Common use of Refund Clause in Contracts

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this AgreementGIA, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §Section 35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Ownerparties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Distribution Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement GIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Distribution Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement GIA is not taxable to Connecting Transmission OwnerDistribution Provider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Distribution Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider pursuant to this AgreementGIA, Connecting Transmission Owner Distribution Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider for such taxes which Connecting Transmission Owner Distribution Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Distribution Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerDistribution Provider, any refund or credit Connecting Transmission Owner Distribution Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Distribution Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Distribution Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Distribution Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Distribution Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Distribution Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Interconnecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Interconnecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under the terms of this Agreement LGIA is not taxable to Connecting Interconnecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Interconnecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner pursuant to this AgreementLGIA, Connecting Interconnecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner for such taxes which Connecting Interconnecting Transmission Owner did not submit to the taxing authority, interest calculated in accordance with the methodology set forth in FERCthe Commission’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Interconnecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Interconnecting Transmission Owner, any refund or credit Connecting Interconnecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Interconnecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Interconnecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Interconnecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Interconnecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Interconnecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Network Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer Interconnection Customer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this AgreementGIA, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts amount paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Distribution Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement GIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Distribution Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement GIA is not taxable to Connecting Transmission OwnerDistribution Provider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:) (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider for such taxes which Connecting Transmission Owner Distribution Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Distribution Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerDistribution Provider, any refund or credit Connecting Transmission Owner Distribution Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Distribution Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Distribution Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Distribution Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Distribution Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Distribution Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner NYSEG which holds that any amount paid or the value of any property transferred by Developer TrAILCo to Connecting Transmission Owner NYSEG under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner NYSEG in good faith that any amount paid or the value of any property transferred by Developer TrAILCo to Connecting Transmission Owner NYSEG under the terms of this Agreement is not taxable to Connecting Transmission OwnerNYSEG, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer TrAILCo to Connecting Transmission Owner NYSEG are not subject to federal income tax, or (d) if Connecting Transmission Owner NYSEG receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer TrAILCo to Connecting Transmission Owner NYSEG pursuant to this Agreement, Connecting Transmission Owner NYSEG shall promptly refund to Developer TrAILCo the following: (i) Any payment made by Developer TrAILCo under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxablenon‐taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer TrAILCo to Connecting Transmission Owner NYSEG for such taxes which Connecting Transmission Owner NYSEG did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §section 35.19a(a)(2)(iii) from the date payment was made by Developer TrAILCo to the date Connecting Transmission Owner NYSEG refunds such payment to DeveloperTrAILCo, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerNYSEG, any refund or credit Connecting Transmission Owner NYSEG receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner NYSEG for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner NYSEG to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner NYSEG will remit such amount promptly to Developer TrAILCo only after and to the extent that Connecting Transmission Owner NYSEG has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment NYSEG System Upgrade Facilities. The intent of this provision is to leave both the Developer TrAILCo and Connecting Transmission OwnerNYSEG, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and NYSEG System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (cb) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (dc) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Network Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (cb) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (dc) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Network Upgrade Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerProvider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Provider pursuant to this AgreementLGIA, Connecting Transmission Owner Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Provider for such taxes which Connecting Transmission Owner Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerProvider, any refund or credit Connecting Transmission Owner Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner NYSEG which holds that any amount paid or the value of any property transferred by Developer TrAILCo to Connecting Transmission Owner NYSEG under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner NYSEG in good faith that any amount paid or the value of any property transferred by Developer TrAILCo to Connecting Transmission Owner NYSEG under the terms of this Agreement is not taxable to Connecting Transmission OwnerNYSEG, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer TrAILCo to Connecting Transmission Owner NYSEG are not subject to federal income tax, or (d) if Connecting Transmission Owner NYSEG receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer TrAILCo to Connecting Transmission Owner NYSEG pursuant to this Agreement, Connecting Transmission Owner NYSEG shall promptly refund to Developer TrAILCo the following: (i) Any payment made by Developer TrAILCo under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxablenon‐taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer TrAILCo to Connecting Transmission Owner NYSEG for such taxes which Connecting Transmission Owner NYSEG did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer TrAILCo to the date Connecting Transmission Owner NYSEG refunds such payment to DeveloperTrAILCo, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerNYSEG, any refund or credit Connecting Transmission Owner NYSEG receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner NYSEG for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner NYSEG to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner NYSEG will remit such amount promptly to Developer TrAILCo only after and to the extent that Connecting Transmission Owner NYSEG has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment NYSEG System Upgrade Facilities. The intent of this provision is to leave both the Developer TrAILCo and Connecting Transmission OwnerNYSEG, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and NYSEG System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer Interconnection Customer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this AgreementGIA, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §Section 35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Ownerparties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.175.