Common use of Duties and Authority Clause in Contracts

Duties and Authority. (a) The Management Committee shall have the duty and requisite authority to administer, enforce and interpret the provisions of this Agreement in order to accomplish the objectives of NEPOOL including the making of any decision or determination necessary under any provision of this Agreement and not expressly specified to be decided or determined by any other body. (b) The Management Committee shall have the authority to provide for such facilities, materials and supplies as the Management Committee may determine are necessary or desirable to carry out the provisions of this Agreement. (c) The Management Committee shall have, in addition to the authority provided in Section 6.12, the authority, after consultation with other NEPOOL committees and the System Operator, to establish or approve consistent standards with respect to any aspect of arrangements between Participants and Non-Participants which it determines may adversely affect the reliability of NEPOOL, and to review such arrangements to determine compliance with such standards. (d) The Management Committee, or its designee, shall have the authority to act on behalf of all Participants in carrying out any action properly taken pursuant to the provisions of this Agreement. Without limiting the foregoing general authority, the Management Committee, or its designee, shall have the authority on behalf of all Participants to execute any contract, lease or other instrument which has been properly authorized pursuant to this Agreement including, but not limited to, one or more contracts with the ISO, and to file with the Commission and other appropriate regulatory bodies: (i) this Agreement and documents amending or supplementing this Agreement, including the Tariff, (ii) contracts with Non-Participants or the ISO, and (iii) related tariffs, rate schedules and certificates of concurrence. The Management Committee shall, in addition, have the authority to represent NEPOOL in proceedings before the Commission. (e) The Management Committee shall have the duty and requisite authority, after consultation with other NEPOOL committees and the System Operator, to fix the NEPOOL Objective Capability for each month of each Power Year prior to the beginning of the Power Year and thereafter to review at least annually the anticipated Load of the NEPOOL Participants and NEPOOL Installed Capability for each month of such Power Year and to make such adjustments in the NEPOOL Objective Capability as the Management Committee may determine on the basis of such review. Since changes in the circumstances which must be assumed by the Management Committee in fixing NEPOOL Objective Capability for a future period can significantly affect the required level of NEPOOL Objective Capability for that period, the Management Committee shall, where appropriate, also determine the effect on NEPOOL Objective Capability of significant changes in circumstances from those assumed, either by fixing alternative NEPOOL Objective Capabilities, or by adopting adjustment factors or formulas. (f) The Management Committee shall have the duty and requisite authority to establish or approve schedules fixing the amounts to be paid by Participants and Non- Participants to permit the recovery of expenses incurred in furnishing some or all of the services furnished by NEPOOL either directly or through the System Operator. (g) The Management Committee shall have the duty and requisite authority to provide for the sharing by Participants, on such basis as the Management Committee may deem appropriate, of payments and costs which are not otherwise reimbursed under this Agreement and which are incurred by Participants or under arrangements with Non-Participants and approved or authorized by the Committee as necessary in order to meet or avoid short- term deficiencies in the amount of resources available to meet the pool's reliability objectives. (h) The Management Committee shall have the authority, at the time that it acts on an Entity's application pursuant to Section 3.1 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Management Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants. (i) Until the Second Effective Date, the Management Committee shall have the duty and requisite authority to determine which generating facilities should be equipped for Automatic Generation Control in order to maintain proper frequency for the interconnected bulk power system of the Participants and to control power flows on interconnections between Participants and non- Participants. The Management Committee shall establish a system for sharing by the Participants until the Second Effective Date, on such basis as the Committee may deem appropriate, of the costs, including loss of generator efficiency, that are incurred by Participants in installing, maintaining and operating Automatic Generation Control equipment required by the Committee and are not otherwise reimbursed under this Agreement. (j) The Management Committee shall have the duty and requisite authority to act on appeals to it from the actions of other NEPOOL committees and to appoint a special committee to administer NEPOOL's alternate dispute resolution procedures or to take any other action if it determines that such action is necessary or appropriate to achieve a prompt resolution of disputes under the provisions of Section 21.1. (k) The Management Committee shall have such further powers and duties as are conferred or imposed upon it by other sections of this Agreement.

