Common use of New Construction or Modifications Clause in Contracts

New Construction or Modifications. ‌ 3.4.1 Seller may construct or modify the T&D System interconnected to the Purchased Assets pursuant to Good Utility Practices and Buyer may install, construct or modify the Purchased Assets interconnected to the T&D System pursuant to Good Utility Practices. Unless otherwise required by law, regulation, or Good Utility Practices, Seller shall not be required at any time to upgrade or otherwise modify the T&D System, provided however, Seller shall make such transmission upgrades as Buyer may request in connection with Buyer's addition of generating capacity at, or repowering of, any of the Purchased Assets. The Parties will bear the cost of such upgrades in accordance with the ISO Tariff or Seller's Open Access Transmission Tariff, whichever is applicable. 3.4.2 In the event the Seller plans to undertake additions, modifications, or replacements of the T&D System, including the Interconnection Facilities, Seller shall submit to Buyer all engineering plans and specifications that Buyer may reasonably request related to such modifications. If such additions, modifications, or replacements might affect the Buyer's operation of the Purchased Assets, Seller shall give Buyer not less than 120 days' prior written notice of the additions, modifications, or replacements prior to undertaking such additions, modifications, or replacements. Any such additions, modifications, or replacements shall comply with Good Utility Practices. Seller shall use all commercially reasonable efforts with respect to any such additions, modifications, or replacements to avoid any adverse impact on the Purchased Assets. 3.4.3 In the event the Buyer plans to increase or decrease the capacity of the Purchased Assets, the Buyer shall submit to Seller all engineering plans and specifications that Seller may reasonably request related to such increase. Such specifications and plans shall be submitted by the Buyer to Seller not later than 12 months prior to the respective commercial operation date for additions, modifications, or replacements to the Purchased Assets that will result in such increase, except as otherwise agreed to by Seller. All such additions, modifications, or replacements shall comply with Good Utility Practices. Buyer shall use commercially reasonable efforts with respect to any such additions, modifications, or replacements to avoid any adverse impact on the T&D System. 3.4.4 If the Buyer plans any additions, modifications, or replacements to the Purchased Assets that may not increase or decrease their capacity, but could reasonably be expected to affect the T&D System, the Buyer shall give Seller reasonable notice, but not less than 60 days' prior written notice thereof; provided, however, that the Buyer shall provide Seller with at least six months' prior written notice, and shall submit to Seller the plans and specifications for such additions, modifications, or replacements if they will involve an outage of the Purchased Assets for 30 days or more. All such additions, modifications, or replacements shall comply with Good Utility Practices. 3.4.5 Seller shall inform the Buyer in writing within 60 days of any additions, modifications, or replacements to the T&D System that are necessary as a result of the addition, modification, or replacement to the Purchased Assets made pursuant to this Section 3.4. 3.4.6 Unless otherwise provided by law, regulation or rule, the Buyer shall reimburse Seller for reasonable and documented costs incurred by Seller in accordance with governing laws, regulations or rules for such additions, modifications, or replacements made to the T&D System (a) that is not a transmission facility under ISO operational control, including the Interconnection Facilities; (b) are a direct result of such additions, modifications, or replacements of the Purchased Assets, regardless of whether the Purchased Assets enter (or have entered into) service, or are interconnected with the T&D System; and

New Construction or Modifications. ‌ 3.4.1 Seller may construct or modify the T&D System interconnected to the Purchased Assets pursuant to Good Utility Practices and Buyer may install, construct or modify the Purchased Assets interconnected to the T&D System pursuant to Good Utility Practices. Unless otherwise required by law, regulation, or Good Utility Practices, Seller shall not be required at any time to upgrade or otherwise modify the T&D System, provided however, Seller shall make such transmission upgrades as Buyer may request in connection with Buyer's addition of generating capacity at, or repowering of, any of the Purchased Assets. The Parties will bear the cost of such upgrades in accordance with the ISO Tariff or Seller's Open Access Transmission Tariff, whichever is applicable. 3.4.2 In the event the Seller plans to undertake additions, modifications, or replacements of the T&D System, including the Interconnection Facilities, Seller shall submit to Buyer all engineering plans and specifications that Buyer may reasonably request related to such modifications. If such additions, modifications, or replacements might affect the Buyer's operation of the Purchased Assets, Seller shall give Buyer not less than 120 days' prior written notice of the additions, modifications, or replacements prior to undertaking such additions, modifications, or replacements. Any such additions, modifications, or replacements shall comply with Good Utility Practices. Seller shall use all commercially reasonable efforts with respect to any such additions, modifications, or replacements to avoid any adverse impact on the Purchased Assets. 