISO or Connecting Transmission Owner, for

collateral security purposes to aid in providing financing for the Small Generating
Facility.

7.1.3   Any attempted assignment that violates this article is void and ineffective.

Assignment shall not relieve a Party of its obligations, nor shall a Party’s

obligations be enlarged, in whole or in part, by reason thereof.  An assignee is

responsible for meeting the same financial, credit, and insurance obligations as the Interconnection Customer.  Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed.

7.2 Limitation of Liability

Each Party’s liability to the other Party for any loss, cost, claim, injury, liability, or

expense, including reasonable attorney’s fees, relating to or arising from any act or omission in its
performance of this Agreement, shall be limited to the amount of direct damage actually incurred.

SERVICE AGREEMENT NO. 2624

In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages.

7.3 Indemnity

7.3.1   This provision protects each Party from liability incurred to third parties as a result
 of carrying out the provisions of this Agreement.  Liability under this provision is
 exempt from the general limitations on liability found in article 7.2.

7.3.2   Each Party (the “Indemnifying Party”) shall at all times indemnify, defend, and

hold harmless the other Party (the “ Indemnified Party”) from, any and all damages,
losses, claims, including claims and actions relating to injury to or death of any
person or damage to property, the alleged violation of any Environmental Law, or
the release or threatened release of any Hazardous Substance, demand, suits,
recoveries, costs and expenses, court costs, attorney fees, and all other obligations
by or to third parties (any and all of these a “Loss”), arising out of or resulting from:

(i) the Indemnified Party’s performance 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 by the Indemnified Party, or (ii) the violation by the
Indemnifying Party of any Environmental Law or the release by the Indemnifying Party of a Hazardous Substance.

7.3.3   If a Party is entitled to indemnification under this article as a result of a claim by a
 third party, and the Indemnifying Party fails, after notice and reasonable
 opportunity to proceed under this article, 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.

7.3.4   If the Indemnifying Party is obligated to indemnify and hold the Indemnified Party
 harmless under this article, 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.

7.3.5   Promptly after receipt by the 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 this article 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.

SERVICE AGREEMENT NO. 2624

7.4 Consequential Damages

Other than as expressly provided for in this Agreement, neither Party shall be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special,
indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to the
other Party under another agreement will not be considered to be special, indirect, incidental, or
consequential damages hereunder.

7.5 Force Majeure

7.5.1   As used in this article, a “Force Majeure Event” 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 an act of negligence or intentional wrongdoing.”  For the
 purposes of this article, this definition of Force Majeure shall supersede the
 definitions of Force Majeure set out in Section 32.10.1 of the ISO OATT.

7.5.2   If a Force Majeure Event prevents a Party from fulfilling any obligations under this
 Agreement, the Party affected by the Force Majeure Event (“Affected Party”) shall
 promptly notify the other Party, either in writing or via the telephone, of the
 existence of the Force Majeure Event.  The notification must specify in reasonable
 detail the circumstances of the Force Majeure Event, its expected duration, and the
 steps that the Affected Party is taking to mitigate the effects of the event on its
 performance.  The Affected Party shall keep the other Party informed on a
 continuing basis of developments relating to the Force Majeure Event until the
 event ends.  The Affected Party will be entitled to suspend or modify its
 performance of obligations under this Agreement (other than the obligation to
 make payments) only to the extent that the effect of the Force Majeure Event
 cannot be mitigated by the use of Reasonable Efforts.  The Affected Party will use
 Reasonable Efforts to resume its performance as soon as possible.

7.6 Breach and Default

7.6.1   No Breach of this Agreement shall exist where such failure to discharge an

obligation (other than the payment of money) is the result of a Force Majeure Event
or the result of an act or omission of the other Party.  Upon a Breach, the
non-breaching Party shall give written notice of such Breach to the Breaching

SERVICE AGREEMENT NO. 2624

Party.  Except as provided in article 7.6.2, the Breaching Party shall have 60

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 60 calendar days,
the Breaching Party shall commence such cure within 20 calendar days after notice and continuously and diligently complete such cure within six months from receipt of the Breach notice; and, if cured within such time, the Breach specified in such
notice shall cease to exist.

7.6.2   If a Breach is not cured as provided in this article, or if a Breach is not capable of
 being cured within the period provided for herein, a Default shall exist and the
 non-defaulting Party shall thereafter have the right to terminate this Agreement, in
 accordance with article 3.3 hereof, by written notice to the defaulting Party at any
 time until cure occurs, and be relieved of any further obligation hereunder and,
 whether or not that Party 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 shall survive
 termination of this Agreement.

7.6.3   In cases where the Interconnection Customer has elected to proceed under Section

32.3.5.3 of the SGIP, if the Interconnection Request is withdrawn or deemed

withdrawn pursuant to the SGIP during the term of this Agreement, this Agreement shall terminate.