Duties and Authority. (a) The Management Committee During the Employment Period, Employee shall have devote substantially all necessary time, ability and attention to the duty business and requisite authority affairs of the Bank and its affiliates. Employee shall not directly render service of a business, commercial or professional nature to administerany other person or organization other than the Bank and its affiliates without the consent of the Bank’s Board of Directors. Nothing in this paragraph prohibits Employee from, enforce and interpret or requires the provisions Bank’s Board of this Agreement in order Directors to accomplish the objectives approve or consent to Employee serving as an advisor or Board member of NEPOOL including the making a charitable or nonprofit organization or serving as an advisor or director of any decision or determination necessary under any provision corporation which does not compete with the business of this Agreement the Bank, so long as such service does not materially interfere with the performance of employment duties. Employee agrees that during the Employment Period, he will use his best efforts, skill and not expressly specified abilities to be decided or determined promote the Bank’s interests and to serve in the capacity to which he has been appointed. Employee shall perform such customary, appropriate and reasonable executive duties as are normally assigned to a person of similar title at a similarly situated company, including such duties as are delegated to him from time to time by any other bodythe Bank’s Board of Directors. (b) The Management Committee During the first six months of the Employment Period (the “Transition Period”), Employee shall have assist in the authority to provide for such facilitiesintegration and retention of Rancho clients into Bank relationship management efforts, materials and supplies as the Management Committee may determine are necessary or desirable to carry out the provisions of this Agreement. (c) The Management Committee shall have, in addition to the authority provided in Section 6.12, the authority, after consultation with other NEPOOL committees and the System Operator, to establish or approve consistent standards with respect to any aspect of arrangements between Participants and Non-Participants which it determines may adversely affect the reliability of NEPOOL, and to review such arrangements to determine compliance with such standards. (d) The Management Committee, or its designee, shall have the authority to act on behalf of all Participants in carrying out any action properly taken pursuant to the provisions of this Agreement. Without limiting the foregoing general authority, the Management Committee, or its designee, shall have the authority on behalf of all Participants to execute any contract, lease or other instrument which has been properly authorized pursuant to this Agreement including, but not limited to, one or more contracts with the ISOdirection from the President and Chief Executive Officer of the Bank, and to file with the Commission appropriate levels of integration processes and other appropriate regulatory bodies: (i) this Agreement and documents amending or supplementing this Agreement, including the Tariff, (ii) contracts with Non-Participants or the ISO, and (iii) related tariffs, rate schedules and certificates of concurrence. The Management Committee shall, in addition, have the authority to represent NEPOOL in proceedings before the Commission. (e) The Management Committee shall have the duty and requisite authority, after consultation with other NEPOOL committees and the System Operator, to fix the NEPOOL Objective Capability for each month of each Power Year prior to the beginning of the Power Year and thereafter to review at least annually the anticipated Load of the NEPOOL Participants and NEPOOL Installed Capability for each month of such Power Year and to make such adjustments in the NEPOOL Objective Capability efforts as the Management Committee may determine on the basis of such review. Since changes in the circumstances which must be assumed by the Management Committee in fixing NEPOOL Objective Capability for a future period can significantly affect the required level of NEPOOL Objective Capability for that period, the Management Committee shall, where appropriate, also determine the effect on NEPOOL Objective Capability of significant changes in circumstances from those assumed, either by fixing alternative NEPOOL Objective Capabilities, or by adopting adjustment factors or formulas. (f) The Management Committee shall have the duty and requisite authority to establish or approve schedules fixing the amounts to be paid by Participants and Non- Participants to permit the recovery of expenses incurred in furnishing some or all of the services furnished by NEPOOL either directly or through the System Operator. (g) The Management Committee shall have the duty and requisite authority to provide for the sharing by Participants, on such basis as the Management Committee may deem appropriate, of payments and costs which are not otherwise reimbursed under this Agreement and which are incurred by Participants or under arrangements with Non-Participants and approved or authorized by the Committee as necessary in order to meet or avoid short- term deficiencies in the amount of resources available to meet the pool's reliability objectives. (h) The Management Committee shall have the authority, at the time that it acts on an Entity's application pursuant to Section 3.1 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Management Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants.follows: (i) Until Employee will make at least 20 calls per month to existing Rancho customers to assist in retaining deposit balances; (ii) Employee will participate, as appropriate, in community activities to promote and reassure the Second Effective DateRancho communities that the merger between Rancho and the Bank will be positive and successful; and (iii) Employee will contact potential loan customers and assist in developing loan requests (as deemed necessary and subject to approval by the Bank) to facilitate the transition between Rancho’s and the Bank’s credit cultures (collectively, the Management Committee shall have the duty and requisite authority to determine which generating facilities should be equipped for Automatic Generation Control in order to maintain proper frequency for the interconnected bulk power system of the Participants and to control power flows on interconnections between Participants and non- Participants. The Management Committee shall establish a system for sharing by the Participants until the Second Effective Date, on such basis as the Committee may deem appropriate, of the costs, including loss of generator efficiency, that are incurred by Participants in installing, maintaining and operating Automatic Generation Control equipment required by the Committee and are not otherwise reimbursed under this Agreement“Transition Milestones”). (j) The Management Committee shall have the duty and requisite authority to act on appeals to it from the actions of other NEPOOL committees and to appoint a special committee to administer NEPOOL's alternate dispute resolution procedures or to take any other action if it determines that such action is necessary or appropriate to achieve a prompt resolution of disputes under the provisions of Section 21.1. (k) The Management Committee shall have such further powers and duties as are conferred or imposed upon it by other sections of this Agreement.