3.4.3 In the event the Buyer plans to increase or decrease the capacity of the Purchased Assets, the Buyer shall submit to Seller all engineering plans and specifications that Seller may reasonably request related to such increase. Such specifications and plans shall be submitted by the Buyer to Seller not later than 12 months prior to the respective commercial operation date for additions, modifications, or replacements to the Purchased Assets that will result in such increase, except as otherwise agreed to by Seller. All such additions, modifications, or replacements shall comply with Good Utility Practices. Buyer shall use commercially reasonable efforts with respect to any such additions, modifications, or replacements to avoid any adverse impact on the T&D System. 3.4.4 If the Buyer plans any additions, modifications, or replacements to the Purchased Assets that may not increase or decrease their capacity, but could reasonably be expected to affect the T&D System, the Buyer shall give Seller reasonable notice, but not less than 60 days' prior written notice thereof; provided, however, that the Buyer shall provide Seller with at least six months' prior written notice, and shall submit to Seller the plans and specifications for such additions, modifications, or replacements if they will involve an outage of the Purchased Assets for 30 days or more. All such additions, modifications, or replacements shall comply with Good Utility Practices. 3.4.5 Seller shall inform the Buyer in writing within 60 days of any additions, modifications, or replacements to the T&D System that are necessary as a result of the addition, modification, or replacement to the Purchased Assets made pursuant to this Section 3.4. 3.4.6 Unless otherwise provided by law, regulation or rule, the Buyer shall reimburse Seller for reasonable and documented costs incurred by Seller in accordance with governing laws, regulations or rules for such additions, modifications, or replacements made to the T&D System (a) that is not a transmission facility under ISO operational control, including the Interconnection Facilities; (b) are a direct result of such additions, modifications, or replacements of the Purchased Assets, regardless of whether the Purchased Assets enter (or have entered into) service, or are interconnected with the T&D System; and

New Construction or Modifications. ‌ 3.4.1 Seller may construct or modify the T&D System interconnected to the Purchased Assets pursuant to Good Utility Practices and Buyer may install, construct or modify the Purchased Assets interconnected to the T&D System pursuant to Good Utility Practices. 3.8.1 Unless otherwise required by law, regulation, or Good Utility PracticesPractice, Seller RGE shall not be required at any time to upgrade or otherwise modify the T&D SystemTransmission System or the RGE Interconnection Facilities. 3.8.2 Unless otherwise required by law, provided however, Seller shall make such transmission upgrades as Buyer may request in connection with Buyer's addition of generating capacity atregulation, or repowering ofGood Utility Practice, Customer shall not be required at any of time to upgrade or otherwise modify the Purchased Assets. The Parties will bear the cost of such upgrades in accordance with the ISO Tariff or Seller's Open Access Transmission Tariff, whichever is applicableCustomer Interconnection Facilities. 3.4.2 In the event the Seller plans to 3.8.3 RGE may undertake additions, modifications, or replacements of the T&D System, including Transmission System or the RGE Interconnection Facilities, Seller shall submit to Buyer all engineering plans and specifications that Buyer may reasonably request related to such modifications. If such additions, modifications, or replacements might affect the Buyer's Reasonably be expected to affect, in RGE’s Reasonable judgment, Customer’s operation of the Purchased AssetsPlant, Seller RGE shall give Buyer not less than 120 days' provide Customer sixty (60) days prior written notice of the necessity of the additions, modifications, or replacements prior to undertaking such additions, modifications, or replacements. If RGE is required to submit a filing to the FERC regarding the necessity of the additions, modifications, or replacements, RGE shall provide Customer with a copy of all such filing(s) concurrent with the electronic submission of the filing to the FERC. If Customer notifies RGE within such sixty (60) day period that RGE’s proposed additions, modifications, or replacements could Reasonably be expected, in Customer’s Reasonable judgment, to have an adverse impact on Customer’s operation of the Plant, then RGE shall use Reasonable efforts to examine a Reasonable alternative design to such addition, modification, or replacement to eliminate such adverse impact on Customer’s operation of the Plant, and Customer shall provide to RGE such information and consultation Reasonably required to enable RGE to complete such examination. In no event shall RGE be obligated to undertake an alternative design that will result in materially greater costs to RGE than those costs that would have been incurred under the initial design. Any such additions, modifications, or replacements shall comply with Good Utility Practices. Seller shall use Practice and all commercially reasonable efforts with respect to any such additionsapplicable laws, modificationsregulations, or replacements to avoid any adverse impact on the Purchased Assetsand governments orders. 