SERVICE AGREEMENT NO. 2723

SERVICE AGREEMENT NO. 2723

ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT
 AMONG THE

NEW YORK INDEPENDENT SYSTEM OPERATOR, INC.
 AND

NIAGARA WIND POWER, LLC
 AND

ERIE WIND, LLC
 AND

KCE NY 6, LLC
 AND

NIAGARA MOHAWK POWER CORPORATION D/B/A NATIONAL GRID
 Dated as of July 22, 2022

(Bethlehem 115 kV Substation Upgrades)

SERVICE AGREEMENT NO. 2723

TABLE OF CONTENTS

Page Number

ARTICLE 1.   DEFINITIONS...........................................5

ARTICLE 2.   EFFECTIVE DATE, TERM AND TERMINATION...................9

Effective Date......................................... 9

Term of Agreement..................................... 10

Termination.......................................... 10

Termination Costs...................................... 10

Survival............................................. 11

ARTICLE 3.   EPC SERVICES.........................................11

Performance of EPC Services.............................. 11

General Conditions Applicable to Interconnection Customer’s Performance of

the EPC Services................................................. 12

Equipment Procurement.................................. 13

Construction Commencement.............................. 13

Work Progress........................................ 14

Information Exchange................................... 14

Ownership of Affected System Upgrade Facilities................. 14

Access Rights......................................... 14

Lands of Other Property Owners............................ 14

Permits............................................. 15

Taxes.............................................. 15

Tax Status; Non-Jurisdictional Entities........................ 20

Modification.......................................... 20

ARTICLE 4. TESTING AND INSPECTION................................21

Initial Testing and Modifications............................ 21

Notice of Testing....................................... 21

ARTICLE 5. COMMUNICATIONS.....................................21

No Annexation........................................ 21

ARTICLE 6. PERFORMANCE OBLIGATIONS.............................21

EPC Services......................................... 21

ARTICLE 7. COST OBLIGATIONS.....................................22

Cost Responsibilities.................................... 22

Provision and Application of Security......................... 22

ARTICLE 8. INVOICE..............................................22

General............................................. 22

Refund of Remaining Security/Case and Overpayment Amount........ 22

Payment............................................ 22

Disputes............................................ 23

ARTICLE 9. REGULATORY REQUIRMENTS AND GOVERNING LAW...........23

Regulatory Requirements................................. 23

Governing Law........................................ 23

ARTICLE 10. NOTICES..............................................23

General............................................. 23

Billings and Payments................................... 24

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SERVICE AGREEMENT NO. 2723

Alternative Forms of Notice............................... 24

ARTICLE 11. FORCE MAJEURE.......................................24

General............................................. 24

ARTICLE 12. DEFAULT.............................................24

General............................................. 24

Right to Terminate...................................... 25

ARTICLE 13. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE......25

Indemnity........................................... 25

No Consequential Damages................................ 26

Insurance............................................ 27

ARTICLE 14. ASSIGNMENT..........................................29

Assignment.......................................... 29

ARTICLE 15. SEVERABILITY.........................................29

ARTICLE 16. COMPARABILITY.......................................29

ARTICLE 17. CONFIDENTIALITY......................................30

Confidentiality........................................ 30

Term............................................... 30

Confidential Information.................................. 30

Scope.............................................. 30

Release of Confidential Information.......................... 31

Rights.............................................. 31

No Warranties........................................ 31

Standard of Care....................................... 31

Order of Disclosure..................................... 31

Termination of Agreement................................ 32

Remedies............................................ 32

Disclosure to FERC, its Staff, or a State........................ 32

Required Notices Upon Requests or Demands for Confidential Information . 33

ARTICLE 18. INTERCONNECTION CUSTOMER NOTICES OF ENVIRONMENTAL

RELEASES 33

ARTICLE 19. INFORMATION REQUIRMENT..............................33

Information Acquisition.................................. 33

Information Submission by Interconnection Customer.............. 33

Information Supplementation............................... 34

ARTICLE 20. INFORMATION ACCESS AND AUDIT RIGHTS..................34

Information Access..................................... 34

Reporting of Non-Force Majeure Events....................... 34

Audit Rights.......................................... 34

Audit Rights Periods.................................... 34

Audit Results......................................... 35

ARTICLE 21. SUBCONTRACTORS.....................................35

General............................................. 35

Responsibility of Principal................................ 35

No Limitation by Insurance................................ 35

ARTICLE 22. DISPUTES.............................................36

Submission.......................................... 36

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SERVICE AGREEMENT NO. 2723

External Arbitration Procedures............................. 36

Arbitration Decisions.................................... 36

Costs............................................... 37

Termination.......................................... 37

ARTICLE 23. REPRESENTATIONS, WARRANTIES AND COVENANTS...........37

General............................................. 37

ARTICLE 24. MISCELLANEOUS.......................................38

Binding Effect........................................ 38

Conflicts............................................ 38

Rules of Interpretation................................... 38

Compliance.......................................... 38

Joint and Several Obligations............................... 39

Entire Agreement...................................... 39

No Third Party Beneficiaries............................... 39

Waiver............................................. 39

Headings............................................ 39

Multiple Counterparts................................... 39

Amendment.......................................... 40

Modification by the Parties................................ 40

Reservation of Rights.................................... 40

No Partnership........................................ 40

Other Transmission Rights................................ 40

Appendices

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SERVICE AGREEMENT NO. 2723

ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT

THIS ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT

(“Agreement”) is made and entered into this 22nd day of July, 2022, by and among: (i) KCE
NY 6, LLC, a limited liability company organized and existing under the laws of the State of
Delaware (“Interconnection Customer”); (ii) Niagara Wind Power, LLC, a limited liability
company organized and existing under the laws of the State of Delaware (“Niagara”) and Erie
Wind, LLC, a limited liability company organized and existing under the laws of the State of
Delaware (“Erie”) (collectively, the “Affected System Operator”); (iii) Niagara Mohawk Power
Corporation d/b/a National Grid, a corporation organized and existing under the laws of the State
of New York (“National Grid”); and (iv) the New York Independent System Operator, Inc., a
not-for-profit corporation organized and existing under the laws of the State of New York
(“NYISO”).  The Interconnection Customer, Affected System Operator, National Grid, or the
NYISO each may be referred to as a “Party” or collectively referred to as the “Parties.”  For
purposes of this Agreement, Niagara and Erie jointly shall constitute a single entity or “Party”
unless otherwise stated herein. National Grid has executed this Agreement and is a Party to this
Agreement for the limited purpose of reviewing, and approving as compliant with its applicable
standards and requirements, the work performed under this Agreement at Affected System
Operator’s Bethlehem Substation.  National Grid shall not be subject to the terms and conditions
in this Agreement, except for requirements in Articles 2.3, 3.2, 3.5, 3.6, 3.8, 4.2, Article 10, and
Article 19 of this Agreement.

RECITALS

WHEREAS, Interconnection Customer, owner of a project in the NYISO interconnection queue (Queue No. 759), is developing a battery storage project, known as the KCE NY6 battery storage project, (“Small Generating Facility”) that will interconnect to certain transmission facilities of National Grid (“Connecting Transmission Owner”) that are part of the New York State
Transmission System operated by the NYISO;

WHEREAS, Interconnection Customer has entered into an interconnection agreement with the NYISO and the Connecting Transmission Owner concerning the interconnection of the Small Generating Facility;

WHEREAS, the interconnection of the Small Generating Facility will have certain impacts on the Affected System Operator’s Bethlehem Substation - the Affected System;

WHEREAS, the Facility Study for the Small Generating Facility determined that certain System Upgrade Facilities are required to be constructed on the Affected System owned by the Affected System Operator to enable the Small Generating Facility to interconnect reliably to the New
York State Transmission System in a manner that meets the NYISO Minimum Interconnection Standard (“Affected System Upgrade Facilities”);

WHEREAS, Affected System Operator desires to have Interconnection Customer perform, and
Interconnection Customer is willing to perform, the engineering, procurement, and construction

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SERVICE AGREEMENT NO. 2723

services required to construct and place in service the Affected System Upgrade Facilities (“EPC Services”) in accordance with the terms and conditions hereinafter set forth;

WHEREAS, Affected System Operator’s Bethlehem Substation must comply with National Grid’s specifications, and both Affected System Operator and National Grid must approve the EPC Services performed at the Bethlehem Substation; and

WHEREAS, Interconnection Customer, Affected System Operator, and the NYISO have agreed
to enter into this Agreement for the purpose of allocating the responsibilities for the performance
and oversight of the EPC Services required to construct the Affected System Upgrade Facilities;

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

ARTICLE 1.   DEFINITIONS

Whenever used in this Agreement with initial capitalization, the following terms shall have the

meanings specified in this Article 0.  Terms used in this Agreement with initial capitalization that
are not defined in this Article 0 shall have the meanings specified in Section 1 of the ISO OATT,
Appendix 1 of Section 32.5 of Attachment Z of the ISO OATT, Section 30.1 of Attachment X of
the ISO OATT, Section 25.1.2 of Attachment S of the ISO OATT, or the body of this
Agreement.

Affected System shall mean the electric system of the Affected System Operator that is affected by the KCE NY6 Battery Storage Project.

Affected System Operator shall have the meaning set forth in the introductory paragraph.

Affected System Upgrade Facilities shall have the meaning set forth in the recitals and shall consist of the System Upgrade Facilities described in Appendix A of this Agreement.

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

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

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

Applicable Reliability Standards shall mean: the requirements and guidelines of the Applicable
Reliability Councils, and the Transmission District in which the Affected System Upgrade
Facilities will be constructed, as those requirements and guidelines are amended and modified

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SERVICE AGREEMENT NO. 2723

and in effect from time to time; provided that no Party shall waive its right to challenge the
applicability or validity of any requirement or guideline as applied to it in the context of this
Agreement.