SERVICE AGREEMENT NO. 2624

Article 8. Insurance

8.1  The Interconnection Customer shall, at its own expense, maintain in force general liability

insurance without any exclusion for liabilities related to the interconnection undertaken
pursuant to this Agreement.  The amount of such insurance shall be sufficient to insure
against all reasonably foreseeable direct liabilities given the size and nature of the
generating equipment being interconnected, the interconnection itself, and the
characteristics of the system to which the interconnection is made.  Such insurance
coverage is specified in Attachment 7 to this Agreement.  The Interconnection Customer
shall obtain additional insurance only if necessary as a function of owning and operating a
generating facility.  Such insurance shall be obtained from an insurance provider
authorized to do business in New York State where the interconnection is located.
Certification that such insurance is in effect shall be provided upon request of the
Connecting Transmission Owner, except that the Interconnection Customer shall show
proof of insurance to the Connecting Transmission Owner no later than ten Business Days
prior to the anticipated commercial operation date.  An Interconnection Customer of
sufficient creditworthiness may propose to self-insure for such liabilities, and such a
proposal shall not be unreasonably rejected.

8.2  The Connecting Transmission Owner agree to maintain general liability insurance or

self-insurance consistent with the existing commercial practice.  Such insurance or
self-insurance shall not exclude the liabilities undertaken pursuant to this Agreement.

8.3  The Parties further agree to notify one another whenever an accident or incident occurs

resulting in any injuries or damages that are included within the scope of coverage of such insurance, whether or not such coverage is sought.

SERVICE AGREEMENT NO. 2624

Article 9. Confidentiality

9.1  Confidential Information shall mean any confidential and/or proprietary information

provided by one Party to the other Party that is clearly marked or otherwise designated

“Confidential.”  For purposes of this Agreement all design, operating specifications, and
metering data provided by the Interconnection Customer shall be deemed Confidential
Information regardless of whether it is clearly marked or otherwise designated as such.
Confidential Information shall include, without limitation, information designated as such
by the NYISO Code of Conduct contained in Attachment F to the ISO OATT.

9.2  Confidential Information does not include information previously in the public domain,

required to be publicly submitted or divulged by Governmental Authorities (after notice to the other Party and after exhausting any opportunity to oppose such publication or release), or necessary to be divulged in an action to enforce this Agreement.  Each Party receiving Confidential Information shall hold such information in confidence and shall not disclose it to any third party nor to the public without the prior written authorization from the Party
providing that information, except to fulfill obligations under this Agreement, or to fulfill legal or regulatory requirements.

9.2.1   Each Party shall employ at least the same standard of care to protect Confidential
 Information obtained from the other Party as it employs to protect its own
 Confidential Information.

9.2.2   Each Party is entitled to equitable relief, by injunction or otherwise, to enforce its
 rights under this provision to prevent the release of Confidential Information
 without bond or proof of damages, and may seek other remedies available at law or
 in equity for breach of this provision.

9.3  Notwithstanding anything in this article to the contrary, and pursuant to 18 CFR §

lb.20, if FERC, during the course of an investigation or otherwise, requests

information from the other Party that is otherwise required to be maintained in
confidence pursuant to this Agreement, the Party shall provide the requested
information to FERC, within the time provided for in the request for information.
In providing the information to FERC, the Party may, consistent with 18 CFR §
388.112, request that the information be treated as confidential and non-public by
FERC and that the information be withheld from public disclosure.  Each Party is
prohibited from notifying the other Party to this Agreement prior to the release of
the Confidential Information to FERC.  The Party shall notify the other Party to
this Agreement when it is notified by FERC that a request to release Confidential
Information has been received by FERC, at which time either of the Parties may
respond before such information would be made public, pursuant to 18 CFR §
388.112.  Requests from a state regulatory body conducting a confidential

SERVICE AGREEMENT NO. 2624

investigation shall be treated in a similar manner if consistent with the applicable state rules and regulations.

9.4 Consistent with the provisions of this article 9, the Parties to this Agreement will

cooperate in good faith to provide each other, Affected Systems, Affected System

Operators, and state and federal regulators the information necessary to carry out

the terms of the SGIP and this Agreement.

Article 10. Disputes

10.1 The Connecting Transmission Owner and Interconnection Customer agree to attempt to

resolve all disputes arising out of the interconnection process according to the provisions of

this article.

10.2  In the event of a dispute, the Parties will first attempt to promptly resolve it on an informal

basis.  If the Parties cannot promptly resolve the dispute on an informal basis, then either Party shall provide the other Party with a written Notice of Dispute.  Such notice shall describe in detail the nature of the dispute.

10.3  If the dispute has not been resolved within two Business Days after receipt of the notice,

either Party may contact FERC’s Dispute Resolution Service (“DRS”) for assistance in resolving the dispute.

10.4  The DRS will assist the Parties in either resolving their dispute or in selecting an

appropriate dispute resolution venue (e.g., mediation, settlement judge, early neutral

evaluation, or technical expert) to assist the Parties in resolving their dispute.  The result of this dispute resolution process will be binding only if the Parties agree in advance. DRS can be reached at 1-877-337-2237 or via the internet at

http://www.ferc.gov/legal/adr.asp.