3.4.3 In 3.8.4 If Customer plans any addition, modification, retirement or replacement to the event Plant or to the Buyer Customer Interconnection Facilities or otherwise plans a change to its mode of operation (a “Customer Project”) that (a) will increase or decrease the capacity of the Purchased Assetsgenerating equipment components of the Plant, or (b) could Reasonably be expected, in RGE’s Reasonable judgment, to affect the Buyer Transmission System or the RGE Interconnection Facilities, Customer shall submit sixty (60) days prior written notice briefly describing the proposed Customer Project to RGE and thereafter shall submit to Seller RGE any and all engineering plans data, information and specifications documentation that Seller RGE may reasonably Reasonably request related to such increaseproposed Customer Project. Such specifications Within sixty (60) days after RGE receives such data, information and plans documentation, RGE shall be submitted by the Buyer to Seller not later than 12 months prior to the respective commercial operation date for notify Customer of (a) any additions, modifications, or modifications and/or replacements to the Purchased Assets that will result in Transmission System ( “Transmission System Improvements”) or RGE Interconnection Facilities (“Interconnection Facilities Improvements”) which would be necessitated by the Customer Project, (b) an initial estimate of the design, construction, and ongoing operating and maintenance costs for the Transmission System Improvements or Interconnection Facilities Improvements which would be payable by Customer pursuant to Sections 5.1 and 5.2, and (c) the length of time necessary to complete such increaseTransmission System Improvements or Interconnection Facilities Improvements (and related tasks, except as otherwise agreed to by Seller. All such additionsapprovals, modifications, or replacements shall comply with Good Utility Practices. Buyer shall use commercially reasonable efforts with respect to any such additions, modifications, or replacements to avoid any adverse impact on the T&D System. 3.4.4 If the Buyer plans any additions, modifications, or replacements to the Purchased Assets that may not increase or decrease their capacity, but could reasonably be expected to affect the T&D System, the Buyer shall give Seller reasonable notice, but not less than 60 days' prior written notice thereofand activities); provided, however, that the Buyer should RGE determine that additional information is required, RGE shall provide Seller with at least six months' prior written notice, and shall submit to Seller the plans and specifications for such additions, modifications, or replacements if they will involve an outage notify Customer of the Purchased Assets need for 30 days or morethe additional information and RGE’s sixty (60) day period for notifying Customer shall be tolled while RGE awaits receipt of such additional information. All Any such additions, modifications, or replacements Customer Project shall comply with Good Utility Practices. 3.4.5 Seller shall inform the Buyer in writing within 60 days of any additions, modifications, or replacements to the T&D System that are necessary as a result of the Practice. Any addition, modification, or replacement to the Purchased Assets made pursuant Customer Interconnection Facilities associated with any such Customer Project shall be subject to this Section 3.4the review and acceptance of RGE, which review shall be based on Good Utility Practice, and which acceptance shall not unreasonably be withheld, conditioned, or delayed. 3.4.6 Unless otherwise provided by law3.8.5 In accordance with Article 5, regulation or rule, the Buyer Customer shall reimburse Seller for reasonable and documented costs incurred by Seller in accordance with governing laws, regulations or rules for such additions, modifications, or replacements made to the T&D System RGE for: (a) that is not all Reasonable costs and expenses described and permitted in Sections 5.1 and 5.2 which are incurred by RGE for the design, engineering, procurement, construction, installation, and any start up testing of any Transmission System Improvements or Interconnection Facilities Improvements, required as a transmission facility under ISO operational control, including the Interconnection Facilities; (b) are a direct result of such additions, modifications, or replacements of the Purchased Assetsa Customer Project, regardless of whether the Purchased Assets enter Customer Project enters (or have has entered into) service, or are is interconnected with the T&D Transmission System; and,