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

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

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

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

Completion Date shall mean the date on which the Interconnection Customer has completed the EPC Services, as set forth in Appendix A.

Confidential Information shall mean any information that is defined as confidential by Error! Reference source not found.of this Agreement.

Connecting Transmission Owner shall have the meaning set forth in the recitals.

Default shall mean the failure of a Party in Breach of this Agreement to cure such Breach in accordance with Article 12of this Agreement.

Interconnection Customer shall have the meaning set forth in the introductory paragraph. Effective Date shall mean the date determined under Article 2.1 of this Agreement.

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

EPC Services shall have the meaning set forth in the recitals and shall consist of the services described in Appendix A.

Facilities Study shall mean a study conducted by NYISO or a third party consultant for the
Interconnection Customer to determine a list of facilities (including Affected System Upgrade Facilities), the cost of those facilities, and the time required to interconnect the Small Generating Facility with the New York State Transmission System or with the Distribution System.  The scope of the study is defined in Section 32.3.5 of Attachment Z of the ISO OATT.

Facilities Study Agreement shall mean the form of agreement contained in Appendix 6 of Attachment Z of the ISO OATT for conducting the Facilities Study.

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

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

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

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

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

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

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

Hazardous Substances shall mean any chemicals, materials or substances defined as or

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

Internal Revenue Code shall mean the Internal Revenue Code of 1986, as amended.

In-Service Date shall mean the date upon which the Affected System Upgrade Facilities are

energized consistent with the provisions of this Agreement, notice of which must be provided to the NYISO, Affected System Operator, and National Grid in the form of Appendix C.

IRS shall mean the Internal Revenue Service.

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Milestones shall mean the milestones for the performance of the EPC Services, as set forth in Appendix A.

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

New York State Transmission System shall mean the entire New York State electric

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

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

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

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

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

Party or Parties shall mean NYISO, Affected System Operator, Interconnection Customer or any combination of the above.

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

Security shall mean a bond, irrevocable letter of credit, parent company guarantee or other form of security from an entity with an investment grade rating, executed for the benefit of the
Affected System Operator, meeting the commercially reasonable requirements of the Affected System Operator with which it is required to be posted pursuant to Article Error! Reference source not found., and consistent with the Uniform Commercial Code of the jurisdiction
identified in Article Error! Reference source not found. of this Agreement.

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

Small Generating Facility shall mean the Interconnection Customer’s facility, no larger than 20 MW for the production and/or storage for later injection of electricity identified in the

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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.  For purposes of this Agreement, the Small Generating Facility shall be the
facility described in the recitals.

Small Generator Interconnection Agreement shall mean the interconnection agreement

among the NYISO, Connecting Transmission Owner, and Interconnection Customer concerning Interconnection Customer’s Small Generating Facility.

System Upgrade Facilities shall mean the least costly configuration of commercially available
components of electrical equipment that can be used, consistent with Good Utility Practice and
Applicable Reliability Requirements, to make the modifications to the existing transmission
system that are required to maintain system reliability due to:  (i) changes in the system,
including such changes as load growth and changes in load pattern, to be addressed in the form
of generic generation or transmission projects; and (ii) proposed interconnections.  In the case of
proposed interconnection projects, System Upgrade Facilities are the modifications or additions
to the existing New York State Transmission System that are required for the proposed project to
connect reliably to the system in a manner that meets the NYISO Minimum Interconnection
Standard.

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

Tax or Taxes shall mean (a) any tax (including any income tax, franchise tax, capital gains tax,
estimated tax, gross receipts tax, value added tax, surtax, excise tax, ad valorem tax, transfer tax,
stamp tax, sales tax, use tax, property tax, business tax, occupation tax, inventory tax, occupancy
tax, withholding tax or payroll tax), levy, assessment, tariff, impost, imposition, toll, duty
(including any customs duty), deficiency or fee, and any related charge or amount (including any
fine, penalty or interest), that is, has been or may in the future be imposed, assessed or collected
by or under the authority of any Governmental Authority, and (b) each liability for the payment
of any amounts of the type described in clause (a) as a result of any express or implied obligation
to pay directly, indemnify or otherwise assume or succeed to the liability of any other person.

ARTICLE 2.   EFFECTIVE DATE, TERM AND TERMINATION
 Effective Date.

This Agreement shall become effective upon the date of execution by the Parties, subject
to acceptance by FERC, or if filed unexecuted, upon the date specified by FERC.  The NYISO

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shall promptly file this Agreement with FERC upon execution.  Interconnection Customer and Affected System Operator shall reasonably cooperate with the NYISO with respect to the filing of this Agreement with FERC and provide any information reasonably requested by the NYISO needed for such filing.

Term of Agreement.

Subject to the provisions of Article 2.3, this Agreement shall remain in effect until the

later of: (i) the Completion Date, and (ii) the date on which the final payment of all invoices

issued under this Agreement have been made pursuant to Sections 8.1 and 8.3 and any remaining Security has been released or refunded pursuant to Section 8.2.

Termination.

Completion of Term of Agreement

This Agreement shall terminate upon the completion of the term of the Agreement pursuant to Article 2.2.

Written Notice.

This Agreement may be terminated: (i) by all Parties agreeing in writing to terminate this
Agreement, or (ii) by the NYISO and the Affected System Operator after giving the
Interconnection Customer ten (10) Calendar Days advanced written notice after the Small
Generator Interconnection Agreement among the NYISO, National Grid, and Interconnection
Customer has been terminated and such notice of termination has been accepted by FERC.

Default.

Any Party may terminate this Agreement to the extent permitted under Article 12 and Article 22

Compliance.

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

Termination Costs.

If this Agreement is terminated pursuant to Article 2.3.2 above, the Interconnection

Customer shall be responsible for all costs that are the responsibility of the Interconnection

Customer under this Agreement that are incurred by the Interconnection Customer or the other
Parties through the date the Parties agree in writing to terminate this Agreement or through the
date of the Interconnection Customer’s receipt of a notice of termination.  Such costs include any
cancellation costs relating to orders or contracts.  In the event of termination, all Parties shall use

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commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a

consequence of termination.  Upon termination of this Agreement, unless otherwise ordered or approved by FERC.

With respect to any portion of the EPC Services that have not yet been performed,
the Interconnection Customer shall, to the extent possible and with the Affected System
Operator’s authorization, cancel any pending orders of, or return, any materials or equipment for,
or contracts for construction of, such facilities; provided that in the event the Affected System
Operator elects not to authorize such cancellation, Affected System Operator shall assume all
payment obligations with respect to such materials, equipment, and contracts, and
Interconnection Customer shall deliver such material and equipment, and, if necessary, assign
such contracts, to Affected System Operator as soon as practicable, at Affected System
Operator’s expense.

Interconnection Customer may, at its option, retain any portion of such materials or equipment that Affected System Operator chooses not to accept delivery of, in which case Interconnection Customer shall be responsible for all costs associated with procuring such
materials or equipment.

With respect to any portion of the EPC Services already performed pursuant to the terms of this Agreement, Interconnection Customer shall be responsible for all costs
associated with the removal, relocation or other disposition or retirement of such related
materials, equipment, or facilities.

Survival.

This Agreement shall continue in effect after termination to the extent necessary to

provide for final billings and payments and for costs incurred hereunder; including billings and payments pursuant to this Agreement; and to permit the determination and enforcement of
liability and indemnification obligations arising from acts or events that occurred while this
Agreement was in effect.

ARTICLE 3.   EPC SERVICES

Performance of EPC Services.

Interconnection Customer shall perform the EPC Services, as set forth in Appendix A
hereto, using Reasonable Efforts to complete the EPC Services by the Milestone dates set forth
in Appendix A hereto.  Interconnection Customer shall not undertake any action which is
inconsistent with the Affected System Operator’s standard safety practices, its material and
equipment specifications, its design criteria and construction procedures, its labor agreements,
and Applicable Laws and Regulations.  In the event Interconnection Customer reasonably
expects that it will not be able to complete the EPC Services by the specified dates,
Interconnection Customer shall promptly provide written notice to the Affected System Operator
and NYISO, and shall undertake Reasonable Efforts to meet the earliest dates thereafter.  The
NYISO has no responsibility, and shall have no liability, for the performance of any of the EPC
Services under this Agreement.

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General Conditions Applicable to Interconnection Customer’s Performance of the EPC Services.

Interconnection Customer’s performance of the EPC Services are subject to the following conditions:

Interconnection Customer shall engineer, procure equipment, and construct the Affected System Upgrade Facilities (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Affected System Operator and National Grid as set forth in Appendix A;

Interconnection Customer’s engineering, procurement and construction of the Affected System Upgrade Facilities shall comply with all requirements of law to which
Affected System Operator and National Grid would be subject in the engineering, procurement or construction of the Affected System Upgrade Facilities;

Affected System Operator and National Grid shall review and approve the

engineering design, equipment acceptance tests, and the construction of the Affected System Upgrade Facilities;

Prior to commencement of construction, Interconnection Customer shall provide Affected System Operator, National Grid, and NYISO a schedule for construction of the
Affected System Upgrade Facilities, and shall promptly respond to requests for information from Affected System Operator, National Grid, or NYISO;

At any time during construction, Affected System Operator and National Grid

shall have the right to gain unrestricted access to the Affected System Upgrade Facilities and to conduct inspections of the same;

At any time during construction, should any phase of the engineering, equipment
procurement, or construction of the Affected System Upgrade Facilities not meet the standards
and specifications provided by Affected System Operator and National Grid, Interconnection
Customer shall be obligated to remedy deficiencies in that portion of the Affected System
Upgrade Facilities;

Interconnection Customer shall indemnify Affected System Operator, National
Grid, and NYISO for claims from the Interconnection Customer’s construction of the Affected

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System Upgrade Facilities and the operation of such Affected System Upgrade Facilities under procedures applicable to Article 13.1 Indemnity;

Interconnection Customer shall transfer control of Affected System Upgrade Facilities to Affected System Operator;

Unless the Interconnection Customer and Affected System Operator otherwise

agree, Interconnection Customer shall transfer ownership of Affected System Upgrade Facilities to Affected System Operator;

Affected System Operator and National Grid shall approve and accept for

operation and maintenance the Affected System Upgrade Facilities to the extent engineered, procured, and constructed in accordance with this Article 3.2; and

Interconnection Customer shall deliver to NYISO, National Grid, and Affected

System Operator “as built” drawings, information, and any other documents that are reasonably
required by NYISO or Affected System Operator to assure that the Affected System Upgrade
Facilities are built to the standards and specifications required by Affected System Operator.