Duties and Authority. (a) The Management Committee During the Employment Period, Employee shall have devote substantially all necessary time, ability and attention to the duty business and requisite authority affairs of the Bank and its affiliates. Employee shall not directly render service of a business, commercial or professional nature to administerany other person or organization other than the Bank and its affiliates without the consent of the Bank’s Board of Directors. Nothing in this paragraph prohibits Employee from, enforce and interpret or requires the provisions Bank’s Board of this Agreement in order Directors to accomplish the objectives approve or consent to Employee serving as an advisor or Board member of NEPOOL including the making a charitable or nonprofit organization or serving as an advisor or director of any decision or determination necessary under any provision corporation which does not compete with the business of this Agreement the Bank, so long as such service does not materially interfere with the performance of employment duties. Employee agrees that during the Employment Period, she will use her best efforts, skill and not expressly specified abilities to be decided or determined promote the Bank’s interests and to serve in the capacity to which she has been appointed. Employee shall perform such customary, appropriate and reasonable executive duties as are normally assigned to a person of similar title at a similarly situated company, including such duties as are delegated to her from time to time by any other bodythe Bank’s Board of Directors. (b) The Management Committee During the first six months of the Employment Period (the “Transition Period”), Employee shall have assist in the authority to provide for such facilitiesintegration and conversion of Rancho’s operations and financial processes into the Bank’s systems, materials with direction from the Executive Vice President and supplies as Chief Financial Officer of the Management Committee may determine are necessary or desirable to carry out the provisions of this Agreement. (c) The Management Committee shall haveBank, in addition to the authority provided in Section 6.12, the authority, after consultation with other NEPOOL committees and the System Operator, to establish or approve consistent standards with respect to any aspect of arrangements between Participants and Non-Participants which it determines may adversely affect the reliability of NEPOOL, and to review such arrangements to determine compliance with such standards. (d) The Management Committee, or its designee, shall have the authority to act on behalf of all Participants in carrying out any action properly taken pursuant to the provisions of this Agreement. Without limiting the foregoing general authority, the Management Committee, or its designee, shall have the authority on behalf of all Participants to execute any contract, lease or other instrument which has been properly authorized pursuant to this Agreement including, but not limited to, one or more contracts with the ISO, appropriate levels of integration processes and to file with the Commission and other appropriate regulatory bodies: (i) this Agreement and documents amending or supplementing this Agreement, including the Tariff, (ii) contracts with Non-Participants or the ISO, and (iii) related tariffs, rate schedules and certificates of concurrence. The Management Committee shall, in addition, have the authority to represent NEPOOL in proceedings before the Commission. (e) The Management Committee shall have the duty and requisite authority, after consultation with other NEPOOL committees and the System Operator, to fix the NEPOOL Objective Capability for each month of each Power Year prior to the beginning of the Power Year and thereafter to review at least annually the anticipated Load of the NEPOOL Participants and NEPOOL Installed Capability for each month of such Power Year and to make such adjustments in the NEPOOL Objective Capability efforts as the Management Committee may determine on the basis of such review. Since changes in the circumstances which must be assumed by the Management Committee in fixing NEPOOL Objective Capability for a future period can significantly affect the required level of NEPOOL Objective Capability for that period, the Management Committee shall, where appropriate, also determine the effect on NEPOOL Objective Capability of significant changes in circumstances from those assumed, either by fixing alternative NEPOOL Objective Capabilities, or by adopting adjustment factors or formulas. (f) The Management Committee shall have the duty and requisite authority to establish or approve schedules fixing the amounts to be paid by Participants and Non- Participants to permit the recovery of expenses incurred in furnishing some or all of the services furnished by NEPOOL either directly or through the System Operator. (g) The Management Committee shall have the duty and requisite authority to provide for the sharing by Participants, on such basis as the Management Committee may deem appropriate, of payments and costs which are not otherwise reimbursed under this Agreement and which are incurred by Participants or under arrangements with Non-Participants and approved or authorized by the Committee as necessary in order to meet or avoid short- term deficiencies in the amount of resources available to meet the pool's reliability objectives. (h) The Management Committee shall have the authority, at the time that it acts on an Entity's application pursuant to Section 3.1 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Management Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants.follows: (i) Until Assist the Second Effective DateBank in the closing of all financial and regulatory reports necessary to complete the Merger and close out Rancho’s books; (ii) Assist in notifying all vendors of the Merger and assist in terminating the vendor contracts as directed by the Bank; (iii) Assist the Bank in any requested duties to facilitate the changeover for Rancho’s branches to become Bank branches; and (iv) Work with the Bank in integrating Rancho’s financial records into the Bank’s financial records to ensure accuracy and completeness (collectively, the Management Committee shall have the duty and requisite authority to determine which generating facilities should be equipped for Automatic Generation Control in order to maintain proper frequency for the interconnected bulk power system of the Participants and to control power flows on interconnections between Participants and non- Participants. The Management Committee shall establish a system for sharing by the Participants until the Second Effective Date, on such basis as the Committee may deem appropriate, of the costs, including loss of generator efficiency, that are incurred by Participants in installing, maintaining and operating Automatic Generation Control equipment required by the Committee and are not otherwise reimbursed under this Agreement“Transition Milestones”). (j) The Management Committee shall have the duty and requisite authority to act on appeals to it from the actions of other NEPOOL committees and to appoint a special committee to administer NEPOOL's alternate dispute resolution procedures or to take any other action if it determines that such action is necessary or appropriate to achieve a prompt resolution of disputes under the provisions of Section 21.1. (k) The Management Committee shall have such further powers and duties as are conferred or imposed upon it by other sections of this Agreement.