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment AttachmentNetwork Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System SystemNetwork Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) : Any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) , Interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer Interconnection Customer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) : Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) , Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer Interconnection Customer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerProvider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Provider pursuant to this AgreementLGIA, Connecting Transmission Owner Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Provider for such taxes which Connecting Transmission Owner Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerProvider, any refund or credit Connecting Transmission Owner Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission OwnerProvider’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (cb) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (dc) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Network Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any -19 SERVICE AGREEMENT NO. 2217 property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment -20 SERVICE AGREEMENT NO. 2217 Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes SERVICE AGREEMENT NO. 2515 are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to either Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to the Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to either Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to the Connecting Transmission Owner under the terms of this Agreement is not taxable to the Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to the Connecting Transmission Owner are not subject to federal income tax, or (d) if the Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to the Connecting Transmission Owner pursuant to this Agreement, the Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to the Connecting Transmission Owner for such taxes which the Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date the Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by the Connecting Transmission Owner, any refund or credit the Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by the Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that the Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that the Connecting Transmission Owner has received a tax refund, credit or offset from any SERVICE AGREEMENT NO. 1757 Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerOwners, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental SERVICE AGREEMENT NO. 2216 Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) : Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) , Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and and (iiiii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s 's Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) : Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) , Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerProvider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Provider pursuant to this AgreementLGIA, Connecting Transmission Owner Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Provider for such taxes which Connecting Transmission Owner Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerProvider, any refund or credit Connecting Transmission Owner Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.11 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Network Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.. SERVICE AGREEMENT NO. 2612

Refund. In the event a final non-appealable decision of the California Public Utilities Commission provides that SoCalGas shall refund, credit, or reimburse Project any pre-payments made hereunder, or portion thereof, for Work done pursuant to this Agreement, SoCalGas shall comply fully with such decision and implement its ruling as appropriately applied to the specific terms of this Agreement. In the event that (a) a private letter ruling from the Internal Revenue Service is issued to Connecting Transmission Owner SoCalGas which holds that any amount paid or the value by Project to SoCalGas as contribution in aid of any property transferred by Developer to Connecting Transmission Owner construction (“CIAC”) under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Project to Connecting Transmission Owner SoCalGas are not subject to federal income tax, or (dc) if Connecting Transmission Owner SoCalGas receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Project to Connecting Transmission Owner SoCalGas pursuant to this Agreement, Connecting Transmission Owner (d) in the event a final non-appealable decision of the California Public Utilities Commission provides that SoCalGas shall refund, credit, or reimburse Project any pre-payments made hereunder, or portion thereof, for CIAC paid pursuant to this Agreement, or (e) if for any other reason any amount paid by Project to SoCalGas as CIAC under the terms of this Agreement is not subject to federal income taxation, SoCalGas shall promptly refund to Developer Project the following: (i) Any payment made by Developer under this Article 5.17 Project for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any Any amounts paid by Developer Project to Connecting Transmission Owner SoCalGas for such taxes which Connecting Transmission Owner SoCalGas did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerSoCalGas, any refund or credit Connecting Transmission Owner SoCalGas receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner SoCalGas will remit such amount promptly to Developer Project only after and to the extent that Connecting Transmission Owner SoCalGas has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent Work, subject of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been madeAgreement.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.11 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Network Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.. SERVICE AGREEMENT NO. 2611

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, andC.F.R. (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.of

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); SERVICE AGREEMENT NO. 2334 provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Company in good faith that any amount paid or the value of any property transferred by Developer Customer to Connecting Transmission Owner Company under the terms of this Agreement is not taxable to Connecting Transmission OwnerCompany, (cb) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Customer to Connecting Transmission Owner Company are not subject to federal Federal income tax, or (dc) if Connecting Transmission Owner Company receives a refund from any taxing authority Governmental Authority for any overpayment of tax attributable to any payment or property transfer made by Developer Customer to Connecting Transmission Owner Company pursuant to this Agreement, Connecting Transmission Owner Company shall promptly refund to Developer Customer the following: (i) Any any payment made by Developer Customer under this Article 5.17 Section 5 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon,; (ii) Interest interest on any amounts paid by Developer Customer to Connecting Transmission Owner Company for such taxes which Connecting Transmission Owner Company did not submit to the taxing authorityGovernmental Authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §§ 35.19a(a)(2)(iii) from the date payment was made by Developer Customer to the date Connecting Transmission Owner Company refunds such payment to Developer, Customer; and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerCompany, any refund or credit Connecting Transmission Owner Company receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Company for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Company to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Company will remit such amount promptly to Developer Customer only after and to the extent that Connecting Transmission Owner Company has received a tax refund, credit credit, or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission OwnerCompany’s Attachment FacilitiesProject. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades the Project hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax 28 Service Agreement No. 1702 attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Affected System Operator which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Affected System Operator under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Affected System Operator in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Affected System Operator under the terms of this Agreement is not taxable to Connecting Transmission OwnerAffected System Operator, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner Affected System Operator are not subject to federal income tax, or (d) if Connecting Transmission Owner Affected System Operator receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner Affected System Operator pursuant to this Agreement, Connecting Transmission Owner Affected System Operator shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 3.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner Affected System Operator for such taxes which Connecting Transmission Owner Affected System Operator did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner Affected System Operator refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, Affected System Operator any refund or credit Connecting Transmission Owner Affected System Operator receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Affected System Operator for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Affected System Operator to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Affected System Operator will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner Affected System Operator has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Affected System Upgrade Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerAffected System Operator, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and Affected System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.made.‌

