Common use of Operating and Maintenance Expenses Clause in Contracts

Operating and Maintenance Expenses. In accordance with Article 10.5 of this Agreement, the Developer shall be responsible for all reasonable expenses associated with the operation, maintenance, repair and replacement of the Connecting Transmission Owner’s Attachment Facilities, as such facilities are detailed in this Appendix A (“O&M Expenses”). The Developer shall have the option to pay such O&M Expenses either under the procedure described in Option 1 or in Option 2 below. Option 1: Fixed On-Going Charge Payment: The Connecting Transmission Owner will invoice and Developer shall pay an annual payment to the Connecting Transmission Owner equal to the product of the Gross Plant Investment associated with the Connecting Transmission Owner Interconnection Facility and the Annual Transmission Ongoing Charge Factor, for the term of this Interconnection Agreement. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner. The Project’s Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost shall be established in writing by the Connecting Transmission Owner no later than 90 days following commercial operation. The Annual Transmission On-Going Charge Factor shall be calculated annually each July based on the Connecting Transmission Owner’s most recent FERC Form 1 data and will equal the sum of the Revenue Requirement Components as identified in O&M Attachment 1 divided by the Total Gross Plant of the Connecting Transmission Owner. Total Gross Plant shall equal the sum of Item Nos. A (1)(a)(b)(c) in O&M Attachment 1. Option 2: Annual Actual O&M Expenses The Developer shall pay for all actual O&M Expenses incurred by the Connecting Transmission Owner, which expenses shall be billed by the Connecting Transmission Owner quarterly as accumulated during the quarter for which they were incurred. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner, which invoice shall be issued after the end of each quarter for the most recent quarter. Selection by Developer The Developer shall select which option for paying such O&M Expenses by providing written notice to the Connecting Transmission Owner within thirty (30) days after the Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost and the most recent Annual Transmission Ongoing Charge Factor have been provided to the Developer. If the Developer fails to provide timely notice to the Connecting Transmission Owner of the option selected, the Developer will be deemed to have selected Option 2: Annual Actual O&M Expenses. Capitalized terms used in this calculation will have the following definitions:

Operating and Maintenance Expenses. In accordance with Article 10.5 of this Agreement, the Developer The Interconnection Customer shall be responsible for all reasonable expenses associated with the operation, maintenance, repair Operating and replacement of the Connecting Transmission Owner’s Attachment Facilities, as such facilities are detailed in this Appendix A Maintenance (“O&M ExpensesO&M”). The Developer shall have the option to pay such O&M Expenses either under the procedure described in Option 1 or in Option 2 below. Option 1: Fixed On-Going Charge Payment: The Connecting Transmission Owner will invoice and Developer shall pay an annual payment to the Connecting Transmission Owner equal to the product of the Gross Plant Investment ) expenses associated with the Connecting Transmission Owner Interconnection Facility and the Annual Facilities listed at Section D of this Attachment. Interconnection Customer shall pay to Connecting Transmission Ongoing Charge Factor, Owner for O&M expenses each month during the term of this Agreement an amount equal to 1/12 of the product of 9% and the actual total cost of such Connecting Transmission Owner Interconnection AgreementFacilities. Estimated Monthly O&M calculation = 1/12 x 0.09 x $41,332 (to be adjusted by final actual costs) Estimated Monthly O&M payment = $309.99 All O&M payments due to be made by the Developer Interconnection Customer under this Agreement shall be made within thirty (30) calendar days after receiving an invoice from the Connecting Transmission Owner. The Project’s Gross Attachment 3 - One-line Diagram Depicting the Small Generating Facility, Interconnection Facilities, Metering Equipment, and Upgrades Attachment 4 - Milestones In-Service Date: July 30, 2013 Critical milestones and responsibility as agreed to by the Parties: Complete technical review Completed Connecting Transmission OwnerOwner (“CTO”) Complete engineering design for Distribution Upgrades Completed CTO Place equipment orders Completed CTO Construct Distribution Upgrades Completed CTO Complete CTO Interconnection Facilities Completed CTO Complete construction of Generator Lead Completed Interconnection Customer Install Generator Lead Section Tap Completed CTO Complete Interconnection Customer’s Interconnection Facilities Plant Investment cost shall be established 6/2012 Interconnection Customer Complete installation of Engine #5 6/2012 Interconnection Customer Upgrade and commission RTU Completed CTO Install new revenue metering Completed CTO Relay settings & commissioning at Distribution Upgrade sites 6/2012 CTO Relay settings, final checkout & commissioning of Engine #5; CTO verification 7/2012 CTO Engine #5 In-Service Date 7/30/2012 Complete installation of Engine #6 1/2013 Interconnection Customer Relay settings, final checkout & commissioning of Engine #6; CTO 2/2013 Attachment 5 - Additional Operating Requirements for the New York State Transmission System, the Distribution System and Affected Systems Needed to Support the Interconnection Customer’s Needs The NYISO, in writing by the Connecting Transmission Owner no later than 90 days following commercial operation. The Annual Transmission On-Going Charge Factor shall be calculated annually each July based on the Connecting Transmission Owner’s most recent FERC Form 1 data and will equal the sum of the Revenue Requirement Components as identified in O&M Attachment 1 divided by the Total Gross Plant of the Connecting Transmission Owner. Total Gross Plant shall equal the sum of Item Nos. A (1)(a)(b)(c) in O&M Attachment 1. Option 2: Annual Actual O&M Expenses The Developer shall pay for all actual O&M Expenses incurred by consultation with the Connecting Transmission Owner, which expenses shall also provide requirements that must be billed met by the Connecting Interconnection Customer prior to initiating parallel operation with the New York State Transmission Owner quarterly System or the Distribution System. The Interconnection Customer must comply with all applicable NYISO tariffs and procedures, as accumulated during the quarter for which they were incurred. All payments due amended from time to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner, which invoice shall be issued after the end of each quarter for the most recent quarter. Selection by Developer The Developer shall select which option for paying such O&M Expenses by providing written notice to the Connecting Transmission Owner within thirty (30) days after the Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost and the most recent Annual Transmission Ongoing Charge Factor have been provided to the Developer. If the Developer fails to provide timely notice to the Connecting Transmission Owner of the option selected, the Developer will be deemed to have selected Option 2: Annual Actual O&M Expenses. Capitalized terms used in this calculation will have the following definitions:time.

