Common use of Private Letter Ruling or Change or Clarification of Law Clause in Contracts

Private Letter Ruling or Change or Clarification of Law. At Interconnection Customer’s request and expense, Connecting Transmission Owner shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Interconnection Customer to Connecting Transmission Owner under this Agreement are subject to federal income taxation. Interconnection Customer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Interconnection Customer’s knowledge. Connecting Transmission Owner and Interconnection Customer shall cooperate in good faith with respect to the submission of such request. Connecting Transmission Owner shall keep Interconnection Customer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Interconnection Customer to participate in all discussions with the IRS regarding such request for a private letter ruling. Connecting Transmission Owner shall allow Interconnection Customer to attend all meetings with IRS officials about the request and shall permit Interconnection Customer to prepare the initial drafts of any follow-up letters in connection with the request. Subsequent Taxable Events. If, within 10 years from the date on which the relevant Connecting Transmission Owner Attachment Facilities are placed in service, (i) Interconnection Customer Breaches the covenants contained in Article 5.17.2, (ii) a “disqualification event” occurs within the meaning of IRS Notice 88-129, or (iii) this Agreement terminates and Connecting Transmission Owner retains ownership of the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, the Interconnection Customer shall pay a tax gross-up for the cost consequences of any current tax liability imposed on Connecting Transmission Owner, calculated using the methodology described in Article 5.17.4 and in accordance with IRS Notice 90-60.

Private Letter Ruling or Change or Clarification of Law. At Interconnection CustomerDeveloper’s request and expense, Connecting Transmission Owner shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Interconnection Customer Developer to Connecting Transmission Owner under this Agreement are subject to federal income taxation. Interconnection Customer Developer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Interconnection CustomerDeveloper’s knowledge. Connecting Transmission Owner and Interconnection Customer Developer shall cooperate in good faith with respect to the submission of such request. Connecting Transmission Owner shall keep Interconnection Customer Developer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Interconnection Customer Developer to participate in all discussions with the IRS regarding such request for a private letter ruling. Connecting Transmission Owner shall allow Interconnection Customer Developer to attend all meetings with IRS officials about the request and shall permit Interconnection Customer Developer to prepare the initial drafts of any follow-up letters in connection with the request. Subsequent Taxable Events. If, within 10 years from the date on which the relevant Connecting Transmission Owner Attachment Facilities are placed in service, (i) Interconnection Customer Developer Breaches the covenants contained in Article 5.17.2, (ii) a “disqualification event” occurs within the meaning of IRS Notice 88-129, or (iii) this Agreement terminates and Connecting Transmission Owner retains ownership of the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, the Interconnection Customer Developer shall pay a tax gross-up for the cost consequences of any current tax liability imposed on Connecting Transmission Owner, calculated using the methodology described in Article 5.17.4 and in accordance with IRS Notice 90-60.

Private Letter Ruling or Change or Clarification of Law. At Interconnection CustomerTrAILCo’s request and expense, Connecting Transmission Owner NYSEG shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Interconnection Customer TrAILCo to Connecting Transmission Owner NYSEG under this Agreement are subject to federal income taxation. Interconnection Customer TrAILCo will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Interconnection CustomerTrAILCo’s knowledge. Connecting Transmission Owner NYSEG and Interconnection Customer TrAILCo shall cooperate in good faith with respect to the submission of such request. Connecting Transmission Owner NYSEG shall keep Interconnection Customer TrAILCo fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Interconnection Customer TrAILCo to participate in all discussions with the IRS regarding such request for a private letter ruling. Connecting Transmission Owner NYSEG shall allow Interconnection Customer TrAILCo to attend all meetings with IRS officials about the request and shall permit Interconnection Customer TrAILCo to prepare the initial drafts of any follow-up follow‐up letters in connection with the request. Subsequent Taxable Events. If, within 10 years from the date on which the relevant Connecting Transmission Owner Attachment NYSEG System Upgrade Facilities are placed in service, (i) Interconnection Customer TrAILCo Breaches the covenants contained in Article 5.17.2, (ii) a “disqualification event” occurs within the meaning of IRS Notice 88-1295.12.2, or (iiiii) this Agreement terminates and Connecting Transmission Owner NYSEG retains ownership of the Attachment Facilities and NYSEG System Upgrade Facilities and System Deliverability UpgradesFacilities, the Interconnection Customer TrAILCo shall pay a tax gross-up gross‐up for the cost consequences of any current tax liability imposed on Connecting Transmission OwnerNYSEG, calculated using the methodology described in Article 5.17.4 5.12.4 and in accordance with IRS Notice 90-6090‐60.