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any anyany legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (ccb) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (ddc) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.175.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment AttachmentNetwork Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System SystemNetwork Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (cb) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (dc) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission SERVICE AGREEMENT NO. 2654 Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Network Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner NYSEG which holds that any amount paid or the value of any property transferred by Developer TrAILCo to Connecting Transmission Owner NYSEG under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner NYSEG in good faith that any amount paid or the value of any property transferred by Developer TrAILCo to Connecting Transmission Owner NYSEG under the terms of this Agreement is not taxable to Connecting Transmission OwnerNYSEG, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer TrAILCo to Connecting Transmission Owner NYSEG are not subject to federal income tax, or (d) if Connecting Transmission Owner NYSEG receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer TrAILCo to Connecting Transmission Owner NYSEG pursuant to this Agreement, Connecting Transmission Owner NYSEG shall promptly refund to Developer TrAILCo the following: (i) Any payment made by Developer TrAILCo under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxablenon‐taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer TrAILCo to Connecting Transmission Owner NYSEG for such taxes which Connecting Transmission Owner NYSEG did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §section 35.19a(a)(2)(iii) from the date payment was made by Developer TrAILCo to the date Connecting Transmission Owner NYSEG refunds such payment to DeveloperTrAILCo, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerNYSEG, any refund or credit Connecting Transmission Owner NYSEG receives or to which it may be entitled from any Governmental Authority, interest (or that SERVICE AGREEMENT NO. 2257 portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner NYSEG for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner NYSEG to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner NYSEG will remit such amount promptly to Developer TrAILCo only after and to the extent that Connecting Transmission Owner NYSEG has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment NYSEG System Upgrade Facilities. The intent of this provision is to leave both the Developer TrAILCo and Connecting Transmission OwnerNYSEG, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and NYSEG System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerProvider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Provider pursuant to this AgreementLGIA, Connecting Transmission Owner Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Provider for such taxes which Connecting Transmission Owner Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerProvider, any refund or credit Connecting Transmission Owner Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunderxxxxxxxxx, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Interconnecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Interconnecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under the terms of this Agreement LGIA is not taxable to Connecting Interconnecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:, (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner for such taxes which Connecting Interconnecting Transmission Owner did not submit to the taxing authority, interest calculated in accordance with the methodology set forth in FERCthe Commission’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Interconnecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Interconnecting Transmission Owner, any refund or credit Connecting Interconnecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Interconnecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Interconnecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Interconnecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Interconnecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Interconnecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Affected System Operator which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Affected System Operator under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Affected System Operator in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Affected System Operator under the terms of this Agreement is not taxable to Connecting Transmission OwnerAffected System Operator, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner Affected System Operator are not subject to federal income tax, or (d) if Connecting Transmission Owner Affected System Operator receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner Affected System Operator pursuant to this Agreement, Connecting Transmission Owner Affected System Operator shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 3.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner Affected System Operator for such taxes which Connecting Transmission Owner Affected System Operator did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner Affected System Operator refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, Affected System Operator any refund or credit Connecting Transmission Owner Affected System Operator receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Affected System Operator for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Affected System Operator to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Affected System Operator will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner Affected System Operator has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. Affected System Upgrade Facilities.‌ The intent of this provision is to leave both the Developer and Connecting Transmission OwnerAffected System Operator, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and Affected System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerProvider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Provider pursuant to this AgreementLGIA, Connecting Transmission Owner Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts amount paid by Developer Interconnection Customer to Connecting Transmission Owner Provider for such taxes which Connecting Transmission Owner Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerProvider, any refund or credit Connecting Transmission Owner Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Provider to any Governmental Authority resulting from an offset or credit); as provided, however, that Connecting Transmission Owner Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission OwnerProvider’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.. Arizona Public Service Company APS Contract No. 52023 LGIA (Large Generator Interconnection Agreement)