Interconnection Customer shall pay the Affected System Operator the agreed upon
amount  of $55,000.00  for  the  Affected  System  Operator  to  execute  the  responsibilities
enumerated to Affected System Operator under Article 3.2.  Affected System Operator shall
invoice Interconnection Customer for this total amount to be divided on a monthly basis pursuant
to Article 7.

Equipment Procurement

Interconnection Customer shall commence design of the Affected System Upgrade Facilities and procure necessary equipment in accordance with the Milestones set forth in Appendix A.

Construction Commencement

Interconnection Customer shall commence construction of the Affected System Upgrade
Facilities in accordance with the Milestones set forth in Appendix A, which shall provide for the
commencement of construction as soon as practicable after the following additional conditions
are satisfied:

Approval of the appropriate Governmental Authority has been obtained, to the extent required, for the construction of a discrete aspect of the Affected System Upgrade
Facilities; and

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Necessary real property rights and rights-of-way have been obtained, to the extent
required, for the construction of a discrete aspect of the Affected System Upgrade Facilities.

Work Progress.

Interconnection Customer will keep the Affected System Operator, National Grid, and NYISO advised periodically as to the progress of its respective design, procurement and
construction efforts.  Affected System Operator, National Grid, or NYISO may, at any time, request a progress report from Interconnection Customer.

Information Exchange.

As soon as reasonably practicable after the Effective Date, Interconnection Customer,
National Grid, and Affected System Operator shall exchange information, and provide NYISO
the same information, regarding the design of the Affected System Upgrade Facilities and
compatibility of the Affected System Upgrade Facilities with the New York State Transmission
System, and shall work diligently and in good faith to make any necessary design changes.
Interconnection Customer shall inform the Affected System Operator and NYISO of any
termination of the Small Generator Interconnection Agreement for its Small Generating Facility
within ten (10) days of the termination of the Small Generator Interconnection Agreement.

Ownership of Affected System Upgrade Facilities.

Affected System Operator shall own the Affected System Upgrade Facilities as described in Appendix A.

Access Rights.

Upon reasonable notice and supervision by the Granting Party, and subject to any

required or necessary regulatory approvals, either the Affected System Operator or the

Interconnection Customer (“Granting Party”) shall furnish to the other of those two Parties,

National Grid, or the NYISO (“Access Party”) at no cost any rights of use, licenses, rights of

way and easements with respect to lands owned or controlled by the Granting Party, its agents (if
allowed under the applicable agency agreement), or any Affiliate, that are necessary to enable the
Access Party to obtain ingress and egress needed for the performance of the EPC Services,
including ingress or egress to construct, repair, test (or witness testing), inspect, replace or
remove the Affected System Upgrade Facilities.  In exercising such licenses, rights of way and
easements, the Access Party shall not unreasonably disrupt or interfere with normal operation of
the Granting Party’s business and shall adhere to the safety rules and procedures established in
advance, as may be changed from time to time, by the Granting Party and provided to the Access
Party.  The Access Party shall indemnify the Granting Party against all claims of injury or
damage from third parties resulting from the exercise of the access rights provided for herein.

Lands of Other Property Owners.

If any part of the Affected System Upgrade Facilities will be installed on property owned
by persons other than the Affected System Operator, the Affected System Operator shall at
Interconnection Customer’s expense use efforts, similar in nature and extent to those that it

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SERVICE AGREEMENT NO. 2723

typically undertakes for its own or affiliated generation, including use of its eminent domain

authority, and to the extent consistent with state law, to procure from such persons any rights of use, licenses, rights of way and easements that are necessary to perform the EPC Services upon such property, including to construct, repair, test (or witness testing), inspect, replace or remove the Affected System Upgrade Facilities.

Permits.

NYISO, Interconnection Customer, and Affected System Operator shall cooperate with each other in good faith in obtaining all permits, licenses and authorizations that are necessary to accomplish the EPC Services in compliance with Applicable Laws and Regulations.

Taxes.

Interconnection Customer Payments Not Taxable.

The Affected System Operator and Interconnection Customer intend that all payments or property transfers made by Interconnection Customer for the installation of the Affected System Upgrade Facilities shall be non-taxable (a) for income Tax purposes, either as contributions to capital, or as an advance, in accordance with the Internal Revenue Code and any applicable state income Tax laws and shall not be taxable as contributions in aid of construction or otherwise
under the Internal Revenue Code and any applicable state income Tax laws, and (b) for sales Tax purposes, either as contributions to capital or as capital improvements, in accordance with any applicable state or local sales Tax laws, and shall not be taxable as a retail sale of property or
otherwise under any applicable state or local sales Tax laws.

Representations and Covenants.

In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Interconnection

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

At Affected System Operator’s request, Interconnection Customer shall provide Affected
System Operator with a report from an independent engineer confirming its representation in
clause (iii), above.  Interconnection Customer represents and covenants that the cost of the

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SERVICE AGREEMENT NO. 2723

Affected System Upgrade Facilities paid for by Interconnection Customer will have no net effect on the base upon which rates are determined.

Indemnification for the Cost Consequences of Current Tax Liability Imposed Upon the Affected System Operator.

Notwithstanding Article Error! Reference source not found., Interconnection Customer shall protect, indemnify and hold harmless Affected System Operator from the cost
consequences of any current Tax liability imposed against Affected System Operator as the
result of payments or property transfers made by Interconnection Customer to Affected System Operator under this Agreement, as well as any interest and penalties, other than interest and
penalties attributable to any delay caused by Affected System Operator.

Affected System Operator shall not include a gross-up for the cost consequences of any
current Tax liability in the amounts it charges Interconnection Customer under this Agreement
unless (i) Affected System Operator has determined, in good faith, that the payments or property
transfers made by Interconnection Customer to Affected System Operator should be reported as
income or as a retail sale of property subject to taxation or (ii) any Governmental Authority
directs Affected System Operator to report payments or property as income or as a retail sale of
property subject to taxation; provided, however, that Affected System Operator may require
Interconnection Customer to provide security, in a form reasonably acceptable to Affected
System Operator (such as a parental guarantee or a letter of credit), in an amount equal to the
cost consequences of any current Tax liability under this Article Error! Reference source not
found..  Interconnection Customer shall reimburse Affected System Operator for such costs on a
fully grossed-up basis, in accordance with Article Error! Reference source not found., within
thirty (30) Calendar Days of receiving written notification from Affected System Operator of the
amount due, including detail about how the amount was calculated.

This indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-year testing period and the applicable statute of limitation, as it may be extended by the
Affected System Operator upon request of the IRS, or the applicable Governmental Authority, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable
event and the payment of any related indemnification obligations as contemplated by this Article Error! Reference source not found..

Tax Gross-Up Amount.

Interconnection Customer’s liability for the cost consequences of any current Tax

liability under this Article Error! Reference source not found. shall be calculated on a fully
grossed-up basis.  Except as may otherwise be agreed to by the Parties, this means that
Interconnection Customer will pay Affected System Operator, in addition to the amount paid for
the Affected System Upgrade Facilities, an amount equal to (1) the current Taxes imposed on
Affected System Operator (“Current Taxes”) on the Taxable Value, plus (2) an additional
amount sufficient to permit the Affected System Operator to receive and retain, after the
payment of all Current Taxes on the gross income realized by Affected System Operator as a
result of payments under this Article 3.11.4, an amount equal to the net amount described in
clause (1).

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SERVICE AGREEMENT NO. 2723

As used herein, “Taxable Value” shall mean (i) for income Tax purposes, the excess of

(1) the gross income realized by Affected System Operator as a result of payments of property transfers made by Interconnection Customer to Affected System Operator under this Agreement (without regard to any payments under this Article 3.11) over (2) the present value of future Tax deductions for depreciation that will be available as a result of such payments or property
transfers (the “Present Value Depreciation Amount”), and (ii) for sales Tax purposes, the value or receipts realized by Affected System Operator as a result of payments or property transfers made by Interconnection Customer to Affected System Operator under this Agreement (without regard to any payments under this Article 3.11).

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

Operator’s applicable composite federal, state and local Tax rates at the time the payments or
property transfers are received and Affected System Operator will be treated as being subject to
Tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the
Present Value Depreciation Amount shall be computed by discounting Affected System
Operator’s anticipated Tax depreciation deductions as a result of such payments or property
transfers by Affected System Operator’s current weighted average cost of capital.  Thus, the
formula for calculating Interconnection Customer’s  liability to Affected System Operator
pursuant to this Article Error! Reference source not found. can be expressed as follows:
(Current Tax Rate x (Taxable Value)/(1 - Current Tax Rate).  Interconnection Customer’s
estimated Tax liability in the event Taxes are imposed shall be stated in Appendix A.

Private Letter Ruling or Change or Clarification of Law.