Duties and Authority. (a) The Management Committee shall have the duty and requisite authority to administer, enforce and interpret the provisions of this Agreement in order to accomplish the objectives of NEPOOL including the making of any decision or determination necessary under any provision of this Agreement and not expressly specified to be decided or determined by any other body. (b) The Management Committee shall have the authority to provide for such facilities, materials and supplies as the Management Committee may determine are necessary or desirable to carry out the provisions of this Agreement. (c) The Management Committee shall have, in addition to the authority provided in Section 6.12, the authority, after consultation with other NEPOOL committees and the System Operator, to establish or approve consistent standards with respect to any aspect of arrangements between Participants and Non-Participants which it determines may adversely affect the reliability of NEPOOL, and to review such arrangements to determine compliance with such standards. (d) The Management Committee, or its designee, shall have the authority to act on behalf of all Participants in carrying out any action properly taken pursuant to the provisions of this Agreement. Without limiting the foregoing general authority, the Management Committee, or its designee, shall have the authority on behalf of all Participants to execute any contract, lease or other instrument which has been properly authorized pursuant to this Agreement including, but not limited to, one or more contracts with the ISO, and to file with the Commission and other appropriate regulatory bodies: (i) this Agreement and documents amending or supplementing this Agreement, including the Tariff, (ii) contracts with Non-Participants or the ISO, and (iii) related tariffs, rate schedules and certificates of concurrence. The Management Committee shall, in addition, have the authority to represent NEPOOL in proceedings before the Commission. (e) The Management Committee shall have the duty and requisite authority, after consultation with other NEPOOL committees and the System Operator, to fix the NEPOOL Objective Capability for each month of each Power Year prior to the beginning of the Power Year and thereafter to review at least annually the anticipated Load of the NEPOOL Participants and NEPOOL Installed Capability for each month of such Power Year and to make such adjustments in the NEPOOL Objective Capability as the Management Committee may determine on the basis of such review. Since changes in the circumstances which must be assumed by the Management Committee in fixing NEPOOL Objective Capability for a future period can significantly affect the required level of NEPOOL Objective Capability for that period, the Management Committee shall, where appropriate, also determine the effect on NEPOOL Objective Capability of significant changes in circumstances from those assumed, either by fixing alternative NEPOOL Objective Capabilities, or by adopting adjustment factors or formulas. (f) The Management Committee shall have the duty and requisite authority to establish or approve schedules fixing the amounts to be paid by Participants and Non- Non-Participants to permit the recovery of expenses incurred in furnishing some or all of the services furnished by NEPOOL either directly or through the System Operator. (g) The Management Committee shall have the duty and requisite authority to provide for the sharing by Participants, on such basis as the Management Committee may deem appropriate, of payments and costs which are not otherwise reimbursed under this Agreement and which are incurred by Participants or under arrangements with Non-Participants and approved or authorized by the Committee as necessary in order to meet or avoid short- short-term deficiencies in the amount of resources available to meet the pool's reliability objectives. (h) The Management Committee shall have the authority, at the time that it acts on an Entity's application pursuant to Section 3.1 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Management Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants. (i) Until the Second Effective Date, the Management Committee shall have the duty and requisite authority to determine which generating facilities should be equipped for Automatic Generation Control in order to maintain proper frequency for the interconnected bulk power system of the Participants and to control power flows on interconnections between Participants and non- non-Participants. The Management Committee shall establish a system for sharing by the Participants until the Second Effective Date, on such basis as the Committee may deem appropriate, of the costs, including loss of generator efficiency, that are incurred by Participants in installing, maintaining and operating Automatic Generation Control equipment required by the Committee and are not otherwise reimbursed under this Agreement. (j) The Management Committee shall have the duty and requisite authority to act on appeals to it from the actions of other NEPOOL committees and to appoint a special committee to administer NEPOOL's alternate dispute resolution procedures or to take any other action if it determines that such action is necessary or appropriate to achieve a prompt resolution of disputes under the provisions of Section 21.1. (k) The Management Committee shall have such further powers and duties as are conferred or imposed upon it by other sections of this Agreement.

Duties and Authority. (a) The Management Participants Committee shall have the duty and requisite authority to administer, enforce and interpret the provisions of this Agreement and any other agreement or document approved by the Participants Committee or its predecessor in order to accomplish the objectives of NEPOOL including the making of any decision or determination necessary under any provision of this Agreement or any other agreement or document approved by the Participants Committee or its predecessor and not expressly specified to be decided or determined by any other body. (b) The Management Participants Committee shall have the authority to provide for such facilities, materials and supplies as the Management Participants Committee may determine are necessary or desirable to carry out the provisions of this Agreement. (c) The Management Participants Committee shall have, in addition to the authority provided in Section 6.127.3, the authority, after consultation with other NEPOOL committees and the System Operator, to establish or approve consistent standards with respect to any aspect of arrangements between Participants and Non-Participants which it determines may adversely affect the reliability of NEPOOL, and to review such arrangements to determine compliance with such standards. (d) The Management Participants Committee, or its designee, shall have the authority to act on behalf of all Participants in carrying out any action properly taken pursuant to the provisions of this Agreement. Without limiting the foregoing general authority, the Management Participants Committee, or its designee, shall have the authority on behalf of all Participants to execute any contract, lease or other instrument which has been properly authorized pursuant to this Agreement including, but not limited to, one or more contracts with the ISOSystem Operator, and to file with the Commission and other appropriate regulatory bodies: (i) this Agreement and documents amending or supplementing this Agreement, including the Tariff, (ii) contracts with Non-Non- Participants or the ISOSystem Operator, and (iii) related tariffs, rate schedules and certificates of concurrence. The Management Participants Committee shall, in addition, have the authority to represent NEPOOL in proceedings before the Commission. (e) The Management Participants Committee shall have the duty and requisite authority, after consultation with other NEPOOL committees and the System Operator, to fix the NEPOOL Objective Capability for each month of each Power Year prior to the beginning of the Power Year and thereafter to review at least annually the anticipated Load of the NEPOOL Participants and NEPOOL Installed Capability for each month of such Power Year and to make such adjustments in the NEPOOL Objective Capability as the Management Participants Committee may determine on the basis of such review. Since changes in the circumstances which must be assumed by the Management Participants Committee in fixing NEPOOL Objective Capability for a future period can significantly affect the required level of NEPOOL Objective Capability for that period, the Management Participants Committee shall, where appropriate, also determine the effect on NEPOOL Objective Capability of significant changes in circumstances from those assumed, either by fixing alternative NEPOOL Objective Capabilities, or by adopting adjustment factors or formulas. (f) The