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Customers to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:good (i) Any any payment made by Developer Customers under this Article 5.17 3.3 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts amount paid by Developer Customers to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Customers to the date Connecting Transmission Owner refunds such payment to DeveloperCustomers, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Customers only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment FacilitiesNetwork Upgrades . The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System the Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to either Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to the Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to either Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to the Connecting Transmission Owner under the terms of this Agreement is not taxable to the Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to the Connecting Transmission Owner are not subject to federal income tax, or (d) if the Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to the Connecting Transmission Owner pursuant to this Agreement, the Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to the Connecting Transmission Owner for such taxes which the Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date the Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by the Connecting Transmission Owner, any refund or credit the Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by the Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that the Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that the Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerOwners, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement LGIA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this AgreementLGIA, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §Section 35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Ownerparties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or Original Sheet No. 31 the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement LGIA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this AgreementLGIA, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §Section 35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Ownerparties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner the Participating TODistribution Provider which holds that any amount paid or the value of any property transferred by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TODistribution Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner the Participating TODistribution Provider in good faith that any amount paid or the value of any property transferred by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TODistribution Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission Ownerthe Participating TODistribution Provider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TODistribution Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner the Participating TODistribution Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TODistribution Provider pursuant to this AgreementLGIA, Connecting Transmission Owner the Participating TODistribution Provider shall promptly refund to Developer the Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TODistribution Provider for such taxes which Connecting Transmission Owner the Participating TODistribution Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. C.F.R.CFR §35.19a(a)(2)(iii) from the date payment was made by Developer the Interconnection Customer to the date Connecting Transmission Owner the Participating TODistribution Provider refunds such payment to Developerthe Interconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission Ownerthe Participating TODistribution Provider, any refund or credit Connecting Transmission Owner the Participating TODistribution Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Participating TODistribution Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner the Participating TODistribution Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner the Participating TODistribution Provider will remit such amount promptly to Developer the Interconnection Customer only after and to the extent that Connecting Transmission Owner the Participating TODistribution Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Participating TO'sDistribution Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on On any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii35.19a(a)(2)(ii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and Issued by: Xxxxxxx X. Xxxxxxx, President Effective: August 6, 2004 Issued on: October 5, 2004 Filed to comply with order of the Federal Energy Regulatory Commission, Docket No. ER04-449-000, -001 and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerProvider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Provider pursuant to this AgreementLGIA, Connecting Transmission Owner Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Provider for such taxes which Connecting Transmission Owner Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iiiCFR § 35.19a (a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerProvider, any refund or credit Connecting Transmission Owner Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting SERVICE AGREEMENT NO. 2629 Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value va xxx of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable attrib utable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on On any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii35.19a(a)(2)(ii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, andand Issued by: Xxxxxxx X. Xxxxxxx, President Effective: Issued on: April 26, 2004 Filed to comply with Order No. 2003 of the Federal Energy Regulatory Commission, Docket No. RM02-1-000, issued July 24, 2003, 104 FERC ¶ 61,103 (2003). (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Company which holds that any amount paid or the value of any property transferred by Developer Customer to Connecting Transmission Owner Company under the terms of this Agreement is not subject to federal Federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Company in good faith that any amount paid or the value of any property transferred by Developer Customer to Connecting Transmission Owner Company under the terms of this Agreement is not taxable to Connecting Transmission OwnerCompany, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Customer to Connecting Transmission Owner Company are not subject to federal Federal income tax, or (d) if Connecting Transmission Owner Company receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Customer to Connecting Transmission Owner Company pursuant to this Agreement, Connecting Transmission Owner Company shall promptly refund to Developer Customer the following: (i) Any any payment made by Developer Customer under this Article 5.17 Section 5 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon,; (ii) Interest interest on any amounts paid by Developer Customer to Connecting Transmission Owner Company for such taxes which Connecting Transmission Owner Company did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §§ 35.19a(a)(2)(iii) from the date payment was made by Developer Customer to the date Connecting Transmission Owner Company refunds such payment to Developer, Customer; and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerCompany, any refund or credit Connecting Transmission Owner Company receives or to which it may be entitled from any Governmental Authoritygovernmental authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Company for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Company to any Governmental Authority governmental authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Company will remit such amount promptly to Developer Customer only after and to the extent that Connecting Transmission Owner Company has received a tax refund, credit credit, or offset from any Governmental Authority governmental authority for any applicable overpayment of income tax related to the Connecting Transmission OwnerCompany’s Attachment FacilitiesProject. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades the Project hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.11 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Network Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In nI the event that (a) a a)a private letter ruling is issued to Connecting Transmission Owner which tCoompanyhichw holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under bCyustomerto Companyunder the terms of this ofthis Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner clCeaormtopany in good faith that any amount paid or the value of any property transferred by Developer bCyustomer to Connecting Transmission Owner under Companyunder the terms of this Agreement is not taxable to Connecting Transmission OwnertCoompany, (c) any c)any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are madCeubsytomerto Companyare not subject to federal income tax, or (d) )if Connecting Transmission Owner receives Companyreceives a refund reundf from any taxing authority for any overpayment of tax oftax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant paymentCbuystomerto Companypursuant to this AgreementAgreementC, Connecting Transmission Owner shall ompanyshall promptly refund to Developer the toCustomerthe following: (i) Any any payment made by Developer under this Article 5.17 bCyustomerunder thisSection 5 for taxes that is attributable to the amount determined to be nonn-taxabletoanxable, together with iwth interest thereon,; (ii) Interest interest on any amounts paid by Developer to Connecting Transmission Owner for bCyustomerto Companyfor such taxes which Connecting Transmission Owner Company did not submit to the taxing authority, calculated in accordance with iwth the methodology set forth in FERC’s EFRC's regulations at 18 C.F.R. §35.19a(a)(2)(iii) from C.RF .