At Interconnection Customer’s request and expense, Affected System Operator shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Interconnection Customer to Affected System Operator under this
Agreement are subject to federal income taxation.  Interconnection Customer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Interconnection Customer’s knowledge.  Affected System Operator and Interconnection Customer shall
cooperate in good faith with respect to the submission of such request.

Affected System Operator shall keep Interconnection Customer fully informed of the

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

Subsequent Taxable Events.

If, within 10 years from the date on which the relevant Affected System Upgrade

Facilities are placed in service, (i) Interconnection Customer Breaches the covenants contained

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SERVICE AGREEMENT NO. 2723

in Article Error! Reference source not found., (ii) a “disqualification event” occurs within the meaning of IRS Notice 88-129, or (iii) this Agreement terminates and Affected System Operator retains ownership of Affected System Upgrade Facilities, or (iv) a Governmental Authority
otherwise imposes Taxes on Affected System Operator directly as a result of the EPC Services or the Affected System Upgrade Facilities, Interconnection Customer shall pay a Tax gross-up for
the cost consequences of any current Tax liability imposed on Affected System Operator,
calculated using the methodology described in Article Error! Reference source not found. and in accordance with IRS Notice 90-60.

Contests.

In the event any Governmental Authority determines that Affected System Operator’s
receipt of payments or property pursuant to this Agreement is subject to taxation, Affected
System Operator shall notify Interconnection Customer, in writing, within thirty (30) Calendar
Days of receiving notification of such determination by a Governmental Authority.  Upon the
timely written request by Interconnection Customer and at Interconnection Customer’s sole
expense, Affected System Operator may appeal, protest, seek abatement of, or otherwise oppose
such determination.  Upon Interconnection Customer’s written request and sole expense,
Affected System Operator may file a claim for refund with respect to any Taxes paid under this
Article Error! Reference source not found., whether or not it has received such a
determination.  Affected System Operator reserves the right to make all decisions with regard to
the prosecution of such appeal, protest, abatement or other contest, including the selection of
counsel and compromise or settlement of the claim, but Affected System Operator shall keep
Interconnection Customer informed, shall consider in good faith suggestions from
Interconnection Customer about the conduct of the contest, and shall reasonably permit
Interconnection Customer or Interconnection Customer’s representative to attend contest
proceedings.

Interconnection Customer shall pay to Affected System Operator on a periodic basis, as
invoiced by Affected System Operator, Affected System Operator’s documented reasonable
costs of prosecuting such appeal, protest, abatement or other contest, including any costs
associated with obtaining the opinion of independent Tax counsel described in this Article

3.11.7. The Affected System Operator may abandon any contest if Interconnection Customer

fails to provide payment to the Affected System Operator within thirty (30) Calendar Days of

receiving such invoice.  At any time during the contest, Affected System Operator may agree to a
settlement either with Interconnection Customer’s consent or after obtaining written advice from
nationally-recognized Tax counsel, selected by Affected System Operator, but reasonably
acceptable to Interconnection Customer that the proposed settlement represents a reasonable
settlement given the hazards of litigation.  Interconnection Customer’s obligation shall be based
on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so
much of the settlement that is supported by the written advice from nationally-recognized Tax
counsel selected under the terms of the preceding sentence.  The settlement amount shall be
calculated on a fully grossed-up basis to cover any related cost consequences of the current Tax
liability.  The Affected System Operator may also settle any Tax controversy without receiving
the Interconnection Customer’s consent or any such written advice; however, any such
settlement will relieve Interconnection Customer from any obligation to indemnify Affected

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SERVICE AGREEMENT NO. 2723

System Operator for the Tax at issue in the contest (unless the failure to obtain written advice is attributable to Interconnection Customer’s unreasonable refusal to the appointment of
independent Tax counsel).

Refund.

In the event that (a) a private letter ruling is issued to Affected System Operator which

holds that any amount paid or the value of any property transferred by Interconnection Customer
to Affected System Operator under the terms of this Agreement is not subject to federal income
taxation, (b) any legislative change or administrative announcement, notice, ruling or other
determination makes it reasonably clear to Affected System Operator in good faith that any
amount paid or the value of any property transferred by Interconnection Customer to Affected
System Operator under the terms of this Agreement is not taxable to Affected System Operator,

(c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Interconnection Customer to Affected System Operator are not subject to taxation, or (d) if Affected System Operator receives a refund from any taxing authority for any overpayment of Tax attributable to any payment or property transfer made by Interconnection Customer to Affected System Operator pursuant to this Agreement, Affected System Operator shall promptly refund to Interconnection Customer the following:

(i)  Any payment made by Interconnection Customer under this Article Error!

Reference source not found. for Taxes that is attributable to the amount determined to be nontaxable, together with interest thereon,

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

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

The intent of this provision is to leave both the Interconnection Customer and Affected System Operator, to the extent practicable, in the event that no Taxes are due with respect to any payment for Affected System Upgrade Facilities hereunder, in the same position they would have been in had no such Tax payments been made.

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SERVICE AGREEMENT NO. 2723

Taxes Other Than Income Taxes.

Upon the timely request by Interconnection Customer, and at Interconnection Customer’s
sole expense, Affected System Operator shall appeal, protest, seek abatement of, or otherwise
contest any Tax (other than federal or state income Tax) asserted or assessed against Affected
System Operator for which Interconnection Customer may be required to reimburse Affected
System Operator under the terms of this Agreement.  Interconnection Customer shall pay to
Affected System Operator on a periodic basis, as invoiced by Affected System Operator,
Affected System Operator’s documented reasonable costs of prosecuting such appeal, protest,
abatement, or other contest.  Interconnection Customer and Affected System Operator shall
cooperate in good faith with respect to any such contest.  Unless the payment of such Taxes is a
prerequisite to an appeal or abatement or cannot be deferred, no amount shall be payable by
Interconnection Customer to Affected System Operator for such Taxes until they are assessed by
a final, non-appealable order by any court or agency of competent jurisdiction.  In the event that
a Tax payment is withheld and ultimately due and payable after appeal, Interconnection
Customer will be responsible for all Taxes, interest and penalties, other than penalties
attributable to any delay caused by Affected System Operator.

Tax Status; Non-Jurisdictional Entities.

Tax Status.

Each Party shall cooperate with the other Parties to maintain the other Parties’ Tax status. Nothing in this Agreement is intended to adversely affect the Tax status of any Party including the status of NYISO, or the status of the Interconnection Customer with respect to the issuance of bonds including, but not limited to, Local Furnishing Bonds.

Modification.

General

If, prior to the In-Service Date, the Affected System Operator proposes to modify the
Affected System Upgrade Facilities, the Affected System Operator must provide to the NYISO at least ninety (90) Calendar Days in advance of the commencement of the work, or such shorter period upon which the Parties may agree, sufficient information for the NYISO to evaluate the
impact of the proposed modification on the reliable interconnection of Interconnection
Customer’s Small Generating Facility to the New York State Transmission System.  The
NYISO’s agreement to the proposed modification shall not be unreasonably withheld,
conditioned, or delayed if the proposed modification is reasonably related to the interconnection of the Small Generating Facility and will enable Interconnection Customer’s Small Generating
Facility to reliably interconnect to the New York State Transmission System and will not impose additional costs to the Interconnection Customer greater than the estimated cost for the Affected System Upgrade Facilities identified in the Facility Study.

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SERVICE AGREEMENT NO. 2723
 Standards.

Any additions, modifications, or replacements made to a Party’s facilities shall be

designed, constructed and operated in accordance with this Agreement, NYISO requirements and Good Utility Practice.

Modification Costs.

Interconnection Customer shall not be assigned the costs of any additions, modifications, or replacements that Affected System Operator makes to the Affected System Upgrade Facilities or the New York State Transmission System to facilitate the interconnection of a third party to the Affected System Upgrade Facilities or the New York State Transmission System, or to
provide Transmission Service to a third party under the ISO OATT, except in accordance with the cost allocation procedures in Attachment S of the ISO OATT.

ARTICLE 4.   TESTING AND INSPECTION
 Initial Testing and Modifications.

In accordance with the Milestones set forth in Appendix A, Interconnection Customer

shall test the Affected System Upgrade Facilities to ensure their safe and reliable operation.

Similar testing may be required after initial operation.  Interconnection Customer shall make any modifications to the facilities that are found to be necessary as a result of such testing.
Interconnection Customer shall bear the cost of all such testing and modifications.

Notice of Testing.

Interconnection Customer shall notify the Affected System Operator and National Grid in advance of its performance of tests of the Affected System Upgrade Facilities.

ARTICLE 5.   COMMUNICATIONS

No Annexation.

Any and all equipment placed on the premises of a Party shall be and remain the property of the Party providing such equipment regardless of the mode and manner of annexation or
attachment to real property, unless otherwise mutually agreed by the Party providing such
equipment and the Party receiving such equipment.

ARTICLE 6.   PERFORMANCE OBLIGATIONS
 EPC Services.

Interconnection Customer shall perform the EPC Services described in Appendix A.

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ARTICLE 7.   COST OBLIGATIONS
 Cost Responsibilities

Interconnection Customer will be responsible for all costs associated with the EPC

Services. Interconnection Customer shall be responsible for any monthly costs incurred by

Affected System Operator associated with the EPC Services in accordance with this Agreement.

Provision and Application of Security

Interconnection Customer shall provide Affected System Operator with Security in the

amount set forth in Appendix A.  If Interconnection Customer: (i) does not pay an invoice issued
by Affected System Operator pursuant to Article 8.1 within the timeframe set forth in Article 8.3
or (ii) does not pay any disputed amount into an independent escrow account pursuant to Article

8.4, Affected System Operator may draw upon Interconnection Customer’s Security to recover such payment. Interconnection Customer’s Security shall be reduced on a dollar-for-dollar basis for Interconnection Customer’s payments made to the Affected System Operator associated with the performance of the EPC Services.