Management Participants Committee shall have the duty and requisite authority to establish or approve schedules fixing the amounts to be paid by Participants and Non- Non-Participants to permit the recovery of expenses incurred in furnishing some or all of the services furnished by NEPOOL either directly or through the System Operator. (g) The Management Participants Committee shall have the duty and requisite authority to provide for the sharing by Participants, on such basis as the Management Participants Committee may deem appropriate, of payments and costs which are not otherwise reimbursed under this Agreement and which are incurred by Participants or under arrangements with Non-Participants and approved or authorized by the Committee as necessary in order to meet or avoid short- short-term deficiencies in the amount of resources available to meet the poolPool's reliability objectives. (h) The Management Participants Committee shall have the authority, at the time that it acts on an Entity's application pursuant to Section 3.1 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Management Participants Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants. (i) Until the Second Effective Date, the Management The Participants Committee shall have the duty and requisite authority to determine which generating facilities should be equipped establish standard conditions and waivers with respect to applications by Entities for Automatic Generation Control membership in order NEPOOL and to maintain proper frequency for the interconnected bulk power system of modify such standard conditions and waivers as appropriate in connection with changed circumstances with respect to such applicants, provided that the Participants Committee determines that the standard conditions and to control power flows waivers for such Entities will not impose an additional burden on interconnections between Participants and non- other Participants. The Management Committee shall establish a system for sharing by the Participants until the Second Effective Date, on such basis as the Committee may deem appropriate, of the costs, including loss of generator efficiency, that are incurred by Participants in installing, maintaining and operating Automatic Generation Control equipment required by the Committee and are not otherwise reimbursed under this Agreement. (j) The Management Participants Committee shall have the duty and requisite authority to act on appeals to it from the actions of other NEPOOL committees Principal Committees if delegated to such Committees by the Participants Committee pursuant to Section 7.5(k), to appoint the Review Board, and to appoint a special committee to administer NEPOOL▇▇▇▇▇▇'s alternate dispute resolution procedures or to take any other action if it determines that such action is necessary or appropriate to achieve a prompt resolution of disputes under the provisions of Section 21.1. (k) The Management Participants Committee shall have the authority to delegate its powers and duties to one or more of the Technical Committees, the System Operator, or other entity as it sees fit provided that (i) such delegation is clearly stated and approved by a Participant Committee action, (ii) such delegation does not violate any other provision set forth herein, and (iii) the action of such entity on any matter delegated to it may be appealed by any Participant to the Participants Committee provided such an appeal is taken prior to the end of the tenth business day following the action of the Technical Committee, the System Operator, or such entity by giving to the Secretary of the Participants Committee a signed and written notice of appeal, a copy of which the Secretary shall provide to the System Operator and each member and alternate of the Participants Committee. Pending action on the appeal by the Participants Committee, the giving of a notice of appeal as aforesaid shall suspend the action appealed from. (l) The Participants Committee shall have the duty and requisite authority to establish the NEPOOL Information Policy. (m) The Participants Committee shall have the duty and requisite authority to adopt and approve, amend and approve or resubmit to one or more Technical Committees for additional comment, any matter submitted to the Participants Committee by a Technical Committee. (n) The Participants Committee shall have such further powers and duties as are conferred or imposed upon it by other sections of this Agreement.

Duties and Authority. (a) The Management Participants Committee shall have the duty and requisite authority to administer, enforce and interpret the provisions of this Agreement and any other agreement or document approved by the Participants Committee or its predecessor in order to accomplish the objectives of NEPOOL including the making of any decision or determination necessary under any provision of this Agreement or any other agreement or document approved by the Participants Committee or its predecessor and not expressly specified to be decided or determined by any other body. (b) The Management Participants Committee shall have the authority to provide for such facilities, materials and supplies as the Management Participants Committee may determine are necessary or desirable to carry out the provisions of this Agreement. (c) The Management Participants Committee shall have, in addition to the authority provided in Section 6.127.3, the authority, after consultation with other NEPOOL committees and the System Operator, to establish or approve consistent standards with respect to any aspect of arrangements between Participants and Non-Participants which it determines may adversely affect the reliability of NEPOOL, and to review such arrangements to determine compliance with such standards. (d) The Management Participants Committee, or its designee, shall have the authority to act on behalf of all Participants in carrying out any action properly taken pursuant to the provisions of this Agreement. Without limiting the foregoing general authority, the Management Participants Committee, or its designee, shall have the authority on behalf of all Participants to execute any contract, lease or other instrument which has been properly authorized pursuant to this Agreement including, but not limited to, one or more contracts with the ISOSystem Operator, and to file with the Commission and other appropriate regulatory bodies: (i) this Agreement and documents amending or supplementing this Agreement, including the Tariff, (ii) contracts with Non-Participants or the ISOSystem Operator, and (iii) related tariffs, rate schedules and certificates of concurrence. The Management Participants Committee shall, in addition, have the authority to represent NEPOOL in proceedings before the Commission. (e) The Management Participants Committee shall have the duty and requisite authority, after consultation with other NEPOOL committees and the System Operator, to fix the NEPOOL Objective Capability for each month of each Power Year prior to the beginning of the Power Year and thereafter to review at least annually the anticipated Load of the NEPOOL Participants and NEPOOL Installed Capability for each month of such Power Year and to make such adjustments in the NEPOOL Objective Capability as the Management Participants Committee may determine on the basis of such review. Since changes in the circumstances which must be assumed by the Management Participants Committee in fixing NEPOOL Objective Capability for a future period can significantly affect the required level of NEPOOL Objective Capability for that period, the Management Participants Committee shall, where appropriate, also determine the effect on NEPOOL Objective Capability of significant changes in circumstances from those assumed, either by fixing alternative NEPOOL Objective Capabilities, or by adopting adjustment factors or formulas. (f) The Management Participants Committee shall have the duty and requisite authority to establish or approve schedules fixing the amounts to be paid by Participants and Non- Non-Participants to permit the recovery of expenses incurred in furnishing some or all of the services furnished by NEPOOL either directly or through the System Operator. (g) The Management Participants Committee shall have the duty and requisite authority to provide for the sharing by Participants, on such basis as the Management Participants Committee may deem appropriate, of payments and costs which are not otherwise reimbursed under this Agreement and which are incurred by Participants or under arrangements with Non-Non- Participants and approved or authorized by the Committee as necessary in order to meet or avoid short- short-term deficiencies in the amount of resources available to meet the poolPool's reliability objectives. (h) The Management Participants Committee shall have the authority, at the time that it acts on an Entity's application pursuant to Section 3.1 