New Construction or Modifications. ‌ 3.4.1 Seller may construct or modify the T&D System interconnected to the Purchased Assets pursuant to Good Utility Practices and Buyer may install, construct or modify the Purchased Assets interconnected to the T&D System pursuant to Good Utility Practices. Unless otherwise required by law, regulation, or Good Utility Practices, Seller shall not be required at any time to upgrade or otherwise modify the T&D System, provided however, Seller shall make such transmission upgrades as Buyer may request in connection with Buyer's addition of generating capacity at, or repowering of, any of the Purchased Assets. The Parties will bear the cost of such upgrades in accordance with the ISO Tariff or Seller's Open Access Transmission Tariff, whichever is applicable. 3.4.2 In the event the Seller plans to undertake additions, modifications, or replacements of the T&D System, including the Interconnection Facilities, Seller shall submit to Buyer all engineering plans and specifications that Buyer may reasonably request related to such modifications. If such additions, modifications, or replacements might affect the Buyer's operation of the Purchased Assets, Seller shall give Buyer not less than 120 days' prior written notice of the additions, modifications, or replacements prior to undertaking such additions, modifications, or replacements. Any such additions, modifications, or replacements shall comply with Good Utility Practices. Seller shall use all commercially reasonable efforts with respect to any such additions, modifications, or replacements to avoid any adverse impact on the Purchased Assets. 3.4.3 In the event the Buyer plans to increase or decrease the capacity of the Purchased Assets, the Buyer shall submit to Seller all engineering plans and specifications that Seller may reasonably request related to such increase. Such specifications and plans shall be submitted by the Buyer to Seller not later than 12 months prior to the respective commercial operation date for additions, modifications, or replacements to the Purchased Assets that will result in such increase, except as otherwise agreed to by Seller. All such additions, modifications, or replacements shall comply with Good Utility Practices. Buyer shall use commercially reasonable efforts with respect to any such additions, modifications, or replacements to avoid any adverse impact on the T&D System. 3.4.4 If the Buyer plans any additions, modifications, or replacements to the Purchased Assets that may not increase or decrease their capacity, but could reasonably be expected to affect the T&D System, the Buyer shall give Seller reasonable notice, but not less than 60 days' prior written notice thereof; provided, however, that the Buyer shall provide Seller with at least six months' prior written notice, and shall submit to Seller the plans and specifications for such additions, modifications, or replacements if they will involve an outage of the Purchased Assets for 30 days or more. All such additions, modifications, or replacements shall comply with Good Utility Practices. 3.4.5 Seller shall inform the Buyer in writing within 60 days of any additions, modifications, or replacements to the T&D System that are necessary as a result of the addition, modification, or replacement to the Purchased Assets made pursuant to this Section 3.4. 3.4.6 Unless otherwise provided by law, regulation or rule, the Buyer shall reimburse Seller for reasonable and documented costs incurred by Seller in accordance with governing laws, regulations or rules for such additions, modifications, or replacements made to the T&D System (a) that is not a transmission facility under ISO operational control, including the Interconnection Facilities; (b) are a direct result of such additions, modifications, or replacements of the Purchased Assets, regardless of whether the Purchased Assets enter (or have entered into) service, or are interconnected with the T&D System; andand (c) are necessary to ensure the reliability of the T&D System. Seller shall provide Buyer with the estimated cost of such additions, modifications, or replacements of the T&D System no later than 30 days prior to the initiation of such addition, modification, or replacement. Nothing herein shall affect Buyer's right to dispute the necessity or amount of such costs. 3.4.7 A Party's acceptance of another Party's interconnection plans and specifications for any proposed addition, modification or replacement of the Purchased Assets, and either Party's participation in interconnected operations with the other Party, are not and shall not be construed as: (a) confirmation or endorsement of the design of the other Party's facilities; (b) a warranty of safety, durability or reliability of the other Party's facilities; or (c) responsibility for strength, details of design, adequacy, or capability of the other Party's facilities. 3.4.8 Upon completion of any addition, modification, or replacement to the Purchased Assets that may reasonably be expected to affect the T&D System, but no later than 90 days thereafter, the Buyer shall issue "as built" drawings to Seller. Upon completion of any addition, modification, or replacement to the T&D System that may reasonably be expected to affect the operation of the Purchased Assets, but no later than 90 days thereafter, Seller shall issue "as built" drawings to the Buyer.