ARTICLE 8.   INVOICE

General.

To the extent that any amounts are due to the Interconnection Customer or Affected

System Operator under this Agreement, the owed Party, as applicable, shall submit to the other Party, on a monthly basis, an invoice of amounts due for the preceding month.  Each invoice
shall state the month to which the invoice applies and fully describe the services and equipment provided.  Interconnection Customer and Affected System Operator may discharge mutual debts and payment obligations due and owing to each other on the same date through netting, in which case all amounts one Party owes to the other Party under this Agreement, including interest
payments or credits, shall be netted so that only the net amount remaining due shall be paid by the owing Party.  Within six months after the Completion Date, Interconnection Customer or
Affected System Operator, as applicable, shall provide a final invoice to the other Party of any remaining amounts due associated with the EPC Services.

Refund of Remaining Security/Case and Overpayment Amount

The Affected System Operator shall release or refund to Interconnection Customer any
remaining portions of its Security or cash payment provided by Interconnection Customer
pursuant to Article 0 and any amount Interconnection Customer has overpaid as described in
Section 8.4 within 30 days of the later of: (i) the Interconnection Customer’s payment of any
final invoice to the Affected System Operator, and (ii) Interconnection Customer’s completion of
the EPC Services.

Payment.

Invoices shall be rendered to the paying Party at the address specified in Appendix B

hereto.  The Party receiving the invoice shall pay the invoice within thirty (30) Calendar Days of

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receipt.  All payments shall be made in immediately available funds payable to the other Party,
or by wire transfer to a bank named and account designated by the invoicing Party.  Payment of
invoices will not constitute a waiver of any rights or claims the paying Party may have under this
Agreement.

Disputes.

In the event of a billing dispute between Parties, the Party owed money shall continue to
perform under this Agreement as long as the other Party: (i) continues to make all payments not
in dispute; and (ii) pays to the Party owed money or into an independent escrow account the
portion of the invoice in dispute, pending resolution of such dispute.  If the Party that owes
money fails to meet these two requirements for continuation of service, then the Party owed
money may provide notice to the other Party of a Default pursuant to Article 12.  Within thirty

(30) Calendar Days after the resolution of the dispute, the Party that owes money to the other

Party shall pay the amount due with interest calculated in accord with the methodology set forth in FERC’s Regulations at 18 C.F.R. § 35.19a(a)(2)(iii).

ARTICLE 9.   REGULATORY REQUIRMENTS AND GOVERNING LAW
 Regulatory Requirements

Each Party’s obligations under this Agreement shall be subject to its receipt of any

required approval or certificate from one or more Governmental Authorities in the form and

substance satisfactory to the applying Party, or the Party making any required filings with, or

providing notice to, such Governmental Authorities, and the expiration of any time period

associated therewith.  Each Party shall in good faith seek and use its Reasonable Efforts to obtain such other approvals.  Nothing in this Agreement shall require a Party to take any action that
could result in its inability to obtain, or its loss of, status or exemption under the Federal Power Act or the Public Utility Holding Company Act of 2005 or the Public Utility Regulatory Policies Act of 1978, as amended.

Governing Law.

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

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

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, rules, or regulations of a Governmental Authority.

ARTICLE 10.  NOTICES

General.

Unless otherwise provided in this Agreement, any notice, demand or request required or
permitted to be given by a Party to the other Parties and any instrument required or permitted to

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SERVICE AGREEMENT NO. 2723

be tendered or delivered by a Party in writing to the other Parties shall be effective when

delivered and may be so given, tendered or delivered, by recognized national courier, or by

depositing the same with the United States Postal Service with postage prepaid, for delivery by
certified or registered mail, addressed to the Party, or personally delivered to the Party, at the
address set out in Appendix B hereto.  For any notice, billing, or payment required to be
provided to the Affected System Operator under this Agreement, a Party’s provision of the
notice, billing, or payment to the contact information for the Affected System Operator set forth
in Appendix B of this Agreement shall constitute notice, billing, or payment to both Niagara and
Erie.

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

Billings and Payments.

Billings and payments shall be sent to the addresses set out in Appendix B hereto.

Alternative Forms of Notice.

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

ARTICLE 11.  FORCE MAJEURE

General

Economic hardship is not considered a Force Majeure event.  A Party shall not be

responsible or liable, or deemed, in Default with respect to any obligation hereunder, other than
the obligation to pay money when due, to the extent the Party is prevented from fulfilling such
obligation by Force Majeure.  A Party unable to fulfill any obligation hereunder (other than an
obligation to pay money when due) by reason of Force Majeure shall give notice and the full
particulars of such Force Majeure to the other Parties in writing or by telephone as soon as
reasonably possible after the occurrence of the cause relied upon.  Telephone notices given
pursuant to this Article 11 shall be confirmed in writing as soon as reasonably possible and shall
specifically state full particulars of the Force Majeure, the time and date when the Force Majeure
occurred and when the Force Majeure is reasonably expected to cease.  The Party affected shall
exercise due diligence to remove such disability with reasonable dispatch, but shall not be
required to accede or agree to any provision not satisfactory to it in order to settle and terminate a
strike or other labor disturbance.

ARTICLE 12.  DEFAULT
 General.

No Breach shall exist where such failure to discharge an obligation (other than the

payment of money) is the result of Force Majeure as defined in this Agreement or the result of an
act or omission of the other Parties.  Upon a Breach, the non-Breaching Parties shall give written

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SERVICE AGREEMENT NO. 2723

notice of such to the Breaching Party.  The Breaching Party shall have thirty (30) Calendar Days
from receipt of the Breach notice within which to cure such Breach; provided however, if such
Breach is not capable of cure within thirty (30) Calendar Days, the Breaching Party shall
commence such cure within thirty (30) Calendar Days after notice and continuously and
diligently complete such cure within ninety (90) Calendar Days from receipt of the Breach
notice; and, if cured within such time, the Breach specified in such notice shall cease to exist.

Right to Terminate.

If a Breach is not cured as provided in this Article 12, or if a Breach is not capable of

being cured within the period provided for herein, the non-Breaching Parties acting together shall thereafter have the right to declare a Default and terminate this Agreement by written notice at any time until cure occurs, and be relieved of any further obligation hereunder and, whether or not those Parties terminate this Agreement, to recover from the defaulting Party all amounts due hereunder, plus all other damages and remedies to which they are entitled at law or in equity. The provisions of this Article 12 will survive termination of this Agreement.

ARTICLE 13.  INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE
 Indemnity.

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

harmless, as applicable, the other Parties (each an “Indemnified Party”) from, any and all

damages, losses, claims, including claims and actions relating to injury to or death of any person
or damage to property, the alleged violation of any Environmental Law, or the release or
threatened release of any Hazardous Substance, demand, suits, recoveries, costs and expenses,
court costs, attorney fees, and all other obligations by or to third parties (any and all of these a
“Loss”), arising out of or resulting from (i) the Indemnified Party’s performance of its
obligations under this Agreement on behalf of the Indemnifying Party, except in cases where the
Indemnifying Party can demonstrate that the Loss of the Indemnified Party was caused by the
gross negligence or intentional wrongdoing of the Indemnified Party, or (ii) the violation by the
Indemnifying Party of any Environmental Law or the release by the Indemnifying Party of any
Hazardous Substance.

Indemnified Party.

If a Party is entitled to indemnification under this Article 13 as a result of a claim by a third party, and the Indemnifying Party fails, after notice and reasonable opportunity to proceed under Article Error! Reference source not found., 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.

Indemnifying Party.

If the Indemnifying Party is obligated to indemnify and hold any Indemnified Party

harmless under this Article 13, 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.

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Indemnity Procedures.

Promptly after receipt by an Indemnified Party of any claim or notice of the

commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article Error! Reference source not found. may apply, the
Indemnified Party shall notify the Indemnifying Party of such fact.  Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party.

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

The Indemnified Party shall be entitled, at its expense, to participate in any such action,
suit or proceeding, the defense of which has been assumed by the Indemnifying Party.
Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and
control the defense of any such action, suit or proceedings if and to the extent that, in the opinion
of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential
imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of
interest between the Indemnified Party and the Indemnifying Party, in such event the
Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not
settle or consent to the entry of any judgment in any action, suit or proceeding without the
consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or
delayed.

No Consequential Damages.

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

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 Insurance.

Interconnection Customer and Affected System Operator shall each, at its own expense,
procure and maintain in force throughout the period of this Agreement and until released by the other Parties, the following minimum insurance coverages, with insurance companies licensed to write insurance or approved eligible surplus lines carries in the state of New York with a
minimum A.M. Best rating of A or better for financial strength, and an A.M. Best financial size category of VIII or better:

Employers’ Liability and Workers’ Compensation Insurance providing

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

Commercial General Liability (“CGL”) Insurance including premises and

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

Comprehensive Automobile Liability Insurance for coverage of owned

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

and used by Interconnection Customer or Affected System Operator, as applicable, at the project site for the purposes of the scope identified in this Agreement, with a minimum, combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, including death, and property damage.

If applicable, the Commercial General Liability and Comprehensive

Automobile Liability Insurance policies should include contractual liability for work in

connection with construction or demolition work on or within 50 feet of a railroad, or a separate Railroad Protective Liability Policy should be provided.

Excess Liability Insurance over and above the Employers’ Liability,

Commercial General Liability and Comprehensive Automobile Liability Insurance coverages, with a minimum combined single limit of Twenty Million Dollars ($20,000,000) per occurrence and Twenty Million Dollars ($20,000,000) aggregate. The Excess policies should contain the same extensions listed under the Primary policies.

