Common use of Representations and Covenants Clause in Contracts

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owner for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TOConnecting Transmission Owner’s request, the Interconnection Customer Developer shall provide the Participating TO Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Connecting Transmission Owner represents and covenants that the cost of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridTransmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Transmission Provider for the Participating TOTransmission Provider's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TOTransmission Provider's Interconnection Facilities that is a “"dual-use intertie,” " within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “"de minimis amount” " means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “"5 percent test” " set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s Transmission Provider's request, the Interconnection Customer shall provide the Participating TO Transmission Provider with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Transmission Provider represents and covenants that the cost of the Participating TOTransmission Provider's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 20012016-82 and IRS Notice 88-12936, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridTransmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Transmission Owner for the Participating TO's Transmission Owner’s Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Transmission Owner’s Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 882016-12936, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 1292016-36. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TOTransmission Owner’s request, the Interconnection Customer shall provide the Participating TO Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above, with a copy to Transmission Provider. The Participating TO Transmission Owner represents and covenants that the cost of the Participating TO's Transmission Owner’s Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “"dual-use intertie,” " within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “"de minimis amount” " means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “"5 percent test” " set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined. Indemnification for the Cost Consequence of Current Tax Liability Imposed Upon the Participating TO. Notwithstanding Article 5.17.1, the Interconnection Customer shall protect, indemnify and hold harmless the Participating TO from the cost consequences of any current tax liability imposed against the Participating TO as the result of payments or property transfers made by the Interconnection Customer to the Participating TO under this LGIA for Interconnection Facilities, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by the Participating TO. The Participating TO shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges the Interconnection Customer under this LGIA unless (i) the Participating TO has determined, in good faith, that the payments or property transfers made by the Interconnection Customer to the Participating TO should be reported as income subject to taxation or (ii) any Governmental Authority directs the Participating TO to report payments or property as income subject to taxation; provided, however, that the Participating TO may require the Interconnection Customer to provide security for Interconnection Facilities, in a form reasonably acceptable to the Participating TO (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.17. The Interconnection Customer shall reimburse the Participating TO for such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from the Participating TO of the amount due, including detail about how the amount was calculated. The indemnification obligation shall terminate at the earlier of (1) the expiration of the ten year testing period and the applicable statute of limitation, as it may be extended by the Participating TO upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-88- 129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “"dual-use intertie,” " within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “"de minimis amount” " means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “"5 percent test” " set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Transmission Owner for the Participating TO's Interconnection Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-straight- line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable nontaxable treatment. At the Participating TOTransmission Owner’s request, the Interconnection Customer shall provide the Participating TO Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Transmission Owner represents and covenants that the cost of the Participating TO's Interconnection Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO ISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Transmission Owner for the Participating TO's Interconnection Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable nontaxable treatment. At the Participating TOTransmission Owner’s request, the Interconnection Customer shall provide the Participating TO Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Transmission Owner represents and covenants that the cost of the Participating TO's Interconnection Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owner for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-non- taxable treatment. At the Participating TOConnecting Transmission Owner’s request, the Interconnection Customer Developer shall provide the Participating TO Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Connecting Transmission Owner represents and covenants that the cost of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “"dual-use intertie,” " within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “"de minimis amount” " means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “"5 percent test” " set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer as applicable to this Transmission Project, Developer represents and covenants that (i) ownership of the electricity generated at transmitted on the Large Generating Facility Transmission Project will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owner for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis deminimis amount of electricity in the direction of the Large Generating FacilityTransmission Project. For this purpose, “de minimis deminimis amount” means no more than 5 five percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TOConnecting Transmission Owner’s request, the Interconnection Customer Developer shall provide the Participating TO Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Connecting Transmission Owner represents and covenants that the cost of the Participating TO's Interconnection Connecting Transmission -16 SERVICE AGREEMENT NO. 2217 Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer as applicable to this Transmission Project, Developer represents and covenants that (i) ownership of the electricity generated at transmitted on the Large Generating Facility Transmission Project will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owner for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis deminimis amount of electricity in the direction of the Large Generating FacilityTransmission Project. For this purpose, “de minimis deminimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TOConnecting Transmission Owner’s request, the Interconnection Customer Developer shall provide the Participating TO Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Connecting Transmission Owner represents and covenants that the cost of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridTransmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Transmission Provider for the Participating TOTransmission Provider's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TOTransmission Provider's Interconnection Facilities that is a “"dual-use intertie,” " within the meaning of IRS Notice 88-88- 129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “"de minimis amount” " means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “"5 percent test” " set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s Transmission Provider's request, the Interconnection Customer shall provide the Participating TO Transmission Provider with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Transmission Provider represents and covenants that the cost of the Participating TOTransmission Provider's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owners for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-non- taxable treatment. At the Participating TO’s requestrequest of either Connecting Transmission Owner, the Interconnection Customer Developer shall provide the Participating TO requesting Connecting Transmission Owner with a report from an independent SERVICE AGREEMENT NO. 1757 engineer confirming its representation in clause (iii), above. The Participating TO represents Connecting Transmission Owners represent and covenants covenant that the cost of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridDistribution System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Distribution Provider for the Participating TO's Distribution Provider’s Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Distribution Provider’s Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TODistribution Provider’s request, the Interconnection Customer shall provide the Participating TO Distribution Provider with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Distribution Provider represents and covenants that the cost of the Participating TO's Distribution Provider’s Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridTransmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Transmission Owner for the Participating TO's Transmission Owner’s Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TOTransmission Owner's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, Original Sheet No. 28 calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TOTransmission Owner’s request, the Interconnection Customer shall provide the Participating TO Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above, with a copy to Transmission Provider. The Participating TO Transmission Owner represents and covenants that the cost of the Participating TO's Transmission Owner’s Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-2001- 82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO ISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-88- 129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owners for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s requestrequest of either Connecting Transmission Owner, the Interconnection Customer Developer shall provide the Participating TO requesting Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents Connecting Transmission Owners represent and covenants covenant that the cost of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-2001- 82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, Distribution System; (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Distribution Provider for the Participating TO's Distribution Provider’s Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, ; and (iii) any portion of the Participating TO's Distribution Provider’s Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis minimus amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TODistribution Provider’s request, the Interconnection Customer shall provide the Participating TO Distribution Provider with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Distribution Provider represents and covenants that the cost of the Participating TO's Distribution Provider’s Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer as applicable to this Transmission Project, Developer represents and covenants that (i) ownership of the electricity generated at transmitted on the Large Generating Facility Transmission Project will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owner for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis deminimis amount of electricity in the direction of the Large Generating FacilityTransmission Project. For this purpose, “de minimis deminimis amount” means no more than 5 five percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TOConnecting Transmission Owner’s request, the Interconnection Customer Developer shall provide the Participating TO Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Connecting Transmission Owner represents and covenants that the cost of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owner for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis deminimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-non- taxable treatment. At the Participating TOConnecting Transmission Owner’s request, the Interconnection Customer Developer shall provide the Participating TO Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Connecting Transmission Owner represents and covenants that the cost of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owners for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-non- taxable treatment. At the Participating TO’s requestrequest of either Connecting Transmission Owner, the Interconnection Customer Developer shall provide the Participating TO requesting Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents Connecting Transmission Owners represent and covenants covenant that the cost of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-2001- 82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-88- 129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridDistribution System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Distribution Provider for the Participating TO's Distribution Provider’s Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Distribution Provider’s Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. treatment.‌ At the Participating TODistribution Provider’s request, the Interconnection Customer shall provide the Participating TO Distribution Provider with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Distribution Provider represents and covenants that the cost of the Participating TO's Distribution Provider’s Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridNew York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Connecting Transmission Owner for the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities will be capitalized by the Interconnection Customer Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities that is a “dual-dual- use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TOConnecting Transmission Owner’s request, the Interconnection Customer Developer shall provide the Participating TO Connecting Transmission Owner with a report from an independent engineer confirming its representation in SERVICE AGREEMENT NO. 2629 clause (iii), above. The Participating TO Connecting Transmission Owner represents and covenants that the cost of the Participating TO's Interconnection Connecting Transmission Owner’s Attachment Facilities paid for by the Interconnection Customer without the possibility of refund or credit Developer will have no net effect on the base upon which rates are determined.

Representations and Covenants. In accordance with IRS Notice 2001-2001- 82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled GridTransmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO Transmission Provider for the Participating TOTransmission Provider's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TOTransmission Provider's Interconnection Facilities that is a “"dual-use intertie,” " within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “"de minimis amount” " means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “"5 percent test” " set forth in IRS Notice 88- 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s Transmission Provider's request, the Interconnection Customer shall provide the Participating TO Transmission Provider with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO Transmission Provider represents and covenants that the cost of the Participating TOTransmission Provider's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.