§ 35.19a(a2iii)from the date payment was made by Developer to byCustomerto the date Connecting Transmission Owner refunds dateCompanyrefunds such payment to Developer, and (iiitCo ustome;r and i( ii) With ith respect to any such taxes paid by Connecting Transmission OwnerbCyompany, any refund or credit Connecting Transmission Owner creditCompany receives or to which hwich it may be entitled from any Governmental Authoritygovernmental authority, interest (or o( r that portion thereof attributable to the payment described in clause (i), ,) above) owed to the Connecting Transmission Owner Company for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Company to any Governmental Authority governmental authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Company will remit such amount promptly to Developer Customer only after and to the extent that Connecting Transmission Owner Company has received a tax refund, credit or offset from any Governmental Authority governmental authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment FacilitiesCompany P¶ rojVect. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades the Project hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerProvider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:Interconnection Customer to (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Provider for such taxes which Connecting Transmission Owner Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerProvider, any refund or credit Connecting Transmission Owner Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission OwnerProvider’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Customers to Connecting Transmission Owner under the terms of this Agreement agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Customers to Connecting Transmission Owner under the terms of this Agreement agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Customers to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Customers to Connecting Transmission Owner pursuant to this Agreementagreement, Connecting Transmission Owner shall promptly refund to Developer Customers the following: (i) Any any payment made by Developer Customers under this Article 5.17 3.3 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts amount paid by Developer Customers to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Customers to the date Connecting Transmission Owner refunds such payment to DeveloperCustomers, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Customers only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System the Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner NYSEG which holds that any amount paid or the value of any property transferred by Developer TrAILCo to Connecting Transmission Owner NYSEG under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner NYSEG in good faith that any amount paid or the value of any property transferred by Developer TrAILCo to Connecting Transmission Owner NYSEG under the terms of this Agreement is not taxable to Connecting Transmission OwnerNYSEG, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer TrAILCo to Connecting Transmission Owner NYSEG are not subject to federal income tax, or (d) if Connecting Transmission Owner NYSEG receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer TrAILCo to Connecting Transmission Owner NYSEG pursuant to this Agreement, Connecting Transmission Owner NYSEG shall promptly refund to Developer TrAILCo the following: (i) Any payment made by Developer TrAILCo under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxablenon‐taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer TrAILCo to Connecting Transmission Owner NYSEG for such taxes which Connecting Transmission Owner NYSEG did not submit to the taxing authority, calculated in accordance with the methodology SERVICE AGREEMENT NO. 2232 set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer TrAILCo to the date Connecting Transmission Owner NYSEG refunds such payment to DeveloperTrAILCo, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerNYSEG, any refund or credit Connecting Transmission Owner NYSEG receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner NYSEG for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner NYSEG to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner NYSEG will remit such amount promptly to Developer TrAILCo only after and to the extent that Connecting Transmission Owner NYSEG has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment NYSEG System Upgrade Facilities. The intent of this provision is to leave both the Developer TrAILCo and Connecting Transmission OwnerNYSEG, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and NYSEG System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:Owner (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and and (iiiii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s 's Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:, (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.. Issued by: Xxxxxx X. Xxxxxxxx, Dir. Reg. Affairs Effective: April 2, 2008 Issued on: April 23, 2008 New York Independent System Operator, Inc. FERC Electric Tariff, Original Volume No. 1 Original Sheet No. 34 Service Agreement No. 1311

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Con Edison which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Con Edison under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Con Xxxxxx in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Con Xxxxxx under the terms of this Agreement is not taxable to Connecting Transmission OwnerCon Edison, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner Con Edison are not subject to federal income tax, or (d) if Connecting Transmission Owner Xxx Xxxxxx receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner Con Edison pursuant to this Agreement, Connecting Transmission Owner Con Xxxxxx shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner Con Edison for such taxes which Connecting Transmission Owner Con Edison did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner Con Edison refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerCon Xxxxxx, any refund or credit Connecting Transmission Owner Con Xxxxxx receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Con Edison for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Con Edison to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Con Xxxxxx will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner Xxx Xxxxxx has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission OwnerCon Xxxxxx’s Attachment FacilitiesUpgrades. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerCon Xxxxxx, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.175.11 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment AttachmentNetwork Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System SystemNetwork Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Distribution Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement GIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Distribution Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement GIA is not taxable to Connecting Transmission OwnerDistribution Provider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Distribution Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider pursuant to this AgreementGIA, Connecting Transmission Owner Distribution Provider shall promptly refund to Developer Interconnection Customer the following:following:‌ (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider for such taxes which Connecting Transmission Owner Distribution Provider did not submit to the taxing authority, calculated in accordance with using an interest rate equal to one-twelfth of the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iiiFederal Reserve three-month Commercial paper Rate – Non-Financial, from the Federal Reserve Statistical Release H.15 (expressed as an annual rate) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Distribution Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerDistribution Provider, any refund or credit Connecting Transmission Owner Distribution Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Distribution Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Distribution Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Distribution Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Distribution Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Distribution Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Distribution Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Distribution Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerDistribution Provider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Distribution Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider pursuant to this AgreementLGIA, Connecting Transmission Owner Distribution Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider for such taxes which Connecting Transmission Owner Distribution Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Distribution Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerDistribution Provider, any refund or credit Connecting Transmission Owner