The Commercial General Liability Insurance, Comprehensive Automobile

Insurance and Excess Liability Insurance policies of Interconnection Customer and Affected
System Operator shall name the other Party, its parent, associated and Affiliate companies and
their respective directors, officers, agents, servants and employees (“Other Party Group”) as
additional insureds using ISO CG Endorsements: CG 20 33 04 13, and CG 20 37 04 13 or CG 20

10 04 13 and CG 20 37 04 13 or equivalent to or better forms.  All policies shall contain

provisions whereby the insurers waive all rights of subrogation in accordance with the provisions

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SERVICE AGREEMENT NO. 2723

of this Agreement against the Other Party Group and provide thirty (30) Calendar days advance written notice to the Other Party Group prior to anniversary date of cancellation or any material change in coverage or condition.

The Commercial General Liability Insurance, Comprehensive Automobile

Liability Insurance and Excess Liability Insurance policies shall contain provisions that specify that the policies are primary and non-contributory.  Interconnection Customer and Affected System Operator shall each be responsible for its respective deductibles or retentions.

The Commercial General Liability Insurance, Comprehensive Automobile

Liability Insurance and Excess Liability Insurance policies, if written on a Claims First Made Basis, shall be maintained in full force and effect for at least three (3) years after termination of this Agreement, which coverage may be in the form of tail coverage or extended reporting period coverage if agreed by the Interconnection Customer and Affected System Operator.

[Intentionally omitted].

The requirements contained herein as to the types and limits of all

insurance to be maintained by the Interconnection Customer and Affected System Operator are not intended to and shall not in any manner, limit or qualify the liabilities and obligations
assumed by those Parties under this Agreement.

Within thirty (30) days following execution of this Agreement, and as

soon as practicable after the end of each fiscal year or at the renewal of the insurance policy and in any event within ninety (90) days thereafter, Interconnection Customer and Affected System Operator shall provide certificate of insurance for all insurance required in this Agreement,
executed by each insurer or by an authorized representative of each insurer.

Notwithstanding the foregoing, Interconnection Customer and Affected

System Operator may each self-insure to meet the minimum insurance requirements of Articles

13.3.1 through 13.3.9 to the extent it maintains a self-insurance program; provided that, such

Party’s senior debt is rated at investment grade, or better, by Standard & Poor’s and that its self-
insurance program meets the minimum insurance requirements of Articles 13.3.1 through 13.3.9.
In the event that a Party is permitted to self-insure pursuant to this Article 13.3.12, it shall notify
the other Party that it meets the requirements to self-insure and that its self-insurance program
meets the minimum insurance requirements in a manner consistent with that specified in Articles

13.3.1 through 13.3.9 and provide evidence of such coverages.  For any period of time that a
Party’s senior debt is unrated by Standard & Poor’s or is rated at less than investment grade by

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SERVICE AGREEMENT NO. 2723

Standard & Poor’s, such Party shall comply with the insurance requirements applicable to it under Articles 13.3.1 through 13.3.9.

Interconnection Customer and Affected System Operator agree to report to

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

Subcontractors of each party must maintain the same insurance

requirements stated under Articles 13.3.1 through 13.3.9 and comply with the Additional Insured requirements herein.  In addition, their policies must state that they are primary and non-
contributory and contain a waiver of subrogation.

ARTICLE 14.  ASSIGNMENT

Assignment.

This Agreement may be assigned by a Party only with the written consent of the other

Parties; provided that a Party may assign this Agreement without the consent of the other Parties
to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal
authority and operational ability to satisfy the obligations of the assigning Party under this
Agreement; provided further that a Party may assign this Agreement without the consent of the
other Parties in connection with the sale, merger, restructuring, or transfer of a substantial
portion or all of its assets, so long as the assignee in such a transaction directly assumes in
writing all rights, duties and obligations arising under this Agreement.  Any financing
arrangement entered into by the Interconnection Customer pursuant to this Article 14.1 will
provide that prior to or upon the exercise of the secured party’s, trustee’s or mortgagee’s
assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee
will notify the NYISO and Affected System Operator of the date and particulars of any such
exercise of assignment right(s) and will provide the NYISO and Affected System Operator with
proof that it meets the requirements of Articles Error! Reference source not found. and Error!
Reference source not found..  Any attempted assignment that violates this Article 14.1 is void
and ineffective.  Any assignment under this Agreement shall not relieve a Party of its
obligations, nor shall a Party’s obligations be enlarged, in whole or in part, by reason thereof.
Where required, consent to assignment will not be unreasonably withheld, conditioned or
delayed.

ARTICLE 15.  SEVERABILITY

If any provision in this Agreement is finally determined to be invalid, void or

unenforceable by any court or other Governmental Authority having jurisdiction, such

determination shall not invalidate, void or make unenforceable any other provision, agreement or covenant of this Agreement.

ARTICLE 16.  COMPARABILITY

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

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SERVICE AGREEMENT NO. 2723

ARTICLE 17.  CONFIDENTIALITY
 Confidentiality.

Certain information exchanged by the Parties during the term of this Agreement shall constitute confidential information (“Confidential Information”) and shall be subject to this Error! Reference source not found..

If requested by a Party receiving Confidential Information, the Party supplying the
Confidential Information shall provide in writing, the basis for asserting that the information
referred to in this Article 17 warrants confidential treatment, and the requesting Party may
disclose such writing to the appropriate Governmental Authority.  Each Party shall be
responsible for the costs associated with affording confidential treatment to its information.

Term.

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

Confidential Information.

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

Scope.

Confidential Information shall not include information that the receiving Party can

demonstrate: (1) is generally available to the public other than as a result of a disclosure by the
receiving Party; (2) was in the lawful possession of the receiving Party on a non-confidential
basis before receiving it from the disclosing Party; (3) was supplied to the receiving Party
without restriction by a third party, who, to the knowledge of the receiving Party after due
inquiry, was under no obligation to the disclosing Party to keep such information confidential;

(4) was independently developed by the receiving Party without reference to Confidential

Information of the disclosing Party; (5) is, or becomes, publicly known, through no wrongful act
or omission of the receiving Party or Breach of this Agreement; or (6) is required, in accordance
with Article Error! Reference source not found. of this Agreement, Order of Disclosure, to be
disclosed by any Governmental Authority or is otherwise required to be disclosed by law or
subpoena, or is necessary in any legal proceeding establishing rights and obligations under this
Agreement.  Information designated as Confidential Information will no longer be deemed
confidential if the Party that designated the information as confidential notifies the other Party
that it no longer is confidential.

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SERVICE AGREEMENT NO. 2723

Release of Confidential Information.

No Party shall release or disclose Confidential Information to any other person, except to
its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees,
consultants (collectively, “Representatives”), or to parties who may be considering providing
financing to or equity participation with Interconnection Customer, or to potential purchasers or
assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such
person has first been advised of the confidentiality provisions of this Article 17 and has agreed to
comply with such provisions.  Notwithstanding the foregoing, a Party providing Confidential
Information to any person shall remain primarily responsible for any release of Confidential
Information in contravention of this Error! Reference source not found..

Rights.

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

No Warranties.

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

Standard of Care.

Each Party shall use at least the same standard of care to protect Confidential Information it receives as it uses to protect its own Confidential Information from unauthorized disclosure, publication or dissemination.  Each Party may use Confidential Information solely to fulfill its obligations to the other Parties under this Agreement or its regulatory requirements, including the ISO OATT and NYISO Services Tariff.  The NYISO shall, in all cases, treat the information it receives in accordance with the requirements of Attachment F to the ISO OATT.

Order of Disclosure.

If a court or a Government Authority or entity with the right, power, and apparent

authority to do so requests or requires any Party, by subpoena, oral deposition, interrogatories,

requests for production of documents, administrative order, or otherwise, to disclose Confidential
Information, that Party shall provide the other Parties with prompt notice of such request(s) or
requirement(s) so that the other Parties may seek an appropriate protective order or waive
compliance with the terms of this Agreement.  Notwithstanding the absence of a protective order
or waiver, the Party may disclose such Confidential Information which, in the opinion of its

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SERVICE AGREEMENT NO. 2723

counsel, the Party is legally compelled to disclose.  Each Party will use Reasonable Efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential
Information so furnished.

Termination of Agreement.

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

Remedies.

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

Disclosure to FERC, its Staff, or a State.

Notwithstanding anything in this Error! Reference source not found.to the contrary,

and pursuant to 18 C.F.R. section 1b.20, if FERC or its staff, during the course of an

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

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SERVICE AGREEMENT NO. 2723

for any losses, consequential or otherwise, resulting from that Party divulging Confidential
Information pursuant to a FERC or state regulatory body request under this paragraph.

Required Notices Upon Requests or Demands for Confidential Information

Except as otherwise expressly provided herein, no Party shall disclose Confidential

Information to any person not employed or retained by the Party possessing the Confidential

Information, except to the extent disclosure is (i) required by law; (ii) reasonably deemed by the
disclosing Party to be required to be disclosed in connection with a dispute between or among
the Parties, or the defense of litigation or dispute; (iii) otherwise permitted by consent of the
other Party, such consent not to be unreasonably withheld; or (iv) necessary to fulfill its
obligations under this Agreement, the ISO OATT or the NYISO Services Tariff.  Prior to any
disclosures of a Party’s Confidential Information under this subparagraph, or if any third party or
Governmental Authority makes any request or demand for any of the information described in
this subparagraph, the disclosing Party agrees to promptly notify the other Party in writing and
agrees to assert confidentiality and cooperate with the other Party in seeking to protect the
Confidential Information from public disclosure by confidentiality agreement, protective order or
other reasonable measures.