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Management Participants Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants. (i) Until the Second Effective Date, the Management The Participants Committee shall have the duty and requisite authority to determine which generating facilities should be equipped establish standard conditions and waivers with respect to applications by Entities for Automatic Generation Control membership in order NEPOOL and to maintain proper frequency for the interconnected bulk power system of modify such standard conditions and waivers as appropriate in connection with changed circumstances with respect to such applicants, provided that the Participants Committee determines that the standard conditions and to control power flows waivers for such Entities will not impose an additional burden on interconnections between Participants and non- other Participants. The Management Committee shall establish a system for sharing by the Participants until the Second Effective Date, on such basis as the Committee may deem appropriate, of the costs, including loss of generator efficiency, that are incurred by Participants in installing, maintaining and operating Automatic Generation Control equipment required by the Committee and are not otherwise reimbursed under this Agreement. (j) The Management Participants Committee shall have the duty and requisite authority to act on appeals to it from the actions of other NEPOOL committees Principal Committees if delegated to such Committees by the Participants Committee pursuant to Section 7.5(k), to appoint the Review Board, and to appoint a special committee to administer NEPOOL's alternate dispute resolution procedures or to take any other action if it determines that such action is necessary or appropriate to achieve a prompt resolution of disputes under the provisions of Section 21.1. (k) The Management Participants Committee shall have the authority to delegate its powers and duties to one or more of the Technical Committees, the System Operator, or other entity as it sees fit provided that (i) such delegation is clearly stated and approved by a Participant Committee action, (ii) such delegation does not violate any other provision set forth herein, and (iii) the action of such entity on any matter delegated to it may be appealed by any Participant to the Participants Committee provided such an appeal is taken prior to the end of the tenth business day following the action of the Technical Committee, the System Operator, or such entity by giving to the Secretary of the Participants Committee a signed and written notice of appeal, a copy of which the Secretary shall provide to the System Operator and each member and alternate of the Participants Committee. Pending action on the appeal by the Participants Committee, the giving of a notice of appeal as aforesaid shall suspend the action appealed from. (l) The Participants Committee shall have the duty and requisite authority to establish the NEPOOL Information Policy. (m) The Participants Committee shall have the duty and requisite authority to adopt and approve, amend and approve or resubmit to one or more Technical Committees for additional comment, any matter submitted to the Participants Committee by a Technical Committee. (n) The Participants Committee shall have such further powers and duties as are conferred or imposed upon it by other sections of this Agreement.

Duties and Authority. (a) The Management Committee shall have the duty and requisite authority to administer, enforce and interpret the provisions of this Agreement in order to accomplish the objectives of NEPOOL including the making of any decision or determination necessary under any provision of this Agreement and not expressly specified to be decided or determined by any other body. (b) The Management Committee shall have the authority to provide for such facilities, materials and supplies as the Management Committee may determine are necessary or desirable to carry out the provisions of this Agreement. (c) The Management Committee shall have, in addition to the authority provided in Section 6.12, the authority, after consultation with other NEPOOL committees and the System Operator, to establish or approve consistent standards with respect to any aspect of arrangements between Participants and Non-Participants which it determines may adversely affect the reliability of NEPOOL, and to review such arrangements to determine compliance with such standards. (d) The Management Committee, or its designee, shall have the authority to act on behalf of all Participants in carrying out any action properly taken pursuant to the provisions of this Agreement. Without limiting the foregoing general authority, the Management Committee, or its designee, shall have the authority on behalf of all Participants to execute any contract, lease or other instrument which has been properly authorized pursuant to this Agreement including, but not limited to, one or more contracts with the ISO, and to file with the Commission and other appropriate regulatory bodies: : (i) this Agreement and documents amending or supplementing this Agreement, including the Tariff, , (ii) contracts with Non-Participants or the ISO, and and (iii) related tariffs, rate schedules and certificates of concurrence. The Management Committee shall, in addition, have the authority to represent NEPOOL in proceedings before the Commission. (e) The Management Committee shall have the duty and requisite authority, after consultation with other NEPOOL committees and the System Operator, to fix the NEPOOL Objective Capability for each month of each Power Year prior to the beginning of the Power Year and thereafter to review at least annually the anticipated Load of the NEPOOL Participants and NEPOOL Installed Capability for each month of such Power Year and to make such adjustments in the NEPOOL Objective Capability as the Management Committee may determine on the basis of such review. Since changes in the circumstances which must be assumed by the Management Committee in fixing NEPOOL Objective Capability for a future period can significantly affect the required level of NEPOOL Objective Capability for that period, the Management Committee shall, where appropriate, also determine the effect on NEPOOL Objective Capability of significant changes in circumstances from those assumed, either by fixing alternative NEPOOL Objective Capabilities, or by adopting adjustment factors or formulas. (f) The Management Committee shall have the duty and requisite authority to establish or approve schedules fixing the amounts to be paid by Participants and Non- Non-Participants to permit the recovery of expenses incurred in furnishing some or all of the services furnished by NEPOOL either directly or through the System Operator. (g) The Management Committee shall have the duty and requisite authority to provide for the sharing by Participants, on such basis as the Management Committee may deem appropriate, of payments and costs which are not otherwise reimbursed under this Agreement and which are incurred by Participants or under arrangements with Non-Participants and approved or authorized by the Committee as necessary in order to meet or avoid short- short-term deficiencies in the amount of resources available to meet the pool's reliability objectives. (h) The Management Committee shall have the authority, at the time that it acts on an Entity's application pursuant to Section 3.1 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Management Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants. (i) Until the Second Effective Date, the Management Committee shall have the duty and requisite authority to determine which generating facilities should be equipped for Automatic Generation Control in order to maintain proper frequency for the interconnected bulk power system of the Participants and to control power flows on interconnections between Participants and non- non-Participants. The Management Committee shall establish a system for sharing by the Participants until the Second Effective Date, on such basis as the Committee may deem appropriate, of the costs, including loss of generator efficiency, that are incurred by Participants in installing, maintaining and operating Automatic Generation Control equipment required by the Committee and are not otherwise reimbursed under this Agreement. (j) The Management Committee shall have the duty and requisite authority to act on appeals to it from the actions of other NEPOOL committees and to appoint a special committee to administer NEPOOL's alternate dispute resolution procedures or to take any other action if it determines that such action is necessary or appropriate to achieve a prompt resolution of disputes under the provisions of Section 21.1. (k) The Management Committee shall have such further powers and duties as are conferred or imposed upon it by other sections of this Agreement.

Duties and Authority. (a) The Management Participants Committee shall have the duty and requisite authority to administer, enforce and interpret the provisions of this Agreement and any other agreement or document approved by the Participants Committee or its predecessor in order to accomplish the objectives of NEPOOL including the making of any decision or determination necessary under any provision of this Agreement or any other agreement or document approved by the Participants Committee or its predecessor and not expressly specified to be decided or determined by any other body. (b) The Management Participants Committee shall have the authority to provide for such facilities, materials and supplies as the Management Participants Committee may determine are necessary or desirable to carry out the provisions of this Agreement. (c) The Management Participants Committee shall have, in addition to the authority provided in Section 6.127.3, the authority, after consultation with other NEPOOL committees and the System Operator, to establish or approve consistent standards with respect to any aspect of arrangements between Participants and Non-Participants which it determines may adversely affect the reliability of NEPOOL, and to review such arrangements to determine compliance with such standards. (d) The Management Participants Committee, or its designee, shall have the authority to act on behalf of all Participants in carrying out any action properly taken pursuant to the provisions of this Agreement. Without limiting the foregoing general authority, the Management Participants Committee, or its designee, shall have the authority on behalf of all Participants to execute any contract, lease or other instrument which has been properly authorized pursuant to this Agreement including, but not limited to, one or more contracts with the ISOSystem Operator, and to file with the Commission and other appropriate regulatory bodies: (i) this Agreement and documents amending or supplementing this Agreement, including the Tariff, (ii) contracts with Non-Participants or the ISOSystem Operator, and (iii) related tariffs, rate schedules and certificates of concurrence. The Management Participants Committee shall, in addition, have the authority to represent NEPOOL in proceedings before the Commission. (e) The Management Participants Committee shall have the duty and requisite authority, after consultation with other NEPOOL committees and the System Operator, to fix the NEPOOL Objective Capability for each month of each Power Year prior to the beginning of the Power Year and thereafter to review at least annually the anticipated Load of the NEPOOL Participants and NEPOOL Installed Capability for each month of such Power Year and to make such adjustments in the NEPOOL Objective Capability as the Management Participants Committee may determine on the basis of such review. Since changes in the circumstances which must be assumed by the Management Participants Committee in fixing NEPOOL Objective Capability for a future period can significantly affect the required level of NEPOOL Objective Capability for that period, the Management Participants Committee shall, where appropriate, also determine the effect on NEPOOL Objective Capability of significant changes in circumstances from those assumed, either by fixing alternative NEPOOL Objective Capabilities, or by adopting adjustment factors or formulas. (f) The Management Participants Committee shall have the duty and requisite authority to establish or approve schedules fixing the amounts to be paid by Participants and Non- Non-Participants to permit the recovery of expenses incurred in furnishing some or all of the services furnished by NEPOOL either directly or through the System Operator. (g) The Management Participants Committee shall have the duty and requisite authority to provide for the sharing by Participants, on such basis as the Management Participants Committee may deem appropriate, of payments and costs which are not otherwise reimbursed under this Agreement and which are incurred by Participants or under arrangements with Non-Participants and approved or authorized by the Committee as necessary in order to meet or avoid short- short-term deficiencies in the amount of resources available to meet the poolPool's reliability objectives. (h) The Management Participants Committee shall have the authority, at the time that it acts on an Entity's application pursuant to Section 3.1 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Management Participants Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants. (i) Until the Second Effective Date, the Management The Participants Committee shall have the duty and requisite authority to determine which generating facilities should be equipped establish standard conditions and waivers with respect to applications by Entities for Automatic Generation Control membership in order NEPOOL and to maintain proper frequency for the interconnected bulk power system of modify such standard conditions and waivers as appropriate in connection with changed circumstances with respect to such applicants, provided that the Participants Committee determines that the standard conditions and to control power flows waivers for such Entities will not impose an additional burden on interconnections between Participants and non- other Participants. The Management Committee shall establish a system for sharing by the Participants until the Second Effective Date, on such basis as the Committee may deem appropriate, of the costs, including loss of generator efficiency, that are incurred by Participants in installing, maintaining and operating Automatic Generation Control equipment required by the Committee and are not otherwise reimbursed under this Agreement. (j) The Management Participants Committee shall have the duty and requisite authority to act on appeals to it from the actions of other NEPOOL committees Principal Committees if delegated to such Committees by the Participants Committee pursuant to Section 7.5(k), to appoint the Review Board, and to appoint a special committee to administer NEPOOL's alternate dispute resolution procedures or to take any other action if it determines that such action is necessary or appropriate to achieve a prompt resolution of disputes under the provisions of Section 21.1. (k) The Management Participants Committee shall have the authority to delegate its powers and duties to one or more of the Technical Committees, the System Operator, or other entity as it sees fit provided that (i) such delegation is clearly stated and approved by a Participant Committee action, (ii) such delegation does not violate any other provision set forth herein, and (iii) the action of such entity on any matter delegated to it may be appealed by any Participant to the Participants Committee provided such an appeal is taken prior to the end of the tenth business day following the action of the Technical Committee, the System Operator, or such entity by giving to the Secretary of the Participants Committee a signed and written notice of appeal, a copy of which the Secretary shall provide to the New England Power Pool Sheet No. 101 Restated NEPOOL Agreement ------------------------------------------------------------------------------------------------------------------- System Operator and each member and alternate of the Participants Committee. Pending action on the appeal by the Participants Committee, the giving of a notice of appeal as aforesaid shall suspend the action appealed from. (l) The Participants Committee shall have the duty and requisite authority to establish the NEPOOL Information Policy. (m) The Participants Committee shall have the duty and requisite authority to adopt and approve, amend and approve or resubmit to one or more Technical Committees for additional comment, any matter submitted to the Participants Committee by a Technical Committee. (n) Subject to Section 20(h), the Participants Committee shall have such further powers and duties as are conferred or imposed upon it by other sections of this Agreement.

Duties and Authority. (a) The Management Committee shall have the duty and requisite authority to administer, enforce and interpret the provisions of this Agreement in order to accomplish the objectives of NEPOOL including the making of any decision or determination necessary under any provision of this Agreement and not expressly specified to be decided or determined by any other body. (b) The Management Committee shall have the authority to provide for such facilities, materials and supplies as the Management Committee may determine are necessary or desirable to carry out the provisions of this Agreement. (c) The Management Committee shall have, in addition to the authority provided in Section 6.12, the authority, after consultation with other NEPOOL committees and the System Operator, to establish or approve consistent standards with respect to any aspect of arrangements between Participants and Non-Participants which it determines may adversely affect the reliability of NEPOOL, and to review such arrangements to determine compliance with such standards. (d) The Management Committee, or its designee, shall have the authority to act on behalf of all Participants in carrying out any action properly taken pursuant to the provisions of this Agreement. Without limiting the foregoing general authority, the Management Committee, or its designee, shall have the authority on behalf of all Participants to execute any contract, lease or other instrument which has been properly authorized pursuant to this Agreement including, but not limited to, one or more contracts with the ISO, and to file with the Commission and other appropriate regulatory bodies: (i) this Agreement and documents amending or supplementing this Agreement, including the Tariff, (ii) contracts with Non-Participants or the ISO, and (iii) related tariffs, rate schedules and certificates of concurrence. The Management Committee shall, in addition, have the authority to represent NEPOOL in proceedings before the Commission. (e) The Management Committee shall have the duty and requisite authority, after consultation with other NEPOOL committees and the System Operator, to fix the NEPOOL Objective Capability for each month of each Power Year prior to the beginning of the Power Year and thereafter to review at least annually the anticipated Load of the NEPOOL Participants and NEPOOL Installed Capability for each month of such Power Year and to make such adjustments in the NEPOOL Objective Capability as the Management Committee may determine on the basis of such review. Since changes in the circumstances which must be assumed by the Management Committee in fixing NEPOOL Objective Capability for a future period can significantly affect the required level of NEPOOL Objective Capability for that period, the Management Committee shall, where appropriate, also determine the effect on NEPOOL Objective Capability of significant changes in circumstances from those assumed, either by fixing alternative NEPOOL Objective Capabilities, or by adopting adjustment factors or formulas. (f) The Management Committee shall have the duty and requisite authority to establish or approve schedules fixing the amounts to be paid by Participants and Non- Non-Participants to permit the recovery of expenses incurred in furnishing some or all of the services furnished by NEPOOL either directly or through the System Operator. (g) The Management Committee shall have the duty and requisite authority to provide for the sharing by Participants, on such basis as the Management Committee may deem appropriate, of payments and costs which are not otherwise reimbursed under this Agreement and which are incurred by Participants or under arrangements with Non-Participants and approved or authorized by the Committee as necessary in order to meet or avoid short- short-term deficiencies in the amount of resources available to meet the pool's reliability objectives. (h) The Management Committee shall have the authority, at the time that it acts on an Entity's application pursuant to to Section 3.1 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Management Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants. (i) Until the Second Effective Date, the Management Committee shall have the duty and requisite authority to determine which generating facilities should be equipped for Automatic Generation Control in order to maintain proper frequency for the interconnected bulk power system of the Participants and to control power flows on interconnections between Participants and non- non-Participants. The Management Committee shall establish a system for sharing by the Participants until the Second Effective Date, on such basis as the Committee may deem appropriate, of the costs, including loss of generator efficiency, that are incurred by Participants in installing, maintaining and operating Automatic Generation Control equipment required by the Committee and are not otherwise reimbursed under this Agreement. (j) The Management Committee shall have the duty and requisite authority to act on appeals to it from the actions of other NEPOOL committees and to appoint a special committee to administer NEPOOL's alternate dispute resolution procedures or to take any other action if it determines that such action is necessary or appropriate to achieve a prompt resolution of disputes under the provisions of Section 21.1. (k) The Management Committee shall have such further powers and duties as are conferred or imposed upon it by other sections of this Agreement.