10.5 Each Party agrees to conduct all negotiations in good faith and will be responsible for

one-half of any costs paid to neutral third-parties.

10.6  If either Party elects to seek assistance from the DRS, or if the attempted dispute resolution

fails, then either Party may exercise whatever rights and remedies it may have in equity or law consistent with the terms of this Agreement.

SERVICE AGREEMENT NO. 2624

Article 11. Taxes

11.1  The Parties agree to follow all applicable tax laws and regulations, consistent with

FERC policy and Internal Revenue Service requirements.

11.2  Each Party shall cooperate with the other Parties to maintain the other Party’s tax status.

Nothing in this Agreement is intended to adversely affect the tax status of either Party

including 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.

11.3  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.

11.4  Any payments due to the Connecting Transmission Owner under this Agreement shall be

adjusted to include any tax liability incurred by the Connecting Transmission Owner with respect to the interconnection request which is the subject of this Agreement.  Such
adjustments shall be made in accordance with the provisions of Article 5.17 of the LGIA in Attachment X of the ISO OATT.  Except where otherwise noted, all costs, deposits,
financial obligations and the like specified in this Agreement shall be assumed not to
reflect the impact of applicable taxes.

SERVICE AGREEMENT NO. 2624

Article 12.  Miscellaneous

12.1  Governing Law, Regulatory Authority, and Rules

The validity, interpretation and enforcement 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.  This Agreement is subject to all Applicable Laws and Regulations.  Each Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws, orders, or regulations of a Governmental Authority.

12.2 Amendment

The Parties may amend this Agreement by a written instrument duly executed by the Parties, or under article 12.12 of this Agreement.

12.3  No Third-Party Beneficiaries

This Agreement is not intended to and does not create rights, remedies, or benefits of any
character whatsoever in favor of any persons, corporations, associations, or entities other than the
Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their
successors in interest and where permitted, their assigns.  Notwithstanding the foregoing, any
subcontractor of the Connecting Transmission Owner assisting that Party with the Interconnection
Request covered by this Agreement shall be entitled to the benefits of indemnification provided for
under Article 7.3 of this Agreement and the limitation of liability provided for in Article 7.2 of this
Agreement.

12.4 Waiver

12.4.1 The failure of a Party to this Agreement to insist, on any occasion, upon strict

performance of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party.

12.4.2 Any waiver at any time by a Party of its rights with respect to this Agreement shall
 not be deemed a continuing waiver or a waiver with respect to any other failure to
 comply with any other obligation, right, duty of this Agreement.  Termination or
 default of this Agreement for any reason by Interconnection Customer shall not
 constitute a waiver of the Interconnection Customer’s legal rights to obtain an
 interconnection from the NYISO.  Any waiver of this Agreement shall, if
 requested, be provided in writing.

SERVICE AGREEMENT NO. 2624

12.5 Entire Agreement

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

12.6  Multiple Counterparts

This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument.

12.7 No Partnership

This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon either Party.  Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party.

12.8 Severability

If any provision or portion of this Agreement shall for any reason be held or adjudged to be
invalid or illegal or unenforceable by any court of competent jurisdiction or other Governmental
Authority, (1) such portion or provision shall be deemed separate and independent, (2) the Parties
shall negotiate in good faith to restore insofar as practicable the benefits to each Party that were
affected by such ruling, and (3) the remainder of this Agreement shall remain in full force and
effect.

12.9  Security Arrangements

Infrastructure security of electric system equipment and operations and control hardware
and software is essential to ensure day-to-day reliability and operational security.  FERC expects
the NYISO, the Connecting Transmission Owner, Market Participants, and Interconnection
Customers interconnected to electric systems to comply with the recommendations offered by the
President’s Critical Infrastructure Protection Board and, eventually, best practice
recommendations from the electric reliability authority.  All public utilities are expected to meet
basic standards for system infrastructure and operational security, including physical, operational,

SERVICE AGREEMENT NO. 2624

and cyber-security practices.

12.10  Environmental Releases

Each Party shall notify the other Party, first orally and then in writing, of the release of any
hazardous substances, any asbestos or lead abatement activities, or any type of remediation
activities related to the Small Generating Facility or the Interconnection Facilities, each of which
may reasonably be expected to affect the other Party.  The notifying Party shall: (1) provide the
notice as soon as practicable, provided such Party makes a good faith effort to provide the notice
no later than 24 hours after such Party becomes aware of the occurrence, and (2) promptly furnish
to the other Party copies of any publicly available reports filed with any governmental authorities
addressing such events.

12.11  Subcontractors

Nothing in this Agreement shall prevent a Party from utilizing the services of any

subcontractor as it deems appropriate to perform its obligations under this Agreement; provided, however, that each Party shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in providing such services and each Party shall remain primarily liable to the other Party for the performance of such subcontractor.