ARTICLE 18.  INTERCONNECTION CUSTOMER NOTICES OF ENVIRONMENTAL
 RELEASES

Interconnection Customer shall notify the other Parties, 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 Affected System Upgrade Facilities, each of which may reasonably be expected to affect the other Parties.  The notifying Party shall: (i) provide the
notice as soon as practicable, provided such Party makes a good faith effort to provide the notice no later than twenty-four hours after such Party becomes aware of the occurrence; and (ii)
promptly furnish to the other Parties copies of any publicly available reports filed with any
Governmental Authorities addressing such events.

ARTICLE 19.  INFORMATION REQUIRMENT
 Information Acquisition

Interconnection Customer shall submit specific information regarding the electrical

characteristics of its facilities to the other Parties and National Grid as described below any in accordance with Applicable Reliability Standards.

Information Submission by Interconnection Customer

The initial information submission by Interconnection Customer shall occur no later than
the date(s) specified in the Milestones set forth in Appendix A to this Agreement.  On a monthly
basis Interconnection Customer shall provide the Affected System Operator, National Grid, and
NYISO a status report on the construction and installation of the Affected System Upgrade

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SERVICE AGREEMENT NO. 2723

Facilities, including, but not limited to, the following information: (1) progress to date; (2) a

description of the activities since the last report; (3) a description of the action items for the next period; and (4) the delivery status of equipment ordered.

Information Supplementation

Interconnection Customer shall supplement their information submissions described above in this Article 19 with any and all “as built” information or “as tested” performance
information that differs from the initial submissions or, alternatively, written confirmation that no such differences exist.

ARTICLE 20.  INFORMATION ACCESS AND AUDIT RIGHTS
 Information Access.

Each Party (“Disclosing Party”) shall make available to another Party (“Requesting

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

Reporting of Non-Force Majeure Events.

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

Audit Rights.

Subject to the requirements of confidentiality under Error! Reference source not
found.of this Agreement, each Party shall have the right, during normal business hours, and
upon prior reasonable written notice to another Party, to audit at its own expense the other
Party’s accounts and records pertaining to the other Party’s performance or satisfaction of its
obligations under this Agreement.  Such audit rights shall include audits of the other Party’s
costs, and calculation of invoiced amounts.  Any audit authorized by this Article 20.3 shall be
performed at the offices where such accounts and records are maintained and shall be limited to
those portions of such accounts and records that relate to the Party’s performance and
satisfaction of obligations under this Agreement.  Each Party shall keep such accounts and
records for a period equivalent to the audit rights periods described in Article Error! Reference
source not found. of this Agreement.

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SERVICE AGREEMENT NO. 2723
 Audit Rights Periods.

Audit Rights Period for Construction-Related Accounts and Records.

Accounts and records related to the design, engineering, procurement, and construction of
the Affected System Upgrade Facilities shall be subject to audit for a period of twenty-four
months following the issuance of a final invoice in accordance with Article 8.1 of this
Agreement.

Audit Rights Period for All Other Accounts and Records.

Accounts and records related to a Party’s performance or satisfaction of its obligations
under this Agreement other than those described in Article 20.4.1 of this Agreement shall be
subject to audit as follows: (i) for an audit relating to cost obligations, the applicable audit rights
period shall be twenty-four months after the auditing Party’s receipt of an invoice giving rise to
such cost obligations; and (ii) for an audit relating to all other obligations, the applicable audit
rights period shall be twenty-four months after the event for which the audit is sought.

Audit Results.

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

ARTICLE 21.  SUBCONTRACTORS

General.

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

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

Responsibility of Principal.

The creation of any subcontract relationship shall not relieve the hiring Party of any of its
obligations under this Agreement.  The hiring Party shall be fully responsible to the other Parties
for the acts or omissions of any subcontractor the hiring Party hires as if no subcontract had been
made; provided, however, that in no event shall the NYISO or Affected System Operator be
liable for the actions or inactions of an Interconnection Customer or its subcontractors with
respect to obligations of the Interconnection Customer under Article Error! Reference source
not found. of this Agreement.  Any applicable obligation imposed by this Agreement upon the
hiring Party shall be equally binding upon, and shall be construed as having application to, any
subcontractor of such Party.

No Limitation by Insurance.

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SERVICE AGREEMENT NO. 2723

The obligations under this Error! Reference source not found. will not be limited in any way by any limitation of subcontractor’s insurance.

ARTICLE 22.  DISPUTES

Submission.

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

External Arbitration Procedures.

Any arbitration initiated under this Agreement shall be conducted before a single neutral
arbitrator appointed by the Parties.  If the Parties fail to agree upon a single arbitrator within ten

(10) Calendar Days of the submission of the Dispute to arbitration, each Party shall choose one
arbitrator who shall sit on a three-member arbitration panel.  In each case, the arbitrator(s) shall
be knowledgeable in electric utility matters, including electric transmission and bulk power
issues, and shall not have any current or past substantial business or financial relationships with
any party to the arbitration (except prior arbitration).  The arbitrator(s) shall provide each of the
Parties an opportunity to be heard and, except as otherwise provided herein, shall conduct the
arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
Association (“Arbitration Rules”) and any applicable FERC regulations or RTO rules; provided,
however, in the event of a conflict between the Arbitration Rules and the terms of this Article 22,
the terms of this Article 22 shall prevail.

Arbitration Decisions.

Unless otherwise agreed by the Parties, the arbitrator(s) shall render a decision within

ninety (90) Calendar Days of appointment and shall notify the Parties in writing of such decision
and the reasons therefor.  The arbitrator(s) shall be authorized only to interpret and apply the
provisions of this Agreement and shall have no power to modify or change any provision of this
Agreement in any manner.  The decision of the arbitrator(s) shall be final and binding upon the
Parties, and judgment on the award may be entered in any court having jurisdiction.  The
decision of the arbitrator(s) may be appealed solely on the grounds that the conduct of the
arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act
or the Administrative Dispute Resolution Act.  The final decision of the arbitrator must also be

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SERVICE AGREEMENT NO. 2723

filed with FERC if it affects jurisdictional rates, terms and conditions of service, or Affected System Upgrade Facilities.

Costs.

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

Termination.

Notwithstanding the provisions of this Article 22, any Party may terminate this

Agreement in accordance with its provisions or pursuant to an action at law or equity.  The issue of whether such a termination is proper shall not be considered a Dispute hereunder.

ARTICLE 23.  REPRESENTATIONS, WARRANTIES AND COVENANTS
 General.

Each Party makes the following representations, warranties and covenants:

Good Standing.

Such Party is duly organized, validly existing and in good standing under the laws of the state in which it is organized, formed, or incorporated, as applicable; that it is qualified to do business in the State of New York; and that it has the corporate power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement.

Authority.

Such Party has the right, power and authority to enter into this Agreement, to become a
Party hereto and to perform its obligations hereunder.  This Agreement is a legal, valid and
binding obligation of such Party, enforceable against such Party in accordance with its terms,
except as the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors’ rights generally and by general equitable
principles (regardless of whether enforceability is sought in a proceeding in equity or at law).

No Conflict.

The execution, delivery and performance of this Agreement does not violate or conflict
with the organizational or formation documents, or bylaws or operating agreement, of such

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SERVICE AGREEMENT NO. 2723

Party, or any judgment, license, permit, order, material agreement or instrument applicable to or binding upon such Party or any of its assets.

Consent and Approval.

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

ARTICLE 24.  MISCELLANEOUS
 Binding Effect.

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

Conflicts.

If there is a discrepancy or conflict between or among the terms and conditions of this

cover agreement and the Appendices hereto, the terms and conditions of this Agreement shall be
given precedence over the Appendices, except as otherwise expressly agreed to in writing by the
Parties.

Rules of Interpretation.

This Agreement, unless a clear contrary intention appears, shall be construed and

interpreted as follows: (1) the singular number includes the plural number and vice versa; (2)

reference to any person includes such person’s successors and assigns but, in the case of a Party,
only if such successors and assigns are permitted by this Agreement, and reference to a person in
a particular capacity excludes such person in any other capacity or individually; (3) reference to
any agreement (including this Agreement), document, instrument or tariff means such
agreement, document, instrument, or tariff as amended or modified and in effect from time to
time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to
any Applicable Laws and Regulations means such Applicable Laws and Regulations as
amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time,
including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated
otherwise, reference to any Article, Section or Appendix means such Article of this Agreement
or such Appendix to this Agreement, as the case may be; (6) “hereunder”, “hereof’, “herein”,
“hereto” and words of similar import shall be deemed references to this Agreement as a whole
and not to any particular Article or other provision hereof or thereof; (7) “including” (and with
correlative meaning “include”) means including without limiting the generality of any
description preceding such term; and (8) relative to the determination of any period of time,

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SERVICE AGREEMENT NO. 2723

“from” means “from and including”, “to” means “to but excluding” and “through” means “through and including”.

Compliance.

Each Party shall perform its obligations under this Agreement in accordance with

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

Joint and Several Obligations.

Niagara and Erie shall be jointly and severally liable for all obligations of the Affected System Operator under this Agreement.  Except as otherwise stated herein, the obligations of NYISO, Interconnection Customer, and Affected System Operator are several, and are neither joint nor joint and several.

Entire Agreement.

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

No Third Party Beneficiaries.

This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and permitted their assigns.

Waiver.

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

performance of any provision of this Agreement will not be considered a waiver of any

obligation, right, or duty of, or imposed upon, such Party.  Any waiver at any time by either
Party of its rights with respect to this Agreement shall not be deemed a continuing waiver or a
waiver with respect to any other failure to comply with any other obligation, right, duty of this
Agreement.  Any waiver of this Agreement shall, if requested, be provided in writing.

Headings.

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SERVICE AGREEMENT NO. 2723

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

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.

Amendment.

The Parties may by mutual agreement amend this Agreement, by a written instrument duly executed by all three of the Parties.

Modification by the Parties.

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

Reservation of Rights.

NYISO and the Affected System Operator shall have the right to make unilateral filings
with FERC to modify this Agreement with respect to any rates, terms and conditions, charges,
classifications of service, rule or regulation under section 205 or any other applicable provision
of the Federal Power Act and FERC’s rules and regulations thereunder, and Interconnection
Customer shall have the right to make a unilateral filing with FERC to modify this Agreement
pursuant to section 206 or any other applicable provision of the Federal Power Act and FERC’s
rules and regulations thereunder; provided that each Party shall have the right to protest any such
filing by another Party and to participate fully in any proceeding before FERC in which such
modifications may be considered.  Nothing in this Agreement shall limit the rights of the Parties
or of FERC under sections 205 or 206 of the Federal Power Act and FERC’s rules and
regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided
herein.

No Partnership.

This Agreement shall not be interpreted or construed to create an association, joint

venture, agency relationship, or partnership among the Parties or to impose any partnership

obligation or partnership liability upon any Party.  No Party shall have any right, power or

authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, any other Party.

Other Transmission Rights.

Notwithstanding any other provision of this Agreement, nothing herein shall be construed
as relinquishing or foreclosing any rights, including but not limited to firm transmission rights,
capacity rights, or transmission congestion rights that the Interconnection Customer shall be

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SERVICE AGREEMENT NO. 2723

entitled to, now or in the future under any other agreement or tariff as a result of or otherwise
associated with, the transmission capacity, if any, created by the Affected System Upgrade
Facilities.

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SERVICE AGREEMENT NO. 2723

IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate originals,
each of which shall constitute and be an original effective Agreement between the Parties.

New York Independent System Operator,

Inc.

By: _____________________________
Name:___________________________
Title:

Date:

Niagara Wind Power, LLC

By:

Name: ______________________________
Title:

Date:

Erie Wind, LLC

By:

Name: ______________________________
Title:

Date:

KCE NY 6, LLC

By:

Name: ______________________________ Title:

Date:

Niagara Mohawk Power Corporation d/b/a National Grid

By:________________________________
Name:  ____________________________
Title: ______________________________
Date:  ______________________________

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SERVICE AGREEMENT NO. 2723

APPENDICES

Appendix A

EPC Services

Appendix B

Addresses for Delivery of Notices and Billings

Appendix C

In-Service Date

SERVICE AGREEMENT NO. 2723

APPENDIX A

EPC SERVICES

1.  Affected System Upgrade Facilities

The Affected System Upgrade Facilities consist of upgrades to electrical equipment and facilities at Bethlehem 115 kV Substation, which will include:

•   dedicated communication line for transfer trip;

•   new 19” rack or modification and addition to an existing rack to be located in the battery
 /maintenance room that will house the following:

o   new RFL GARD8000 teleprotection channel via leased telephone circuit;

o   new GE HFA interposing relay for remote tripping of 11A116 if deemed
 necessary during detailed design;

o   control switch for enable/disable transfer trip;

•   updated relay settings for directional overcurrent and neutral ground overvoltage; and

•   Human Machine Interface (“HMI”) upgrades for alarm and indication if deemed
 necessary by the Affected System Operator’s operations.

Interconnection Customer will be responsible for the design, procurement, construction, and commissioning of the Affected System Upgrade Facilities.

In performing the EPC Services, Interconnection Customer agrees to comply with all applicable standards and definitions as more particularly set forth in the interconnection agreement among NYISO, Connecting Transmission Owner and Affected System Operator concerning the Affected System.

Interconnection Customer understands and agrees that the information reasonably required by Affected System Operator pursuant to Section 3.2.11 includes the part number(s) of all equipment installed at the Affected System Upgrade Facilities. Interconnection Customer will promptly provide Affected System Operator with the part number(s) of any and all equipment installed at the Affected System Upgrade Facilities.

2.  Testing and Inspection

Interconnection Customer will: (i) submit a test plan and work in coordination with the Affected System Operator and any other required stakeholders on the timing and execution of Interconnection Customer’s performance tests of the Affected System Upgrade Facilities; and (ii) promptly deliver the results of any and all tests conducted on the Affected System Upgrade Facilities, in writing, to the Affected System Operator.

3.  Interconnection Customer’s Cost Responsibilities

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SERVICE AGREEMENT NO. 2723

Interconnection Customer will be responsible for all costs associated with the Affected System Upgrade Facilities.  The estimated cost for the design, construction, and commissioning of the Affected System Upgrade Facilities at Bethlehem Substation is $574,572.

4.  Milestones

Item Milestone

1. Execute NDA

2. Interconnection Agreement

3. Engineering start

4. Procurement start

5. Procurement end

6. Construction start

7. EPC Agreement

8. Testing/commissioning Phase I

9. In-Service Date

10. Engineering end

11. Construction end

12. Testing/commissioning Phase 2

13. Completion Date

Date Responsible Party

COMPLETE Interconnection Customer

and Affected System Operator

COMPLETE Interconnection Customer

COMPLETE Interconnection Customer

COMPLETE Interconnection Customer

COMPLETE Interconnection Customer

July 19, 2022 Interconnection Customer

July 2022 Interconnection Customer

and Affected System Operator

August 10, 2022 Interconnection Customer

August 10. 2022 Interconnection Customer

August 30, 2022 Interconnection Customer

September 30, Interconnection Customer
2022

October 10, 2022 Interconnection Customer
October 10, 2022  Interconnection Customer

5. Security - [None].

6. Recommendations and Considerations.

Interconnection Customer hereby agrees to implement the following recommendations in accordance with Q759 KCE NY 6 LLC - Protection Integration Review report prepared for Affected System Operator by Silvernail Engineering PLLC dated April 15, 2022:

a.  Provide programing from RFL for the 85-3 relay for Affected System Operator to

review and confirm initiating trip logic is dedicated to 9759 Main Breaker failure.

b.  Provide relay settings modification files to Affected System Operator for its review

of updated logic for Steel Winds relay 11BU-B. The relay settings should include
programing  of  IN102,  trip  string,  event  recorder,  and  sequence  of  events.

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SERVICE AGREEMENT NO. 2723

Energization of IN102 should be captured in logic operation and sequencing with a initiate a trip of 11A116 for redundancy to 94TTC.

c.  The design should be updated to provide contact feedback from 94TTC to Steel

Winds Digital Fault Recorder and 11BU-B for operational confirmation of 94TTC during future event analysis.

d.  Provide an installation and commissioning plan. The commissioning plan shall

follow the guidelines of NETA commissioning and be completed by NETA certified technicians. Commissioning plan shall include switching plans for Steel Winds to minimize downtime to the facility. Provided allowed by National Grid, isolation of 11A116 and closure of the 13.8kV Tie breaker will allow full generation of the facility during installation.

e. Provide as-builts record drawings upon project completion.

f. Provide an operations manual specific to Steel Winds for site personnel with

definition of ownership responsible, maintenance plans, contact information, and procedural instructions.

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SERVICE AGREEMENT NO. 2723

APPENDIX B

ADDRESSES FOR DELIVERY OF NOTICES AND BILLINGS

Notices:

NYISO:

New York Independent System Operator, Inc.

Attn:  Vice President, System and Resource Planning

10 Krey Boulevard

Rensselaer, NY 12144
Phone:  (518) 356-6000

Email:  interconnectionsupport@nyiso.com

Affected System Operator

Niagara Wind Power, LLC Attn: Operations

200 Liberty Street, 14th Floor, New York, NY 10281 Email: SteelWinds@brookfieldrenewable.com

With a copy to:

Email: legal.department.na@brookfieldrenewable.com

Erie Wind, LLC

Attn: Operations

200 Liberty Street, 14th Floor, New York, NY 10281 Email: SteelWinds@brookfieldrenewable.com

With a copy to:

Email: legal.department.na@brookfieldrenewable.com

KCE NY 6, LLC

Attn:  Contracts

25 Monroe Street, Suite 300 Albany, NY, 12210

Phone: (516) 279-2955

Email: contracts@keycaptureenergy.com

Billings and Payments:

Affected System Operator

Niagara Wind Power, LLC

Attn: Accounts Payable/Receivable

200 Liberty Street, 14th Floor, New York, NY 10281 Email: terpAP@brookfieldrenewable.com

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SERVICE AGREEMENT NO. 2723

With a copy to:

Email: SteelWinds@brookfieldrenewable.com

Erie Wind, LLC

Attn: Accounts Payable/Receivable

200 Liberty Street, 14th Floor, New York, NY 10281 Email: terpAP@brookfieldrenewable.com

With a copy to:

Email: SteelWinds@brookfieldrenewable.com

KCE NY 6, LLC

Attn: Accounts Payable

25 Monroe Street, Suite 300 Albany, NY, 12210

Phone: (516) 279-2955

Email: accountspayable@keycaptureenergy.com

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SERVICE AGREEMENT NO. 2723

APPENDIX C

IN-SERVICE DATE

[Date]

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

10 Krey Boulevard

Rensselaer, NY 12144

Affected System Operator Niagara Wind Power, LLC Attn: Operations

200 Liberty Street, 14th Floor, New York, NY 10281 Email: SteelWinds@brookfieldrenewable.com

With a copy to:

Email: legal.department.na@brookfieldrenewable.com

Erie Wind, LLC

Attn: Operations

200 Liberty Street, 14th Floor, New York, NY 10281 Email: SteelWinds@brookfieldrenewable.com

With a copy to:

Email: legal.department.na@brookfieldrenewable.com

Re:   KCE NY6 Battery Storage Project Affected System Upgrade Facilities

Dear :

On [Date] [Interconnection Customer] completed the Affected System Upgrade Facilities.

This letter confirms that [describe Affected System Upgrade Facilities] have commenced service, effective as of [Date plus one day].

Thank you.

[Signature]

[Interconnection Customer’s Representatives]

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