New Construction or Modifications. ‌ 3.4.1 Seller may construct or modify the T&D System interconnected to the Purchased Assets pursuant to Good Utility Practices and Buyer may install, construct or modify the Purchased Assets interconnected to the T&D System pursuant to Good Utility Practices. Unless otherwise required by law, regulation, or Good Utility Practices, Seller NYSEG shall not be required at any time to upgrade or otherwise modify the T&D its Transmission System, provided however, Seller shall make such transmission upgrades as Buyer may request in connection with Buyer's addition of generating capacity at, or repowering of, any of the Purchased Assets. The Parties will bear the cost of such upgrades in accordance with the ISO Tariff or Seller's Open Access Transmission Tariff, whichever is applicable. 3.4.2 In the event the Seller plans to NYSEG may undertake additions, modifications, or replacements of the T&D System, including the Interconnection Facilities, Seller shall submit to Buyer all engineering plans and specifications that Buyer may reasonably request related to such modifications. If such additions, modifications, or replacements might affect the Buyer's operation of the Purchased Assets, Seller shall give Buyer not less than 120 days' prior written notice of the additions, modifications, or replacements prior to undertaking such additions, modifications, or replacements. Any such additions, modifications, or replacements shall comply with Good Utility Practices. Seller shall use all commercially reasonable efforts with respect to any such additions, modifications, or replacements to avoid any adverse impact on the Purchased Assets.its 3.4.3 In the event the Buyer plans to increase or decrease the capacity of the Purchased AssetsFossil Plants, the Buyer shall submit to Seller NYSEG any and all engineering plans and specifications that Seller NYSEG may reasonably request related to such increase. Such specifications and plans shall be submitted by the Buyer to Seller NYSEG not later than 12 twenty-four (24) months prior to the respective commercial operation date for additions, modifications, or replacements to the Purchased Assets Fossil Plants that will result in such increase, except as otherwise agreed to by SellerNYSEG. All Any such additions, modifications, or replacements shall comply with Good Utility Practices. Buyer shall use commercially reasonable efforts with respect to any such additions, modifications, or replacements to avoid any adverse impact on the T&D SystemPractice. 3.4.4 If the Buyer plans any additions, modifications, or replacements to the Buyer's Purchased Assets that may will not increase or decrease their capacitythe capacity of the Fossil Plants, but could reasonably be expected to affect the T&D Transmission System, the Buyer shall give Seller NYSEG reasonable notice, but not less than 60 sixty (60) days' prior written notice thereof; provided, however, that the Buyer shall provide Seller NYSEG with at least six twelve (12) months' prior written notice, and shall submit to Seller NYSEG the plans and specifications for such additions, modifications, or replacements if they will involve an outage of the Purchased Assets Fossil Plants for 30 days or more. All such additions, modifications, or replacements shall comply with Good Utility Practices.thirty (30) 3.4.5 Seller NYSEG shall inform the Buyer in writing within 60 days of any additions, modifications, or replacements to the T&D Transmission System that are necessary as a result of the addition, modification, or replacement to the Purchased Assets Fossil Plants made pursuant to this Section 3.4.Sections 3.4.2, 3.4.3 or 3.4.6 Unless otherwise provided by law, regulation or rule, the The Buyer shall reimburse Seller NYSEG for all reasonable and documented costs incurred by Seller in accordance with governing laws, regulations or rules NYSEG for such additions, modifications, or replacements made to the T&D System (a) that is not a transmission facility under ISO operational controlTransmission System, including the NYSEG Interconnection Facilities; (b) are a direct result , arising out of such additions, modifications, or replacements of the Purchased AssetsFossil Plants, regardless of whether the Purchased Assets Fossil Plants enter (or have entered into) service, or are interconnected with the T&D Transmission System. NYSEG shall provide the Buyer with the estimated cost of such addition, modification, or replacement of the Transmission System no later than thirty (30) days prior to the initiation of such addition, modification, or replacement. 3.4.7 NYSEG's acceptance of the Buyer's interconnection plans and specifications for any proposed addition, modification or replacement of the Fossil Plants, and NYSEG's participation in interconnected operations with the Buyer, are not and shall not be construed as: (a) confirmation or endorsement of the design of the Fossil Plants; and(b) a warranty of safety, durability or reliability of the Fossil Plants; or (c) responsibility for strength, details of design, adequacy, or capability of the Fossil Plants. 3.4.8 Notwithstanding anything to the contrary set forth herein, all work performed in connection with the construction, installation, and maintenance of modifications to 3.4.9 The Buyer shall compensate NYSEG for all reasonable costs and fees required to enable NYSEG to exercise its rights and to fulfill its obligations under this Agreement, including any tax liability, any costs of acquiring land necessary for the NYSEG Interconnection Facilities, the costs and fees of all permits, licenses, franchises, or regulatory or other approvals necessary for the construction, maintenance, and operation of any NYSEG Interconnection Facilities. 3.4.10 The Buyer shall modify, at its sole cost and expense, the Fossil Plants as may be reasonably required to conform with changes to Good Utility Practice and additions, modifications, and replacements of the Transmission System reasonably required by Good Utility Practice or implemented in accordance with this Agreement, or the Transmission System including, but not limited to, changes to the voltages at which the Transmission System is operated. 3.4.11 Upon completion of any addition, modification, or replacement to the Fossil Plants that may reasonably be expected to affect the Transmission System, but no later than ninety (90) days thereafter, the Buyer shall issue "as built" drawings to NYSEG. Upon completion of any addition, modification, or replacement to the Transmission System that may reasonably be expected to affect the operation of the Fossil Plants, but no later than ninety (90) days thereafter, NYSEG shall issue "as built" drawings to the Buyer.