Distribution Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Distribution Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Distribution Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Distribution Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Distribution Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Distribution Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting an Interconnecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting that Interconnecting Transmission Owner under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:it (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner for such taxes which Connecting Interconnecting Transmission Owner did not submit to the taxing authority, interest calculated in accordance with the methodology set forth in FERCthe Commission’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Interconnecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Interconnecting Transmission Owner, any refund or credit Connecting Interconnecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Interconnecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Interconnecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Interconnecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Interconnecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Interconnecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer DeveloperInterconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer DeveloperInterconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer DeveloperInterconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer DeveloperInterconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer DeveloperInterconnection Customer the following: 1. (i) (i) Any payment made by Developer DeveloperInterconnection Customer under this Article 5.17 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, , 2.(ii) (ii) Interest on any amounts paid by Developer DeveloperInterconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer DeveloperInterconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperDeveloperInterconnection Customer, and and 3.(iii) (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer DeveloperInterconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer DeveloperInterconnection Customer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Owne r in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on On any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii35.19a(a)(2)(ii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that tha t no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerProvider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Provider pursuant to this AgreementLGIA, Connecting Transmission Owner Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts amount paid by Developer Interconnection Customer to Connecting Transmission Owner Provider for such taxes which Connecting Transmission Owner Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii35.19a(a)(2)(ii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerProvider, any refund or credit Connecting Transmission Owner Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner OwnerNYSEG which holds that any amount paid or the value of any property transferred by Developer DeveloperTrAILCo to Connecting Transmission Owner OwnerNYSEG under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner OwnerNYSEG in good faith that any amount paid or the value of any property transferred by Developer DeveloperTrAILCo to Connecting Transmission Owner OwnerNYSEG under the terms of this Agreement is not taxable to Connecting Transmission OwnerOwnerNYSEG, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer DeveloperTrAILCo to Connecting Transmission Owner OwnerNYSEG are not subject to federal income tax, or (d) if Connecting Transmission Owner OwnerNYSEG receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer DeveloperTrAILCo to Connecting Transmission Owner OwnerNYSEG pursuant to this Agreement, Connecting Transmission Owner OwnerNYSEG shall promptly refund to Developer DeveloperTrAILCo the following: (i) Any payment made by Developer DeveloperTrAILCo under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxablenon-‐taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer DeveloperTrAILCo to Connecting Transmission Owner OwnerNYSEG for such taxes which Connecting Transmission Owner OwnerNYSEG did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §section 35.19a(a)(2)(iii) from the date payment was made by Developer DeveloperTrAILCo to the date Connecting Transmission Owner OwnerNYSEG refunds such payment to DeveloperDeveloperTrAILCo, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerOwnerNYSEG, any refund or credit Connecting Transmission Owner OwnerNYSEG receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner OwnerNYSEG for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner OwnerNYSEG to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner OwnerNYSEG will remit such amount promptly to Developer DeveloperTrAILCo only after and to the extent that Connecting Transmission Owner OwnerNYSEG has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment AttachmentNYSEG System Upgrade Facilities. The intent of this provision is to leave both the Developer DeveloperTrAILCo and Connecting Transmission OwnerOwnerNYSEG, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and andNYSEG System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: 1. (i) (i) Any payment made by Developer under this Article 5.17 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, , 2.(ii) (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and and 3.(iii) (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer DeveloperInterconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer DeveloperInterconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer DeveloperInterconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer DeveloperInterconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer DeveloperInterconnection Customer the following: (i) (i) Any payment made by Developer DeveloperInterconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, , (ii) (ii) Interest on any amounts paid by Developer DeveloperInterconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer DeveloperInterconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperDeveloperInterconnection Customer, and and (iii) (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer DeveloperInterconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer DeveloperInterconnection Customer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Distribution Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement CLGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Distribution Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement CLGIA is not taxable to Connecting Transmission OwnerDistribution Provider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Distribution Provider receives a a‌ refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider pursuant to this AgreementCLGIA, Connecting Transmission Owner Distribution Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider for such taxes which Connecting Transmission Owner Distribution Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Distribution Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerDistribution Provider, any refund or credit Connecting Transmission Owner Distribution Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Distribution Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Distribution Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Distribution Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Distribution Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Distribution Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner the Affected Participating TO which holds that any amount paid or the value of any property transferred by Developer the Interconnection Customer to Connecting Transmission Owner the Affected Participating TO under the terms of this Agreement UFA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner the Affected Participating TO in good faith that any amount paid or the value of any property transferred by Developer the Interconnection Customer to Connecting Transmission Owner the Affected Participating TO under the terms of this Agreement UFA is not taxable to Connecting Transmission Ownerthe Affected Participating TO, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Affected Participating TO are not subject to federal income tax, or (d) if Connecting Transmission Owner the Affected Participating TO receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer the Interconnection Customer to Connecting Transmission Owner the Affected Participating TO pursuant to this AgreementUFA, Connecting Transmission Owner the Affected Participating TO shall promptly refund to Developer the Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer the Interconnection Customer to Connecting Transmission Owner the Affected Participating TO for such taxes which Connecting Transmission Owner the Affected Participating TO did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer the Interconnection Customer to the date Connecting Transmission Owner the Affected Participating TO refunds such payment to Developerthe Interconnection Customer, and, (iii) With with respect to any such taxes paid by Connecting Transmission Ownerthe Affected Participating TO, any refund or credit Connecting Transmission Owner the Affected Participating TO receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Affected Participating TO for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner the Affected Participating TO to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner the Affected Participating TO will remit such amount promptly to Developer the Interconnection Customer only after and to the extent that Connecting Transmission Owner the Affected Participating TO has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Affected Participating TO's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith SERVICE AGREEMENT NO. 2811 that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Con Edison which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Con Edison under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Con Edison in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Con Edison under the terms of this Agreement is not taxable to Connecting Transmission OwnerCon Edison, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner Con Edison are not subject to federal income tax, or (d) if Connecting Transmission Owner Xxx Xxxxxx receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner Con Edison pursuant to this Agreement, Connecting Transmission Owner Con Xxxxxx shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner Con Edison for such taxes which Connecting Transmission Owner Con Xxxxxx did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner Con Edison refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerCon Edison, any refund or credit Connecting Transmission Owner Con Edison receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Con Edison for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Con Edison to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Con Edison will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner Xxx Xxxxxx has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission OwnerCon Xxxxxx’s Attachment FacilitiesUpgrades. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerCon Xxxxxx, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any anyany legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (ccb) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (ddc) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.175.12 for taxes that is attributable to the amount determined to be non-taxabletaxabletaxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment AttachmentNetwork Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System SystemNetwork Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:this (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement LGIA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this AgreementLGIA, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §Section 35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Interconnection Facilities. Midwest ISO First Revised Sheet No. 1714Z.79 FERC Electric Tariff, Third Revised Volume No. 1 Superseding Original Sheet No. 1714Z.79 The intent of this provision is to leave both the Developer and Connecting Transmission Ownerparties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); SERVICE AGREEMENT NO. 2356 provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s 's Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Interconnecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Interconnecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under the terms of this Agreement LGIA is not taxable to Connecting Interconnecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Interconnecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:authority (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner for such taxes which Connecting Interconnecting Transmission Owner did not submit to the taxing authority, interest calculated in accordance with the methodology set forth in FERCthe Commission’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Interconnecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Interconnecting Transmission Owner, any refund or credit Connecting Interconnecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Interconnecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Interconnecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Interconnecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Interconnecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Interconnecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority authorityGovernmental Authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authorityauthorityGovernmental Authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment AttachmentProject or Network Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Systemthe Transmission Project and the Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not subject to federal income taxation, (b) any legislative change or administrative administra tive announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this AgreementGIA, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxabletaxable , together with interest thereon, (ii) Interest interest on any amounts amount paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 0 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.. SERVICE AGREEMENT NO. 2593

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer New Service Customer to Connecting Transmission Owner under the terms of this Agreement Upgrade CSA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer New Service Customer to Connecting Transmission Owner under the terms of this Agreement Upgrade CSA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer New Service Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer New Service Customer to Connecting Transmission Owner pursuant to this AgreementUpgrade CSA (each of (a), Connecting (b), (c), or (d), a “Favorable Tax Determination”), Transmission Owner shall promptly refund to Developer New Service Customer the following: : (i) Any any payment made by Developer New Service Customer under this Article 5.17 Section 4 for taxes that is are attributable to the amount determined to be non-taxable, together with interest thereon, ; (ii) Interest interest on any amounts paid by Developer New Service Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii§ 35.19a(a)(2)(ii) from the date payment was made by Developer New Service Customer to the date Connecting Transmission Owner refunds such payment to Developer, and New Service Customer; and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer New Service Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of Direct Assignment Facilities or Customer-Funded Upgrades identified in Appendix I to this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been madeCSA.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Con Edison which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Con Edison under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Con Edison in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner Con Edison under the terms of this Agreement is not taxable to Connecting Transmission OwnerCon Edison, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner Con Edison are not subject to federal income tax, or (d) if Connecting Transmission Owner Con Edison receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner Con Edison pursuant to this Agreement, Connecting Transmission Owner Con Xxxxxx shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner Con Edison for such taxes which Connecting Transmission Owner Con Xxxxxx did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner Con Edison refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerCon Edison, any refund or credit Connecting Transmission Owner Con Edison receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Con Edison for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Con Edison to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Con Edison will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner Con Edison has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission OwnerCon Xxxxxx’s Attachment FacilitiesUpgrades. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerCon Xxxxxx, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Interconnecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under the terms of this Agreement ETU IA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Interconnecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under the terms of this Agreement ETU IA is not taxable to Connecting Interconnecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Interconnecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner pursuant to this AgreementETU IA, Connecting Interconnecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner for such taxes which Connecting Interconnecting Transmission Owner did not submit to the taxing authority, interest calculated in accordance with the methodology set forth in FERCthe Commission’s regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Interconnecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Interconnecting Transmission Owner, any refund or credit Connecting Interconnecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Interconnecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Interconnecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Interconnecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Interconnecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Interconnecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Distribution Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement GIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Distribution Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under the terms of this Agreement GIA is not taxable to Connecting Transmission OwnerDistribution Provider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Distribution Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider pursuant to this AgreementGIA, Connecting Transmission Owner Distribution Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider for such taxes which Connecting Transmission Owner Distribution Provider did not submit to the taxing authority, calculated in accordance with using an interest rate equal to one-twelfth of the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iiiFederal Reserve three-month Commercial paper Rate – Non-Financial, from the Federal Reserve Statistical Release H.15 (expressed as an annual rate) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Distribution Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerDistribution Provider, any refund or credit Connecting Transmission Owner Distribution Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Distribution Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Distribution Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Distribution Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Distribution Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Distribution Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.. SERVICE AGREEMENT NO. 2452

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any anyany legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (ccb) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (ddc) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following: (i) Any payment made by Transmission Developer under this Article 5.17 5.125.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment AttachmentNetwork Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System SystemNetwork Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement GIA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:GIA, (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §Section 35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Ownerparties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: (i) : Any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) , Interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and (iii) and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer Interconnection Customer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made. Taxes Other Than Income Taxes. Upon the timely request by Interconnection Customer, and at Interconnection Customer’s sole expense, Connecting Transmission Owner shall appeal, protest, seek abatement of, or otherwise contest any tax (other than federal or state income tax) asserted or assessed against Connecting Transmission Owner for which Interconnection Customer may be required to reimburse Connecting Transmission Owner under the terms of this Agreement. Interconnection Customer shall pay to Connecting Transmission Owner on a periodic basis, as invoiced by Connecting Transmission Owner, Connecting Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement, or other contest. Interconnection Customer and Connecting Transmission Owner shall cooperate in good faith with respect to any such contest. Unless the payment of such taxes is a prerequisite to an appeal or abatement or cannot be deferred, no amount shall be payable by Interconnection Customer to Connecting Transmission Owner for such taxes until they are assessed by a final, non-appealable order by any court or agency of competent jurisdiction. In the event that a tax payment is withheld and ultimately due and payable after appeal, Interconnection Customer will be responsible for all taxes, interest and penalties, other than penalties attributable to any delay caused by Connecting Transmission Owner. Tax Status; Non-Jurisdictional Entities.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner OwnerNYSEG which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner OwnerTrAILCo to NYSEG under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner OwnerNYSEG in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner OwnerTrAILCo to NYSEG under the terms of this Agreement is not taxable to Connecting Transmission OwnerOwnerNYSEG, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner OwnerTrAILCo to NYSEG are not subject to federal income tax, or (d) if Connecting Transmission Owner OwnerNYSEG receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner OwnerTrAILCo to NYSEG pursuant to this Agreement, Connecting Transmission Owner OwnerNYSEG shall promptly refund to Developer DeveloperTrAILCo the following: (i) Any payment made by Developer DeveloperTrAILCo under this Article 5.17 5.175.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner OwnerTrAILCo to NYSEG for such taxes which Connecting Transmission Owner OwnerNYSEG did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer DeveloperTrAILCo to the date Connecting Transmission Owner OwnerNYSEG refunds such payment to DeveloperDeveloperTrAILCo, and (iii) With respect to any such taxes paid by Connecting Transmission OwnerOwnerNYSEG, any refund or credit Connecting Transmission Owner OwnerNYSEG receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner OwnerNYSEG for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner OwnerNYSEG to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner OwnerNYSEG will remit such amount promptly to Developer DeveloperTrAILCo only after and to the extent that Connecting Transmission Owner OwnerNYSEG has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment AttachmentNYSEG System Upgrade Facilities. The intent of this provision is to leave both the Developer DeveloperTrAILCo and Connecting Transmission OwnerOwnerNYSEG, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and andNYSEG System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Transmission Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Transmission Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Transmission Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Transmission Developer the following:: SERVICE AGREEMENT NO. 2604 (i) Any payment made by Transmission Developer under this Article 5.17 5.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Transmission Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Transmission Developer to the date Connecting Transmission Owner refunds such payment to Transmission Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Transmission Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Network Upgrade Facilities. The intent of this provision is to leave both the Transmission Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Network Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner Provider which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner Provider in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner Provider under the terms of this Agreement LGIA is not taxable to Connecting Transmission OwnerProvider, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider are not subject to federal income tax, or (d) if Connecting Transmission Owner Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner Provider pursuant to this AgreementLGIA, Connecting Transmission Owner Provider shall promptly refund to Developer Interconnection Customer the following: (i) Any any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest interest on any amounts amount paid by Developer Interconnection Customer to Connecting Transmission Owner Provider for such taxes which Connecting Transmission Owner Provider did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. CFR §35.19a(a)(2)(iii) from the date payment was made by Developer Interconnection Customer to the date Connecting Transmission Owner Provider refunds such payment to DeveloperInterconnection Customer, and (iii) With with respect to any such taxes paid by Connecting Transmission OwnerProvider, any refund or credit Connecting Transmission Owner Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner Provider to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner Provider will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Provider's Interconnection Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission OwnerParties, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting SERVICE AGREEMENT NO. 1774 Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: (i) Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, (ii) Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.