Operating and Maintenance Expenses. In accordance with Article 10.5 of this Agreement, the Developer shall be responsible for all reasonable expenses associated with the operation, maintenance, repair and replacement of the Connecting Transmission Owner’s Attachment FacilitiesFacilities at the Roaring Brook Wind Collector Substation, as such facilities are detailed in this Appendix A (“O&M Expenses”). The Developer shall have the option to pay such O&M Expenses either under the procedure described in Option 1 or in Option 2 below. Option 1: Fixed On-Going Charge Payment: The Connecting Transmission Owner will invoice and Developer shall pay an annual payment to the Connecting Transmission Owner equal to the product of the Gross Plant Investment associated with the Connecting Transmission Owner Interconnection Facility Attachment Facilities and the Annual Transmission Ongoing Charge Factor, for the term of this Interconnection Agreement. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner. The Project’s Gross Connecting Transmission Owner’s Interconnection Attachment Facilities Gross Plant Investment cost shall be established in writing by the Connecting Transmission Owner no later than 90 days following commercial operation. For purposes of his Agreement, Gross Plant Investment shall mean the investment from the plant account records SERVICE AGREEMENT NO. 2593 associated with the Connecting Transmission Owner’s Attachment Facilities for the Large Generating Facility. The Annual Transmission On-Going Charge Factor shall be calculated annually each July based on the Connecting Transmission Owner’s most recent FERC Form 1 data and will equal the sum of the Revenue Requirement Components as identified in O&M Attachment 1 divided by the Total Gross Plant of the Connecting Transmission Owner. Total Gross Plant shall equal the sum of Item Nos. A (1)(a)(b)(c) in O&M Attachment 1. Option 2: Annual Quarterly Actual O&M Expenses The Developer shall pay for all actual O&M Expenses incurred by the Connecting Transmission Owner, which expenses shall be billed by the Connecting Transmission Owner quarterly as accumulated during the quarter for which they were incurred. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner, which invoice shall be issued after the end of each quarter for the most recent quarter. Selection by Developer The Developer shall select which option for paying such O&M Expenses by providing written notice to the Connecting Transmission Owner within thirty (30) days after the Gross Connecting Transmission Owner’s Interconnection Attachment Facilities Gross Plant Investment cost and the most recent Annual Transmission Ongoing Charge Factor have been provided to the Developer. If the Developer fails to provide timely notice to the Connecting Transmission Owner of the option selected, the Developer will be deemed to have selected Option 2: Annual Quarterly Actual O&M Expenses. SERVICE AGREEMENT NO. 2593 Capitalized terms used in this calculation will have the following definitions:

Operating and Maintenance Expenses. In accordance with Article 10.5 of this Agreement, the Developer shall be responsible for all reasonable expenses associated with the operation, maintenance, repair and replacement of the Connecting Transmission Owner’s Attachment Facilities, as such facilities are detailed in this Appendix A (“O&M Expenses”). SERVICE AGREEMENT NO. 2356 The Developer shall have the option to pay such O&M Expenses either under the procedure described in Option 1 or in Option 2 below. Option 1: Fixed On-Going Charge Payment: The Connecting Transmission Owner will invoice and Developer shall pay an annual payment to the Connecting Transmission Owner equal to the product of the Gross Plant Investment associated with the Connecting Transmission Owner Interconnection Facility and the Annual Transmission Ongoing Charge Factor, for the term of this Interconnection Agreement. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner. The Project’s Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost shall be established in writing by the Connecting Transmission Owner no later than 90 days following commercial operation. The Annual Transmission On-Going Charge Factor shall be calculated annually each July based on the Connecting Transmission Owner’s most recent FERC Form 1 data and will equal the sum of the Revenue Requirement Components as identified in O&M Attachment 1 divided by the Total Gross Plant of the Connecting Transmission Owner. Total Gross Plant shall equal the sum of Item Nos. A A (1)(a)(b)(c1) (a)(b)(c) in O&M Attachment 1. Option 2: Annual Actual O&M Expenses The Developer shall pay for all actual O&M Expenses incurred by the Connecting Transmission Owner, which expenses shall be billed by the Connecting Transmission Owner quarterly as accumulated during the quarter for which they were incurred. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner, which invoice shall be issued after the end of each quarter for the most recent quarter. Selection by Developer The Developer shall select which option for paying such O&M Expenses by providing written notice to the Connecting Transmission Owner within thirty (30) days after the Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost and the most recent Annual Transmission Ongoing Charge Factor have been provided to the Developer. If the Developer fails to provide timely notice to the Connecting Transmission Owner of the option selected, the Developer will be deemed to have selected Option 2: Annual Actual O&M Expenses. SERVICE AGREEMENT NO. 2356 Capitalized terms used in this calculation will have the following definitions:

Operating and Maintenance Expenses. In accordance with Article 10.5 of this Agreement, the Developer shall be responsible for all reasonable expenses associated with the operation, maintenance, repair and replacement of the Connecting Transmission Owner’s Attachment Facilities, as such facilities are detailed in this Appendix A (“O&M Expenses”). The Developer shall have the option to pay such O&M Expenses either under the procedure described in Option 1 or in Option 2 below. Option 1: Fixed On-Going Charge Payment: The Connecting Transmission Owner will invoice and Developer shall pay an annual payment to the Connecting Transmission Owner equal to the product of the Gross Plant Investment associated with the Connecting Transmission Owner Interconnection Facility and the Annual Transmission Ongoing Charge Factor, for the term of this Interconnection Agreement. SERVICE AGREEMENT NO. 2356 All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner. The Project’s Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost shall be established in writing by the Connecting Transmission Owner no later than 90 days following commercial operation. The Annual Transmission On-Going Charge Factor shall be calculated annually each July based on the Connecting Transmission Owner’s most recent FERC Form 1 data and will equal the sum of the Revenue Requirement Components as identified in O&M Attachment 1 divided by the Total Gross Plant of the Connecting Transmission Owner. Total Gross Plant shall equal the sum of Item Nos. A (1)(a)(b)(c) in O&M Attachment 1. Option 2: Annual Actual O&M Expenses The Developer shall pay for all actual O&M Expenses incurred by the Connecting Transmission Owner, which expenses shall be billed by the Connecting Transmission Owner quarterly as accumulated during the quarter for which they were incurred. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner, which invoice shall be issued after the end of each quarter for the most recent quarter. Selection by Developer The Developer shall select which option for paying such O&M Expenses by providing written notice to the Connecting Transmission Owner within thirty (30) days after the Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost and the most recent Annual Transmission Ongoing Charge Factor have been provided to the Developer. If the Developer fails to provide timely notice to the Connecting Transmission Owner of the option selected, the Developer will be deemed to have selected Option 2: Annual Actual O&M Expenses. SERVICE AGREEMENT NO. 2356 Capitalized terms used in this calculation will have the following definitions:

Operating and Maintenance Expenses. In accordance with Article 10.5 of this Agreement, the Developer shall be responsible for all reasonable expenses associated with the operation, maintenance, repair and replacement of the Connecting Transmission Owner’s Attachment Facilities, as such facilities are detailed in this Appendix A (“O&M Expenses”). The Developer shall have the option to pay such O&M Expenses either under the procedure described in Option 1 or in Option 2 below. Option 1: Fixed On-Going Charge Payment: The Connecting Transmission Owner will invoice and Developer shall pay an annual payment to the Connecting Transmission Owner equal to the product of the Gross Plant Investment associated with the Connecting Transmission Owner Interconnection Facility and the Annual Transmission Ongoing Charge Factor, for the term of this Interconnection Agreement. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner. The Project’s Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost shall be established in writing by the Connecting Transmission Owner no later than 90 days following commercial operation. The Annual Transmission On-Going Charge Factor shall be calculated annually each July based on the Connecting Transmission Owner’s most recent FERC Form 1 data and will equal the sum of the Revenue Requirement Components as identified in O&M Attachment 1 divided by the Total Gross Plant of the Connecting Transmission Owner. Total Gross Plant shall equal the sum of Item Nos. A A (1)(a)(b)(c1) (a)(b)(c) in O&M Attachment 1. . A-13 SERVICE AGREEMENT NO. 2473 Option 2: Annual Actual O&M Expenses The Developer shall pay for all actual O&M Expenses incurred by the Connecting Transmission Owner, which expenses shall be billed by the Connecting Transmission Owner quarterly as accumulated during the quarter for which they were incurred. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner, which invoice shall be issued after the end of each quarter for the most recent quarter. Selection by Developer The Developer shall select which option for paying such O&M Expenses by providing written notice to the Connecting Transmission Owner within thirty (30) days after the Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost and the most recent Annual Transmission Ongoing Charge Factor have been provided to the Developer. If the Developer fails to provide timely notice to the Connecting Transmission Owner of the option selected, the Developer will be deemed to have selected Option 2: Annual Actual O&M Expenses. SERVICE AGREEMENT NO. 2473 Capitalized terms used in this calculation will have the following definitions:

Operating and Maintenance Expenses. In accordance with Article 10.5 of this Agreement, the Developer shall be responsible for all reasonable expenses associated with the operation, maintenance, repair and replacement of the Connecting Transmission Owner’s Attachment Facilities, as such facilities are detailed in this Appendix A (“O&M Expenses”). The Developer shall have the option to pay such O&M Expenses either under the procedure described in Option 1 or in Option 2 below. Option 1: Fixed On-Going Charge Payment: The Connecting Transmission Owner will invoice and Developer shall pay an annual payment to the Connecting Transmission Owner equal to the product of the Gross Plant Investment associated with the Connecting Transmission Owner Interconnection Facility and the Annual Transmission Ongoing Charge Factor, for the term of this Interconnection Agreement. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner. The Project’s Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost shall be established in writing by the Connecting Transmission Owner no later than 90 days following commercial operation. The Annual Transmission On-Going Charge Factor shall be calculated annually each July based on the Connecting Transmission Owner’s most recent FERC Form 1 data and will equal the sum of the Revenue Requirement Components as identified in O&M Attachment 1 divided by the Total Gross Plant of the SERVICE AGREEMENT NO. 2341 Connecting Transmission Owner. Total Gross Plant shall equal the sum of Item Nos. A (1)(a)(b)(c) in O&M Attachment 1. Option 2: Annual Actual O&M Expenses The Developer shall pay for all actual O&M Expenses incurred by the Connecting Transmission Owner, which expenses shall be billed by the Connecting Transmission Owner quarterly as accumulated during the quarter for which they were incurred. All payments due to be made by the Developer shall be made within thirty (30) days after receiving an invoice from the Connecting Transmission Owner, which invoice shall be issued after the end of each quarter for the most recent quarter. Selection by Developer The Developer shall select which option for paying such O&M Expenses by providing written notice to the Connecting Transmission Owner within thirty (30) days after the Gross Connecting Transmission Owner’s Interconnection Facilities Plant Investment cost and the most recent Annual Transmission Ongoing Charge Factor have been provided to the Developer. If the Developer fails to provide timely notice to the Connecting Transmission Owner of the option selected, the Developer will be deemed to have selected Option 2: Annual Actual O&M Expenses. SERVICE AGREEMENT NO. 2341 Capitalized terms used in this calculation will have the following definitions: