Common use of Representations and Covenants Clause in Contracts

Representations and Covenants. In accordance with IRS Notice 2001-82 and IRS Notice 88-129, 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 New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner for the Transmission Owner's Attachment Facilities will be capitalized by 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 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 88-129. 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 Transmission Owner's request, Developer shall provide Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner represents and covenants that the cost of the Transmission Owner's Attachment Facilities paid for by 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, Developer 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 New York State Transmission Distribution System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner Distribution Provider for the Transmission Owner's Attachment Distribution Provider’s Interconnection Facilities will be capitalized by Developer 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 Transmission Owner's Attachment 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 88-129. 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 Transmission Owner's Distribution Provider’s request, Developer Interconnection Customer shall provide Transmission Owner Distribution Provider with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner Distribution Provider represents and covenants that the cost of the Transmission Owner's Attachment Distribution Provider’s Interconnection Facilities paid for by Developer Interconnection Customer 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, 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 New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner for the Transmission Owner's ’s Attachment Facilities will be capitalized by 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 Transmission Owner's ’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 88-129. 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 Transmission Owner's ’s request, Developer shall provide Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner represents and covenants that the cost of the Transmission Owner's ’s Attachment Facilities paid for by 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, Developer 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 New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner Provider for the Transmission OwnerProvider's Attachment Interconnection Facilities will be capitalized by Developer 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 Transmission OwnerProvider's Attachment 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 Transmission Owner's Provider’s request, Developer Interconnection Customer shall provide Transmission Owner Provider with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner Provider represents and covenants that the cost of the Transmission OwnerProvider's Attachment Interconnection Facilities paid for by Developer Interconnection Customer 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, Transmission 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 New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Transmission Owner's Attachment Network Upgrade Facilities will be capitalized by Transmission 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 Connecting Transmission Owner's Attachment Facilities ’s Network Upgrade Facility 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. SERVICE AGREEMENT NO. 2599 At Connecting Transmission Owner's ’s request, Transmission Developer shall provide Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. Connecting Transmission Owner represents and covenants that the cost of the Transmission Owner's Attachment Network Upgrade Facilities paid for by Transmission 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, 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 New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner for the Transmission Owner's Attachment Facilities will be capitalized by 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 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 88-129. 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 Transmission Owner's request, Developer shall provide Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner represents and covenants that the cost of the Transmission Owner's Attachment Facilities paid for by 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, Developer 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 New York State Transmission Distribution System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner Distribution Provider for the Transmission Owner's Attachment Distribution Provider’s Interconnection Facilities will be capitalized by Developer 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 Transmission Owner's Attachment 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 88-129. 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 Transmission Owner's Distribution Provider’s request, Developer Interconnection Customer shall provide Transmission Owner Distribution Provider with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner Distribution Provider represents and covenants that the cost of the Transmission Owner's Attachment Distribution Provider’s Interconnection Facilities paid for by Developer Interconnection Customer 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, as applicable to the Merchant Transmission Facility, Developer represents and covenants that (i) ownership of the electricity generated at transmitted on the Large Generating Merchant Transmission Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission SystemSystem from the Point of Interconnection, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner's ’s Attachment Facilities will be capitalized by 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 Connecting Transmission Owner's ’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 Merchant Transmission 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 Connecting Transmission Owner's ’s request, Developer shall provide Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. Connecting Transmission Owner represents and covenants that the cost of the Connecting Transmission Owner's ’s Attachment Facilities and System Upgrade Facilities paid for by 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, 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 New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner for the Transmission Owner's ’s Attachment Facilities will be capitalized by Developer 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 Transmission Owner's ’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 88-129. 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 Transmission Owner's ’s request, Developer shall provide Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner represents and covenants that the cost of the Transmission Owner's ’s Attachment Facilities paid for by 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, Developer 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 New York State Transmission Distribution System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner Distribution Provider for the Transmission Owner's Attachment Distribution Provider’s Interconnection Facilities will be capitalized by Developer 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 Transmission Owner's Attachment 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 88-129. 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 Transmission Owner's Distribution Provider’s request, Developer Interconnection Customer shall provide Transmission Owner Distribution Provider with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner Distribution Provider represents and covenants that the cost of the Transmission Owner's Attachment Distribution Provider’s Interconnection Facilities paid for by Developer Interconnection Customer 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, Developer 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 New York State Transmission Distribution System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner Distribution Provider for the Transmission OwnerDistribution Provider's Attachment Interconnection Facilities will be capitalized by Developer 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 Transmission OwnerDistribution Provider's Attachment 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 Transmission OwnerDistribution Provider's request, Developer Interconnection Customer shall provide Transmission Owner Distribution Provider with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner Distribution Provider represents and covenants that the cost of the Transmission OwnerDistribution Provider's Attachment Interconnection Facilities paid for by Developer Interconnection Customer 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, Developer 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 New York State Transmission Distribution System, ; (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner Distribution Provider for the Transmission Owner's Attachment Distribution Provider’s Interconnection Facilities will be capitalized by Developer 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 Transmission Owner's Attachment 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 88-129. 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 Transmission Owner's Distribution Provider’s request, Developer Interconnection Customer shall provide Transmission Owner Distribution Provider with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner Distribution Provider represents and covenants that the cost of the Transmission Owner's Attachment Distribution Provider’s Interconnection Facilities paid for by Developer Interconnection Customer 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, 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 New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Transmission Owner for the Transmission Owner's ’s Attachment Facilities will be capitalized by Developer 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 Transmission Owner's ’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 88-129. 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 Transmission Owner's ’s request, Developer shall provide Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. Transmission Owner represents and covenants that the cost of the Transmission Owner's ’s Attachment Facilities paid for by Developer will have no net effect on the base upon which rates are determined.. Issued by: Xxxxxxx X. Xxxxxxx, President Effective: Issued on: January 20, 2004