12.11.1  The creation of any subcontract relationship shall not relieve the hiring

Party of any of its obligations under this Agreement.  The hiring Party shall
be fully responsible to the other Party to the extent provided for in Articles

7.2 and 7.3 above for the acts or omissions of any subcontractor the hiring
Party hires as if no subcontract had been made; provided, however, that in
no event shall the Connecting Transmission Owner be liable for the actions
or inactions of the Interconnection Customer or its subcontractors with
respect to obligations of the Interconnection Customer under this
Agreement.  Any applicable obligation imposed by this Agreement upon
the hiring Party shall be equally binding upon, and shall be construed as
having application to, any subcontractor of such Party.

12.11.2 The obligations under this article will not be limited in any way by any

limitation of subcontractor’s insurance.

12.12  Reservation of Rights

Nothing in this Agreement shall alter the right of the Connecting Transmission Owner to
make unilateral filings with FERC to modify this Agreement with respect to any rates, terms and
conditions, charges, classifications of service, rule or regulation under Section 205 or any other

SERVICE AGREEMENT NO. 2624

applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder which rights are expressly reserved herein, and the existing rights of the Interconnection Customer to
make a unilateral filing with FERC to modify this Agreement under any applicable provision of
the Federal Power Act and FERC’s rules and regulations are also expressly reserved herein;
provided that each Party shall have the right to protest any such filing by the other Party and to
participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under Sections 205 or
206 of the Federal Power Act and FERC’s rules and regulations, except to the extent that the
Parties otherwise agree as provided herein.

Article 13. Notices

13.1 General

Unless otherwise provided in this Agreement, any written notice, demand, or request required or authorized in connection with this Agreement shall be deemed properly given if delivered in person, delivered by recognized national courier service, or sent by first class mail, postage prepaid, to the person specified below:

If to the Interconnection Customer:

Tesla, Inc.

Attention: General Counsel

Address: 3500 Deer Creek Road

City:   Palo Alto State:  CA Zip: 94304

Phone: +1. 650.681.5000

If to the Connecting Transmission Owner:

Niagara Mohawk Power Corporation d/b/a/ National Grid
Attention:  Kevin Reardon, Director, Commercial Services

Address: 40 Sylvan Road

City:  Waltham State:  MA Zip: 02451

Phone: (781) 907-2411

Fax: (781) 907-5707

E-mail:  Kevin.reardon@nationalgrid.com

If to the NYISO:

Attention:  Vice President, Operations

Address:  New York Independent System Operator, Inc., 3890 Carman Road

SERVICE AGREEMENT NO. 2624

City:  Schenectady   State:  NY    Zip: 12303

Phone: (518) 356-6000

Fax: (518) 356-6118

13.2 Billing and Payment

Billings and payments shall be sent to the addresses set out below:

Interconnection Customer: Tesla, Inc.

Attention: Neil Libidinsky

Address: 6611 S Las Vegas Blvd, Suite 200

City:   Las Vegas,  State: NV Zip: 89119

Phone: 702.680.6762

E-mail: commercial.interconnection@tesla.com

Connecting Transmission Owner:

Niagara Mohawk Power Corporation d/b/a/ National Grid
Attention:  Kevin Reardon, Director, Commercial Services

Address: 40 Sylvan Road

City:  Waltham State:  MA Zip: 02451

Phone: (781) 907-2411

Fax: (781) 907-5707

E-mail:  Kevin.reardon@nationalgrid.com

13.3  Alternative Forms of Notice

Any notice or request required or permitted to be given by either Party to the other and not required by this Agreement to be given in writing may be so given by telephone or e-mail to the telephone numbers and e-mail addresses set out below:

If to the Interconnection Customer:

Interconnection Customer:    Tesla, Inc. Attention: General Counsel

Address: 3500 Deer Creek Road

City:   Palo Alto State:  CA Zip: 94304

Phone: +1. 650.681.5000
E-mail: legal@tesla.com

If to the Connecting Transmission Owner:

Niagara Mohawk Power Corporation d/b/a/ National Grid
Attention:  Kevin Reardon, Director, Commercial Services

Address: 40 Sylvan Road

City:  Waltham State:  MA Zip: 02451

SERVICE AGREEMENT NO. 2624

Phone: (781) 907-2411

Fax: (781) 907-5707

E-mail:  Kevin.reardon@nationalgrid.com

If to the NYISO:

Attention:  Vice President, Operations

Address:  New York Independent System Operator, Inc., 3890 Carman Road

City:  Schenectady   State:  NY    Zip: 12303

Phone: (518) 356-6000

Fax: (518) 356-6118

13.4 Designated Operating Representative

The Parties may also designate operating representatives to conduct the communications
which may be necessary or convenient for the administration of this Agreement.  This person will
also serve as the point of contact with respect to operations and maintenance of the Party’s
facilities.

Interconnection Customer’s Operating Representative:

Attention: Neil Libidinsky

Address: 6611 S Las Vegas Blvd, Suite 200

City:   Las Vegas,  State: NV Zip: 89119

Phone: 702.680.6762

E-mail: commercial.interconnection@tesla.com

Connecting Transmission Owner’s Operating Representative: Niagara Mohawk Corporation d/b/a National Grid

Attention:  ERCC Shift Supervisor

Address: 5215 Western Turnpike

City:  Altamont     State:  NY     Zip: 12009

Phone: (518) 356-6471

SERVICE AGREEMENT NO. 2624

NYISO’s Operating Representative:

Attention:  Vice President, Operations

Address:  New York Independent System Operator, Inc., 3890 Carman Road

City:  Schenectady   State:  NY    Zip: 12303

Phone: (518) 356-6000

Fax: (518) 356-6118

13.5 Changes to the Notice Information

Either Party may change this information by giving five Business Days written notice prior to the effective date of the change.

SERVICE AGREEMENT NO. 2624

Article 14. Signatures

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives.

SERVICE AGREEMENT NO. 2624

Attachment 1 - Glossary of Terms

Affected System - 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 - Affected System Operator shall mean the operator of any Affected
System.

Affected Transmission Owner - 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 Z and Attachment S to the ISO OATT.

Applicable Laws and Regulations - 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 Standards - The criteria, requirements and guidelines of the North

American Electric Reliability Council, the Northeast Power Coordinating Council, the New York
State Reliability Council and related and successor organizations, or the Transmission District to
which the Interconnection Customer’s Small Generating Facility is directly interconnected, as
those criteria, requirements and guidelines are amended and modified and in effect from time to
time; provided that neither Party shall waive its right to challenge the applicability of or validity of
any criterion, requirement or guideline as applied to it in the context of Attachment Z to the ISO
OATT and this Agreement.  For the purposes of this Agreement, this definition of Applicable
Reliability Standards shall supersede the definition of Applicable Reliability Standards set out in
Attachment X to the ISO OATT.

Base Case - The base case power flow, short circuit, and stability data bases used for the
Interconnection Studies by NYISO, Connecting Transmission Owner or Interconnection
Customer; described in Section 32.2.3 of the Large Facility Interconnection Procedures.

Breach - The failure of a Party to perform or observe any material term or condition of this Agreement.

Business Day - Monday through Friday, excluding federal holidays.

SERVICE AGREEMENT NO. 2624

Capacity Resource Interconnection Service - The service provided by NYISO to

Interconnection Customers that satisfy the NYISO Deliverability Interconnection Standard or that
are otherwise eligible to receive CRIS in accordance with Attachment S to the ISO OATT; such
service being one of the eligibility requirements for participation as a NYISO Installed Capacity
Supplier.

Commercial Operation shall mean the status of the Small Generating Facility that has

commenced generating electricity for sale, excluding electricity generated during Trial Operation,
notice of which must be provided to the NYISO in the form of Attachment 9 to this Agreement.

Commercial Operation Date of a unit shall mean the date on which the Large Generating Facility commences Commercial Operation as agreed to by the Parties, notice of which must be provided to the NYISO in the form of Attachment 9 to this Agreement.

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

Default - The failure of a Party in Breach of this Agreement to cure such Breach under this Agreement.

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

Distribution Upgrades - The additions, modifications, and upgrades to the Connecting

Transmission Owner’s Distribution System at or beyond the Point of Interconnection to facilitate interconnection of the Small Generating Facility and render the transmission service necessary to effect the Interconnection Customer’s wholesale sale of electricity in interstate commerce.
Distribution Upgrades do not include Interconnection Facilities or System Upgrade Facilities or System Deliverability Upgrades.

Energy Resource Interconnection Service - The service provided by NYISO to interconnect the
Interconnection Customer’s Small Generating Facility to the New York State Transmission
System or Distribution System in accordance with the NYISO Minimum Interconnection
Standard, to enable the New York State Transmission System to receive Energy and Ancillary

SERVICE AGREEMENT NO. 2624

Services from the Small Generating Facility, pursuant to the terms of the ISO OATT.

Force Majeure - 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
an act of negligence or intentional wrongdoing.  For the purposes of this Agreement, this
definition of Force Majeure shall supersede the definitions of Force Majeure set out in Section

32.2.11 of the NYISO Open Access Transmission Tariff.

Good Utility Practice - 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 be acceptable practices, methods, or acts generally accepted in
the region.

Governmental Authority - 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 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 the Interconnection Customer, NYISO, Affected
Transmission Owner, Connecting Transmission Owner or any Affiliate thereof.

Initial Synchronization Date shall mean the date upon which the Small Generating Facility is

initially synchronized and upon which Trial Operation begins, notice of which must be provided to the NYISO in the form of Attachment 8.

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 Interconnection Facilities to obtain back
feed power.

Interconnection Customer - The entity, including the Transmission Owner or any of the affiliates or subsidiaries, that proposes to interconnect its Small Generating Facility with the New York State Transmission System or the Distribution System.

Interconnection Facilities - The Connecting Transmission Owner’s Interconnection Facilities
and the Interconnection Customer’s Interconnection Facilities.  Collectively, Interconnection

SERVICE AGREEMENT NO. 2624

Facilities include all facilities and equipment between the Small Generating Facility and the Point of Interconnection, including any modification, additions or upgrades that are necessary to
physically and electrically interconnect the Small Generating Facility to the New York State
Transmission System or the Distribution System.  Interconnection Facilities are sole use facilities and shall not include Distribution Upgrades or System Upgrade Facilities.

Interconnection Request - The Interconnection Customer’s request, in accordance with the

Tariff, to interconnect a new Small Generating Facility, or to materially increase the capacity of, or
make a material modification to the operating characteristics of, an existing Small Generating
Facility that is interconnected with the New York State Transmission System or the Distribution
System.  For the purposes of this Agreement, this definition of Interconnection Request shall
supersede the definition of Interconnection Request set out in Attachment X to the ISO OATT.

Interconnection Study - Any study required to be performed under Sections 32.2 or 32.3 of the
SGIP.

ISO - The NYISO.

Material Modification - A modification that has a material impact on the cost or timing of any Interconnection Request with a later queue priority date.

New York State Transmission System - 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.

NYISO - The New York Independent System Operator, Inc. or its successor.

NYISO Deliverability Interconnection Standard - The standard that must be met, unless

otherwise provided for by Attachment S to the ISO OATT, by (i) any generation facility larger
than 2 MW in order for that facility to obtain CRIS; (ii)  any Class Year Transmission Project
proposing to interconnect to the New York State Transmission System and receive Unforced
Capacity Delivery Rights; (iii) any entity requesting External CRIS Rights, and (iv) any entity
requesting a CRIS transfer pursuant to Section 25.9.5 of Attachment S to the ISO OATT.  To
meet the NYISO Deliverability Interconnection Standard, the Interconnection Customer must, in
accordance with the rules in Attachment S to the ISO OATT, fund or commit to fund any System
Deliverability Upgrades identified for its project in the Class Year Deliverability Study.

NYISO Minimum Interconnection Standard - The reliability standard that must be met by any
generation facility or Class Year Transmission Project that is subject to NYISO’s Large Facility
Interconnection Procedures in Attachment X to the ISO OATT or the NYISO’s Small Generator

SERVICE AGREEMENT NO. 2624

Interconnection Procedures in this Attachment Z, that is proposing to connect to the New York
State Transmission System or Distribution System, to obtain ERIS.  The Minimum
Interconnection Standard is designed to ensure reliable access by the proposed project to the New
York State Transmission System or to the Distribution System.  The Minimum Interconnection
Standard does not impose any deliverability test or deliverability requirement on the proposed
interconnection.

OATT - The Tariff.

Operating Requirements - Any operating and technical requirements that may be applicable due to Regional Transmission Organization, Independent System Operator, control area, or the
Connecting Transmission Owner’s requirements, including those set forth in this Agreement. Operating Requirements shall include Applicable Reliability Standards.

Party or Parties - The Connecting Transmission Owner, Interconnection Customer or both.

Point of Interconnection - The point where the Interconnection Facilities connect with the New York State Transmission System or the Distribution System.

Reasonable Efforts - 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.

Small Generating Facility - The Interconnection Customer’s facility, no larger than 20 MW for
the production and/or storage for later injection of electricity identified in the Interconnection
Request if proposing to interconnect to the New York State Transmission System or Distribution
System, but shall not include (i) facilities proposing to simply receive power from the New York
State Transmission System or the Distribution System; (ii) facilities proposing to interconnect to
the New York State Transmission System or the Distribution System made solely for the purpose
of generation with no wholesale sale for resale nor to net metering; (iii) facilities proposing to the
New York State Transmission System or the Distribution System made solely for the purpose of
net metering; (iv) facilities proposing to interconnect to LIPA’s distribution facilities; and (v) the
Interconnection Customer’s Interconnection Facilities.  A facility will be treated as a single Small
Generating Facility if all units within the facility are behind a single facility meter, even if such
units are different technology types.

System Deliverability Upgrades - 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 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 for

SERVICE AGREEMENT NO. 2624

Capacity Resource Interconnection Service.

System Upgrade Facilities - 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 modification 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 - The NYISO’s Open Access Transmission Tariff, as filed with the FERC, and as amended or supplemented from time to time, or any successor tariff.

Trial Operation shall mean the period during which Interconnection Customer is engaged in
onsite test operations and commissioning of the Small Generating Facility prior to Commercial
Operation.

Upgrades - The required additions and modifications to the Connecting Transmission Owner’s
portion of the New York State Transmission System or the Distribution System at or beyond the
Point of Interconnection.  Upgrades may be System Upgrade Facilities or System Deliverability
Upgrades Distribution Upgrades.  Upgrades do not include Interconnection Facilities.

Attachment 2 - Detailed Scope of Work, Including Description and Costs of the Small

SERVICE AGREEMENT NO. 2624

Generating Facility, Interconnection Facilities, and Metering Equipment

Equipment, including the Small Generating Facility, Interconnection Facilities, and

metering equipment shall be itemized and identified as being owned by the Interconnection

Customer, or the Connecting Transmission Owner.  The Connecting Transmission Owner will provide a best estimate itemized cost, including overheads, of its Interconnection Facilities and metering equipment, and a best estimate itemized cost of the annual operation and maintenance expenses associated with its Interconnection Facilities and metering equipment.

A. PROJECT DESCRIPTION

The generating facility, located at 1339 South Park Ave in Buffalo, NY, consists of
(6,048) 375W solar photovoltaic modules connected to (54) 36.6 kW solar inverters, totaling
1,976.4 kW-AC of peak generation, installed on the rooftop of the existing customer building.
The inverters will connect at 480V at three separate locations within the building, at existing
switchgear serving the building loads, using circuit breakers suitable for the switchgear to which
they’re connecting.  The Point of Interconnection (POI) shall be Structure number 4 of the tap line
referred to as the Republic Tap from the Gardenville - Ohio Street No. 145 and 146 115 kV
transmission lines owned by Connecting Transmission Owner.  Point of Change of Ownership
(POCO) is the point of attachment of Connecting Transmission Owner’s conductor to
Interconnection Customer’s existing A-frame receiving structure at its building.  Connecting
Transmission Owner owns the conductor extending from Structure 4, over the station fence, and to
the POCO.

B. INTERCONNECTION CUSTOMER’S INTERCONNECTION

FACILITIES

The Interconnection Customer’s Interconnection Facilities consist of all existing 480V,

34.5 kV, and 115 kV equipment and conductors currently providing power to the existing building loads from the Point of Change of Ownership, and which will additionally serve to transmit power from the generating facility to the Point of Interconnection, to the extent that the power is not consumed by the building’s loads.

C. CONNECTING TRANSMISSION OWNER’S INTERCONNECTION

FACILITIES

The Connecting Transmission Owner’s Interconnection Facilities (“CTOIFs”) consist of

all existing structures, conductor and facilities owned by the Connecting Transmission Owner and

located between the POI and PCO.

D.  SCOPE OF WORK AND RESPONSIBILITIES

SERVICE AGREEMENT NO. 2624

1.  Interconnection Customer’s Scope of Work and Responsibilities

The Interconnection Customer’s Interconnection Facilities shall be designed, constructed, operated, and maintained by the Interconnection Customer in accordance with the following requirements, to the extent not inconsistent with the terms of this Agreement, the NYISO OATT, or applicable NYISO Procedures:  NYISO requirements, industry standards and specifications, regulatory requirements, the Connecting Transmission Owner’s applicable Electric System
Bulletins (“ESBs”), provided at the following website:

https://www.nationalgridus.com/ProNet/Technical-Resources/Electric-Specifications, the Project
Specific Specifications, and Good Utility Practice.  All protection scheme design drawings and
relay settings shall be prepared by the Interconnection Customer’s NYS licensed professional
engineer, and the design and equipment specifications shall be provided to the Connecting
Transmission Owner for review, comment and acceptance, prior to application and testing in
accordance with the ESBs.  Interconnection Customer’s Small Generating Facility is afforded the
exemptions contained in Article 1.8.3.3 of this Agreement and Interconnection Customer shall
make Reasonable Efforts to keep outages of the Small Generating Facility’s governor or
equivalent controls and their impact on droop and deadband capability requirements contained in
Article 1.8.3 to a minimum whenever the Small Generating Facility is operated in parallel with the
New York State Transmission System.

2.  Connecting Transmission Owner’s Scope of Work and Responsibilities

No new CTOIFs are planned to support this generator. All CTOIF facilities currently exist.
Operation and maintenance costs associated with the Small Generating Facility, Interconnection
Customer Interconnection Facilities, and CTOIFs will be borne by the Party owning such
facilities.

E.  ESTIMATED COSTS OF INTERCONNECTION FACILITIES

No new facilities are expected to be constructed by the Connecting Transmission Owner.
Customer construction document review, site review and witness testing of customer equipment
are the only activities required of the Connecting Transmission Owner. This is estimated to be a
cost of $10,000 to the Interconnection Customer and will be reconciled to the actual costs at
project completion. A refund or further invoice will be generated based on the actual costs.

SERVICE AGREEMENT NO. 2624

Attachment 3 - One-line Diagram Depicting the Small Generating Facility,
 Interconnection Facilities, Metering Equipment, and Upgrades

SERVICE AGREEMENT NO. 2624

Attachment 4 - Milestones

In-Service Date: 9/16/21

Critical milestones and responsibility as agreed to by the Parties:

Milestone/Date Responsible Party

(1) Application submittal - 11/14/2019 Tesla

(2) Application accepted - 11/27/2019 National Grid

(3) Construction drawing submittal - 6/26/2020 Tesla

(4) Construction drawing review - 8/15/2020 National Grid

(5) Construction Start - 5/13/2021 Tesla

(6) Construction Finish - 8/5/2021 Tesla

(7) Testing plan/document submittal - 8/9/2021 Tesla

(8) Witness test - 8/30/2021 Tesla/National Grid

(9) Issue Permission to Operate - 9/16/2021 National Grid

(10) Project closeout/reconciliation: 3/16/2022 National Grid

SERVICE AGREEMENT NO. 2624

Attachment 5 - Additional Operating Requirements for the New York State Transmission System, the Distribution System and Affected Systems Needed to
 Support the Interconnection Customer’s Needs

The Connecting Transmission Owner shall also provide requirements that must be met by the Interconnection Customer prior to initiating parallel operation with the New York State
Transmission System or the Distribution System.

(a)  The Interconnection Customer must comply with all applicable NYISO tariffs and procedures, as amended from time to time.

(b)  To the extent not inconsistent with the terms of this Agreement, the NYISO OATT, or applicable NYISO procedures, Interconnection Customer must comply with Connecting
Transmission Owner’s operating instructions and requirements, which requirements shall include the dedicated data circuits, including system protection circuits, to be maintained by
Interconnection Customer in accordance with Article 1.5 of this Agreement.  Interconnection
Customer must also comply with the applicable requirements as set out in the Connecting
Transmission Owner’s ESBs, which have been identified and provided to the Interconnection
Customer as amended from time to time to the extent not inconsistent with the terms of this
Agreement or applicable NYISO tariffs and procedures.  Upon the Connecting Transmission
Owner’s notice to the Interconnection Customer of amendments to the ESBs, the Interconnection Customer has 30 days to comply with such amendments.

SERVICE AGREEMENT NO. 2624

Attachment 6 - Connecting Transmission Owner’s Description of its Upgrades
 and Best Estimate of Upgrade Costs

The Connecting Transmission Owner shall describe Upgrades and provide an itemized
best estimate of the cost, including overheads, of the Upgrades and annual operation and
maintenance expenses associated with such Upgrades.  The Connecting Transmission Owner
shall functionalize Upgrade costs and annual expenses as either transmission or distribution
related.

The cost estimate for System Upgrade Facilities and System Deliverability Upgrades shall
be taken from the ISO OATT Attachment S cost allocation process or applicable Interconnection
Study, as required by Section 32.3.5.3.2 of Attachment Z.  The cost estimate for Distribution
Upgrades shall include the costs of Distribution Upgrades that are reasonably allocable to the
Interconnection Customer at the time the estimate is made, and the costs of any Distribution
Upgrades not yet constructed that were assumed in the Interconnection Studies for the
Interconnection Customer but are, at the time of the estimate, an obligation of an entity other than
the Interconnection Customer.

The cost estimates for Distribution Upgrades, System Upgrade Facilities, and System

Deliverability Upgrades are estimates.  The Interconnection Customer is ultimately responsible for the actual cost of the Distribution Upgrades, System Upgrade Facilities, and System
Deliverability Upgrades needed for its Small Generating Facility, as that is determined under Attachments S, X, and Z of the ISO OATT.

A. DISTRIBUTION UPGRADES

None.

B. SYSTEM UPGRADE FACILITIES (“SUF”) - STAND ALONE SUFs

None.

C. SYSTEM UPGRADE FACILITIES - OTHER SUFs

None.

D. COST ESTIMATES RELATED TO DISTRIBUTION UPGRADES AND

SYSTEM UPGRADE FACILITIES

None.

SERVICE AGREEMENT NO. 2624

Attachment 7 - Insurance Coverage

Interconnection Customer shall, at its own expense, maintain in force throughout the period of this Agreement, the following minimum insurance coverage, with insurers
authorized to do business in the State of New York.

Commercial General Liability Insurance including, but not limited to, bodily injury,
property damage, products/completed operations, contractual and personal injury liability
with a combined single limit of $2 million per occurrence, $5 million annual aggregate.

SERVICE AGREEMENT NO. 2624

Attachment 8

Initial Synchronization Date

[Date]

New York Independent System Operator, Inc. Attn: Vice President, Operations

10 Krey Boulevard

Rensselaer, NY 12144

Niagara Mohawk Power Corporation d/b/a National Grid
Attention:  Director, Transmission Commercial Services

40 Sylvan Road

Waltham, MA  02541-1120

Re:  Tesla Solar Small Generating Facility

Dear :

On [Date] [Interconnection Customer] initially synchronized the Small
Generating Facility [specify units, if applicable].  This letter confirms that
[Interconnection Customer]’s Initial Synchronization Date was [specify].

Thank you.

[Signature]

[Interconnection Customer Representative]

SERVICE AGREEMENT NO. 2624

Attachment 9

Commercial Operation Date

[Date]

New York Independent System Operator, Inc. Attn: Vice President, Operations

10 Krey Boulevard

Rensselaer, NY 12144

Niagara Mohawk Power Corporation d/b/a National Grid
Attention:  Director, Transmission Commercial Services

40 Sylvan Road

Waltham, MA  02541-1120

Re:  Tesla Solar Small Generating Facility

Dear __________________:

On [Date] [Interconnection Customer] has completed Trial Operation of Unit No. ___.  This letter confirms that [Interconnection Customer] commenced Commercial
Operation of the Small Generating Facility [specify units, as applicable], effective as of [Date plus one day].

Thank you.

[Signature]

[Interconnection Customer Representative]