Common use of Tax Gross-Up Amount Clause in Contracts

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article

Tax Gross-Up Amount. Developer’s The Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer the Interconnection Customer will pay Connecting Transmission Ownerthe Participating TO, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner the Participating TO (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner the Participating TO as a result of payments or property transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TO under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Participating TO to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Ownerthe Participating TO’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner the Participating TO will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Ownerthe Participating TO’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Ownerthe Participating TO’s current weighted average cost of capital. Thus, the formula for calculating Developer’s the Interconnection Customer's liability to Connecting Transmission Owner the Participating TO pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. ‌ Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-grossed- up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-grossed- up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities.

Tax Gross-Up Amount. Developer’s The Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer the Interconnection Customer will pay Connecting Transmission Ownerthe Participating TO, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner the Participating TO (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner the Participating TO as a result of payments or property transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TO under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Participating TO to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Ownerthe Participating TO’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner the Participating TO will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Ownerthe Participating TO’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Ownerthe Participating TO’s current weighted average cost of capital. Thus, the formula for calculating Developer’s the Interconnection Customer's liability to Connecting Transmission Owner the Participating TO pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and Interconnection Facilities, Network Upgrades, Transmission Owner’s System Upgrade Facilities and System Deliverability Protection Facilities, and/or Distribution Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement GIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Network Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A.

Tax Gross-Up Amount. ‌ Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Affected Transmission Owner, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Affected Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Affected Transmission Owner as a result of payments or property transfers made by Developer to Connecting Affected Transmission Owner under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Affected Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Affected Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Affected Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Affected Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Affected Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Affected Transmission Owner pursuant to this ArticleArticle 3.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Affected System Upgrade Facilities.

Tax Gross-Up Amount. DeveloperTrAILCo’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up grossed‐up basis. Except as may otherwise be agreed to by the partiesParties, this means that Developer TrAILCo will pay Connecting Transmission OwnerNYSEG, in addition to the amount paid for the Attachment Facilities and NYSEG System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner NYSEG (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner NYSEG as a result of payments or property transfers made by Developer TrAILCo to Connecting Transmission Owner NYSEG under this Agreement (without regard to any payments under this Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner NYSEG to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerNYSEG’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner NYSEG will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerNYSEG’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerNYSEG’s current weighted average cost of capital. Thus, the formula for calculating DeveloperTrAILCo’s liability to Connecting Transmission Owner NYSEG pursuant to this ArticleArticle 5.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount ‐ Present Value of Tax Depreciation))/(1 ‐ Current Tax Rate).

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Network Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Articleby

Tax Gross-Up Amount. Developer’s Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission OwnerDistribution Provider, in addition to the amount paid for the Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Distribution Provider (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Distribution Provider as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under this Agreement GIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Distribution Provider to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerDistribution Provider’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Distribution Provider will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerDistribution Provider’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerDistribution Provider’s current weighted average cost of capital. Thus, the formula for calculating Developer’s Interconnection Customer's liability to Connecting Transmission Distribution Owner pursuant to this Article

Tax Gross-Up Amount. Developer’s Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the partiesParties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities Interconnection Facilities, and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement GIA (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s Interconnection Customer's liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. Developer‌ Interconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.10 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.10) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. ‌ Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Network Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Affected System Upgrade Facilities.

Tax Gross-Up Amount. Developer‌ Interconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission OwnerProvider, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Provider (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner Provider as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Provider to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s Provider's composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Provider will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s Provider's anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s Provider's current weighted average cost of capital. Thus, the formula for calculating Developer’s Interconnection Customer's liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Network Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting SERVICE AGREEMENT NO. 2599 Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.12) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-grossed- up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Interconnecting Transmission Owner, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Interconnecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Interconnecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Interconnecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For 1).For this purpose, (i) Current Taxes shall be computed based on Connecting Interconnecting Transmission Owner’s Owner composite federal and state tax rates at the time the payments or property transfers are received and Connecting Interconnecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Interconnecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Interconnecting Transmission Owner’s Owner current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A (Interconnection Facilities, Network Upgrades and Distribution Upgrades).

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.11 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.11) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A.

Tax Gross-Up Amount. Developer’s 's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s 's composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s 's anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s 's current weighted average cost of capital. Thus, the formula for calculating Developer’s 's liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. ‌ Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Network Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.12.2 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Network Upgrade Facilities.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.11 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.11) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A. At Interconnection Customer’s request and expense, Affected System Operator shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Interconnection Customer to Affected System Operator under this Agreement are subject to federal income taxation. Interconnection Customer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Interconnection Customer’s knowledge. Affected System Operator and Interconnection Customer shall cooperate in good faith with respect to the submission of such request. Affected System Operator shall keep Interconnection Customer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Interconnection Customer to participate in all discussions with the IRS regarding such request for a private letter ruling. Affected System Operator shall allow Interconnection Customer to attend all meetings with IRS officials about the request and shall permit Interconnection Customer to prepare the initial drafts of any follow-up letters in connection with the request. If, within 10 years from the date on which the relevant Affected System Upgrade Facilities are placed in service, (i) Interconnection Customer Breaches the covenants contained in Article 3.11.2, (ii) a “disqualification event” occurs within the meaning of IRS Notice 88-129, or (iii) this Agreement terminates and Affected System Operator retains ownership of Affected System Upgrade Facilities, Interconnection Customer shall pay a tax gross-up for the cost consequences of any current tax liability imposed on Affected System Operator, calculated using the methodology described in Article 3.11.4 and in accordance with IRS Notice 90-60.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-grossed- up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without -17 SERVICE AGREEMENT NO. 2217 regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities.

Tax Gross-Up Amount. ‌ Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.11 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.11) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Section 5 of Appendix A. At Transmission Developer’s request and expense, Affected System Operator shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Transmission Developer to Affected System Operator under this Agreement are subject to federal income taxation. Transmission Developer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Transmission Developer’s knowledge. Affected System Operator shall cooperate with Transmission Developer in good faith with respect to the submission of such request. Affected System Operator shall keep Transmission Developer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Transmission Developer to participate in all discussions with the IRS regarding such request for a private letter ruling. Affected System Operator shall allow Transmission Developer to attend all meetings with IRS officials about the request and shall permit Transmission Developer to prepare the initial drafts of any follow-up letters in connection with the request.

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Network Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by 18 SERVICE AGREEMENT NO. 2663 Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate).

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.10 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.10) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). At Developer’s request and expense, Affected System Operator shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Developer to Affected System Operator under this Agreement are subject to federal income taxation. Developer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Developer’s knowledge. Affected System Operator and Developer shall cooperate in good faith with respect to the submission of such request. Affected System Operator shall keep Developer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Developer to participate in all discussions with the IRS regarding such request for a private letter ruling. Affected System Operator shall allow Developer to attend all meetings with IRS officials about the request and shall permit Developer to prepare the initial drafts of any follow-up letters in connection with the request. If, within 10 years from the date on which the relevant Affected System Upgrade Facilities are placed in service, (i) Developer Breaches the covenants contained in Article 3.11.2,

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-grossed- up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Service Agreement No. 1702 Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades. 5.17.5 Private Letter Ruling or Change or Clarification of Law. At Developer’s request and expense, Connecting Transmission Owner shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Developer to Connecting Transmission Owner under this Agreement are subject to federal income taxation. Developer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Developer’s knowledge. Connecting Transmission Owner and Developer shall cooperate in good faith with respect to the submission of such request. Connecting Transmission Owner shall keep Developer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Developer to participate in all discussions with the IRS regarding such request for a private letter ruling. Connecting Transmission Owner shall allow Developer to attend all meetings with IRS officials about the request and shall permit Developer to prepare the initial drafts of any follow-up letters in connection with the request.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.11 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.11) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Affected System Upgrade Facilities.

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Network Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this this‌ Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A.

Tax Gross-Up Amount. Developer’s 's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s 's composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s 's anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s 's current weighted average cost of capital. Thus, the formula for calculating Developer’s 's liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). D 42 xxxxxxxx's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities.

Tax Gross-Up Amount. Developer’s 's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s 's composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s 's anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s 's current weighted average cost of capital. Thus, the formula for calculating Developer’s 's liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities.

Tax Gross-Up Amount. DeveloperMHVDC Connection Customer’s potential liability for the cost consequences of any current tax liability under this Article 5.17 Section 5.8.2 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this The Parties agree that “fully grossed-up basis” means that Developer MHVDC Connection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities Connection Facilities, any upgrades, or other facilities and System Upgrade Facilities and System Deliverability Upgradesequipment, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner or determined to be reported by Transmission Owner pursuant to Section 5.8.1 (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer MHVDC Connection Customer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17Section 5.8) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperMHVDC Connection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleSection 5.8.2 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1-Current Tax Rate). MHVDC Connection Customer shall make such payments according to the milestone schedule set forth in Appendix C. If the actual costs of the Transmission Owner Connection Facilities, any upgrades, and other facilities and equipment are greater than the estimated costs set forth in Appendix B, Transmission Owner shall calculate the tax gross-up payment for the difference between the actual and estimated facilities costs in the event taxes are imposed and present MHVDC Connection Customer with a bill for the tax gross-up amount pursuant to the procedures set forth in Article 19, and MHVDC Connection Customer shall pay such amount pursuant to the procedures set forth in Article 20. If the actual costs of the Transmission Owner Connection Facilities, any upgrades, or other facilities and equipment are less than the estimated costs set forth in Appendix B, Transmission Owner shall refund the tax gross-up payment difference between the actual and estimated facilities costs.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 0 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.170) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 0 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.123.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerOwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and andAffected System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner OwnerAffected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner OwnerAffected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner OwnerAffected System Operator under this Agreement (without regard to any payments under this Article 5.173.123.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner OwnerAffected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerOwner’sAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner OwnerAffected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerOwner’sAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerOwner’sAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner OwnerAffected System Operator pursuant to this ArticleArticle 3.12.43.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities andAffected System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s 's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s 's composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s 's anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s 's current weighted average cost of capital. Thus, the formula for calculating Developer’s 's liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). D 42 eveloper's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities.

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.11 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.11) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.11.2 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Affected System Upgrade Facilities.

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Network Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by 18 SERVICE AGREEMENT NO. 2604 Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A.

Tax Gross-Up Amount. Under Internal Revenue Code (IRC) section 118(b)(1), contributions in aid of construction paid by non-shareholders are taxable for U.S. federal income tax purposes. Con Xxxxxx intends to take the position for U.S. federal income tax purposes that the amount paid for the Upgrades is a taxable contribution in aid of construction by Developer. Without conceding any argument contrary to the position in the foregoing sentence, Con Xxxxxx and Xxxxxxxxx have agreed that Developer’s liability for the cost consequences of any the current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerCon Edison, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Con Edison (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Xxx Xxxxxx as a result of payments or property transfers made by Developer to Connecting Transmission Owner Con Edison under this Agreement (without regard to any payments under this Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Con Xxxxxx to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerCon Edison’s composite federal federal, state and state local tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Con Edison will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerCon Xxxxxx’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerXxx Xxxxxx’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Con Xxxxxx pursuant to this Article

Tax Gross-Up Amount. Developer’s Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission OwnerDistribution Provider, in addition to the amount paid for the Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Distribution Provider (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Distribution Provider as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Distribution Provider to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerDistribution Provider’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Distribution Provider will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerDistribution Provider’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerDistribution Provider’s current weighted average cost of capital. Thus, the formula for calculating Developer’s Interconnection Customer's liability to Connecting Transmission Distribution Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. DeveloperDeveloper’sInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.113.11 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer DeveloperInterconnection Customer will pay Connecting Transmission OwnerOwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and andAffected System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner OwnerAffected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner OwnerAffected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner OwnerInterconnection Customer to Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.113.11) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner OwnerAffected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerOwner’sAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner OwnerAffected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerOwner’sAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerOwner’sAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating DeveloperDeveloper’sInterconnection Customer’s liability to Connecting Transmission Owner OwnerAffected System Operator pursuant to this ArticleArticle 3.11.43.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’sInterconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-grossed- up basis. Except as may otherwise be agreed to by the partiesParties, this means that Developer Interconnection Customer will pay Connecting an Interconnecting Transmission Owner, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting that Interconnecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Interconnecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Interconnecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For 1).For this purpose, (i) Current Taxes shall be computed based on Connecting Interconnecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Interconnecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Interconnecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Interconnecting Transmission Owner’s Owner current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A (Interconnection Facilities, Network Upgrades and Distribution Upgrades).

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.12.3 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate).

Tax Gross-Up Amount. Developer’s Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission OwnerDistribution Provider, in addition to the amount paid for the Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Distribution Provider (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Distribution Provider as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under this Agreement GIACLGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Distribution Provider to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerDistribution Provider’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Distribution Provider will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerDistribution Provider’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerDistribution Provider’s current weighted average cost of capital. Thus, the formula for calculating Developer’s Interconnection Customer's liability to Connecting Transmission Distribution Owner pursuant to this Article

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the partiesDeveloper and an affected Connecting Transmission Owner, this means that Developer will pay the affected Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on the affected Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by the affected Connecting Transmission Owner as a result of payments or property transfers made by Developer to the affected Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the affected Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on the affected Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and the affected Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting the affected Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by the affected Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to the affected Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s The Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer the Interconnection Customer will pay Connecting Transmission Ownerthe Participating TO, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner the Participating TO (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner the Participating TO as a result of payments or property transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TO under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Participating TO to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Ownerthe Participating TO’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner the Participating TO will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Ownerthe Participating TO’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Ownerthe Participating TO’s current weighted average cost of capital. Thus, the formula for calculating Developer’s the Interconnection Customer's liability to Connecting Transmission Owner the Participating TO pursuant to this Article

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Affected Transmission Owner, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Affected Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Affected Transmission Owner as a result of payments or property transfers made by Developer to Connecting Affected Transmission Owner under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Affected Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Affected Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Affected Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Affected Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Affected Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Affected Transmission Owner pursuant to this ArticleArticle 3.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Affected System Upgrade Facilities.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleValue

Tax Gross-Up Amount. Developer’s Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission OwnerDistribution Provider, in addition to the amount paid for the Attachment Facilities Interconnection Facilities, Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Distribution Provider (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Distribution Provider as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner Distribution Provider under this Agreement CLGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Distribution Provider to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). 1).‌ For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerDistribution Provider’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Distribution Provider will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerDistribution Provider’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerDistribution Provider’s current weighted average cost of capital. Thus, the formula for calculating Developer’s Interconnection Customer's liability to Connecting Transmission Distribution Owner pursuant to this Article

Tax Gross-Up Amount. DeveloperThe Interconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a paid for the Interconnection Facilities and Network Upgrades, an amount equal to (1) the current taxes imposed on the Participating TO ( Current Taxes ) on the excess of (a) the fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer the Interconnection Customer will pay Connecting Transmission Ownerthe Participating TO, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner the Participating TO as a result of payments or property transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TO under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”Amount ) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”Amount ), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Participating TO to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s the Participating TO s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner the Participating TO will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”Rate ), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s the Participating TO s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s the Participating TO s current weighted average cost of capital. Thus, the formula for calculating Developerthe Interconnection Customer’s liability to Connecting Transmission Owner the Participating TO pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. ‌ Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.12.3 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate).

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.113.10 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerOwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and andAffected System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner OwnerAffected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner OwnerAffected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner OwnerAffected System Operator under this Agreement (without regard to any payments under this Article 5.173.113.10) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner OwnerAffected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerOwner’sAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner OwnerAffected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerOwner’sAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerOwner’sAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner OwnerAffected System Operator pursuant to this ArticleArticle 3.11.43.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.11 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.11) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Affected System Upgrade Facilities. At Developer’s request and expense, Affected System Operator shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Developer to Affected System Operator under this Agreement are subject to federal income taxation. Developer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Developer’s knowledge. Affected System Operator and Developer shall cooperate in good faith with respect to the submission of such request. Affected System Operator shall keep Developer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Developer to participate in all discussions with the IRS regarding such request for a private letter ruling. Affected System Operator shall allow Developer to attend all meetings with IRS officials about the request and shall permit Developer to prepare the initial drafts of any follow-up letters in connection with the request.

Tax Gross-Up Amount. DeveloperDeveloper’sTrAILCo’s liability for the cost consequences of any current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up grossed-‐up basis. Except as may otherwise be agreed to by the partiespartiesParties, this means that Developer DeveloperTrAILCo will pay Connecting Transmission OwnerOwnerNYSEG, in addition to the amount paid for the Attachment Facilities and andNYSEG System Upgrade Facilities and System Deliverability Upgrades, an amount equal to to (1) the current taxes imposed on Connecting Transmission Owner OwnerNYSEG (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner OwnerNYSEG as a result of payments or property transfers made by Developer DeveloperTrAILCo to Connecting Transmission Owner OwnerNYSEG under this Agreement (without regard to any payments under this Article 5.17)5.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner OwnerNYSEG to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerOwner’sNYSEG’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner OwnerNYSEG will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerOwner’sNYSEG’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerOwner’sNYSEG’s current weighted average cost of capital. Thus, the formula for calculating DeveloperDeveloper’sTrAILCo’s liability to Connecting Transmission Owner OwnerNYSEG pursuant to this ArticleArticle 5.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount -‐ Present Value of Tax Depreciation))/(1 - ‐ Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting ConnectingAffected Transmission Owner, in addition to the amount paid for the Attachment Facilities and andAffected System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting ConnectingAffected Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting ConnectingAffected Transmission Owner as a result of payments or property transfers made by Developer to Connecting ConnectingAffected Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting ConnectingAffected Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting ConnectingAffected Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting ConnectingAffected Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting ConnectingAffected Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting ConnectingAffected Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting ConnectingAffected Transmission Owner pursuant to this ArticleArticle 5.17.4 3.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities andAffected System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated calculate d on a fully grossed-up basis. Except as may otherwise be agreed to by the partiesParties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities Interconnection Facilities, and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement GIA (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s Interconnection Customer's liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. Developer’s The Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer the Interconnection Customer will pay Connecting Transmission Ownerthe Participating TO, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) 1)‌ the current taxes imposed on Connecting Transmission Owner the Participating TO (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner the Participating TO as a result of payments or property transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TO under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Participating TO to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Ownerthe Participating TO’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner the Participating TO will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Ownerthe Participating TO’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Ownerthe Participating TO’s current weighted average cost of capital. Thus, the formula for calculating Developer’s the Interconnection Customer's liability to Connecting Transmission Owner the Participating TO pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-grossed- up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). 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 Xx. 0 Xxxxxxxx Xxxxx Xx. 00 Service Agreement No. 1311 For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities.

Tax Gross-Up Amount. ‌ Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.12.2 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Affected System Upgrade Facilities.

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.12.2 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Affected System Upgrade Facilities.

Tax Gross-Up Amount. Developer’s Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities Interconnection Facilities, and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s Interconnection Customer's liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. Developer’s Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and Interconnection Facilities, Network Upgrades, Transmission Owner’s System Upgrade Facilities and System Deliverability Protection Facilities, and/or Distribution Upgrades, an amount equal to (1) the current taxes imposed on Connecting Original Sheet No. 29 Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s Interconnection Customer's liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. DeveloperInterconnection Customer’sDeveloper’s liability for the cost consequences of any current tax liability under this Article 5.17 5.175.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection CustomerDeveloper will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection CustomerDeveloper to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.175.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’sDeveloper’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.45.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation Amount))/(1 - Current Tax Rate). Interconnection Customer’s Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System SystemTransmission Project and Network Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Section 6 of Appendix A, Attachment Facilities and SystemTransmission Project and Network Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s liability For the purposes of neutralizing the income and franchise tax impact on the Shareholders of structuring the transactions contemplated by this Agreement and the Related Purchase Agreements as a sale of Sellers' (for the cost consequences purposes of any current tax liability under this Article 5.17 Section 2.09, Sellers shall be calculated on defined to be the Seller pursuant to this Agreement and the Seller under each of the Related Purchase Agreements) assets as opposed to a fully grossed-up basis. Except as may otherwise be agreed to sale of their capital stock held by the parties, this means that Developer will pay Connecting Transmission OwnerShareholders, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgradesamounts described in Section 2.06, Parent and/or Buyer shall pay an amount in cash (the "Tax Gross Up Amount") mutually agreed upon by the parties as set forth in this Section 2.09 to be equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (ai) the gross amount of federal, state and local income realized taxes incurred by Connecting Transmission Owner the Shareholders (for purposes of this Section 2.09, Shareholders shall be defined to be the Shareholders pursuant to this Agreement and the Shareholders under each of the Related Purchase Agreements) and the franchise taxes incurred by the Sellers as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) the sale (the “Gross Income Amount”"Asset Sale") over of the Transferred Assets hereunder and under the Related Purchase Agreements (b) taking into account the present value deduction allowed for state and local taxes paid or payable, the benefit to the Shareholders of future any suspended losses available to carry forward to offset gain on the Asset Sale and any other tax deductions for depreciation that will be available benefits accruing to the Shareholders as a result of such payments or property transfers (structuring the “Present Value Depreciation Amount”), plus (2transaction contemplated by this Agreement and the Related Purchase Agreements as an asset sale) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and over (ii) the Present Value Depreciation amount of federal, state and local income taxes that would have been incurred by Shareholders (and franchise taxes that would have been incurred by Sellers, if any) had the Shareholders sold all of their capital stock in Sellers to Buyer for the amount of consideration otherwise provided in this Agreement (the "Deemed Stock Sale"). Notwithstanding anything to the contrary in this Agreement, the maximum amount of the Tax Gross Up Amount payable by Parent and/or Buyer hereunder shall equal One Million One Hundred Thousand Dollars ($1,100,000). The Tax Gross Up Amount shall be computed payable as follows: (a) On the Closing Date, Buyer shall deliver by discounting Connecting Transmission Owner’s anticipated wire transfer (to a bank account designated by Seller in writing at least three (3) Business Days prior to the Closing Date), Six Hundred Thousand Dollars ($600,000) in immediately available funds (the "Closing Date Gross Up Amount"); and (b) On the Closing Date, Buyer shall deliver, by wire transfer (to a bank account designated by the Escrow Agent in writing at least three (3) Business Days prior to the Closing Date), Five Hundred Thousand Dollars ($500,000) to the Escrow Agent to be held and distributed in accordance with the Escrow Agreement. The Escrow Agreement will require the Escrow Agent to distribute to the Seller Representative upon the joint instruction of Buyer and Seller Representative, that portion of the Tax Gross Up Amount (if any) in excess of the Closing Date Gross Up Amount, after final determination of the Tax Gross Up Amount in accordance with this paragraph. On the date that is sixty (60) days before the filing date of any income or franchise tax depreciation deductions return required to be filed with respect to the Asset Sale or any income or franchise tax liability resulting therefrom, the Seller Representative shall deliver to Buyer a written explanation in reasonable detail setting forth Sellers' calculation of the Tax Gross Up Amount, and including copies of drafts of the applicable federal, state and local income tax returns of Sellers and Shareholders on which the applicable income or franchise tax liability will be reported. The Seller Representative shall also deliver to Buyer, or make available to Buyer for inspection, copies of all federal state and local income and franchise tax returns of Sellers and Shareholders for the years beginning from the inception of each Seller. Buyer shall have thirty (30) days after such delivery in which to provide to the Seller Representative a written explanation in reasonable detail of Buyer's objection to such calculation of the Tax Gross Up Amount. If Buyer and the Seller Representative are unable to agree on the Tax Gross Up Amount within twenty (20) days after Buyer delivers such notice of objection, the Tax Gross Up Amount shall be determined by an independent third party selected by the mutual agreement of Buyer and the Seller Representative, and such third party's determination of the Tax Gross Up Amount shall be final and binding upon the parties hereto for purposes of this Agreement. For clarification purposes, the parties agree that the Tax Gross Up Amount is intended to compensate the Shareholders for additional income tax liability arising out of recapture and the allocation of the consideration to the sale of ordinary, rather than capital, assets, and for the franchise taxes payable by the Sellers as a result of the Asset Sale, and that the Tax Gross Up Amount shall include only such payments incremental taxes. If the Tax Gross Up Amount, as finally determined as set forth above, exceeds the Closing Date Gross Up Amount (such excess, if any, shall be referred to herein as the "Additional Tax Gross Up Amount"), Buyer and Seller Representative shall instruct the Escrow Agent to pay to the Seller Representative the amount of the Additional Tax Gross Up Amount, and to distribute to Buyer any funds remaining in the escrow account relating to the Tax Gross Up Amount. If the Tax Gross Up Amount, as finally determined as set forth above, is less than the Closing Date Gross Up Amount, Seller shall immediately pay to Parent by wire transfer in immediately available funds the amount of such difference. Notwithstanding the foregoing, in the event that the Seller Parties do not file their tax returns by the applicable due date (including any extensions), Seller Parties shall be deemed to have agreed that the Tax Gross Up Amount does not exceed the Closing Date Gross Up Amount, and Buyer shall have the right to deliver a unilateral instruction to the Escrow Agent to distribute all amounts remaining in the escrow related to the Tax Gross Up Amount to the Buyer. (c) Neither Parent nor Buyer shall have any responsibility for the allocation of the Tax Gross Up Amount among the Shareholders or property transfers by Connecting Transmission Owner’s current weighted average cost other equityholders of capitalSellers. ThusThe parties agree that the Tax Gross-Up Amount paid hereunder shall be deemed to be part of the purchase price payable for the Transferred Assets hereunder and under the Related Purchase Agreements and any amounts paid out of the escrow as Additional Tax Gross Up Amounts shall be deemed to be an adjustment to the purchase price. The parties further agree that all Tax Returns of Sellers and the Shareholders shall be prepared in a manner consistent with the computations that form the basis for the calculation of the Tax Gross Up Amount, and further agree not to take any position inconsistent with such calculations. Notwithstanding anything to the contrary contained in this Section 2.09, the formula parties further agree that neither Buyer or Parent shall be liable for calculating Developer’s liability any late filing fees or penalties relating to Connecting Transmission Owner any late filing of any tax return by any of the Seller Parties, and the calculation of the Tax Gross Up Amount pursuant to this ArticleSection 2.09 shall not include such late filing fees or penalties.

Tax Gross-Up Amount. DeveloperGenerator’s liability for the cost consequences of any current tax liability under this Article 5.17 Section 4.4 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the partiesParties, this means that Developer Generator will pay Connecting Transmission OwnerTSP, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesWork, an amount equal to (1i) the current taxes imposed on Connecting Transmission Owner TSP (“Current Taxes”) on the excess of (aA) the gross income realized by Connecting Transmission Owner TSP as a result of payments or property transfers made by Developer Generator to Connecting Transmission Owner TSP under this Agreement (without regard to any payments under this Article 5.17Section 4.4.4) (the “Gross Income Amount”) over (bii) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner TSP to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1i). For this purpose, (i1) Current Taxes shall be computed based on Connecting Transmission OwnerTSP’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner TSP will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii2) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerTSP’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerTSP’s current weighted average cost of capital. Thus, the formula for calculating DeveloperGenerator’s liability to Connecting Transmission Owner TSP pursuant to this ArticleSection 4.4.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate).

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.10 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.10) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate).‌ At Developer’s request and expense, Affected System Operator shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Developer to Affected System Operator under this Agreement are subject to federal income taxation. Developer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Developer’s knowledge. Affected System Operator and Developer shall cooperate in good faith with respect to the submission of such request. Affected System Operator shall keep Developer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Developer to participate in all discussions with the IRS regarding such request for a private letter ruling. Affected System Operator shall allow Developer to attend all meetings with IRS officials about the request and shall permit Developer to prepare the initial drafts of any follow-up letters in connection with the request. If, within 10 years from the date on which the relevant Affected System Upgrade Facilities are placed in service, (i) Developer Breaches the covenants contained in Article 3.11.2,

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). At Developer’s request and expense, Affected System Operator shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Developer to Affected System Operator under this Agreement are subject to federal income taxation. Developer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Developer’s knowledge. Affected System Operator and Developer shall cooperate in good faith with respect to the submission of such request. Affected System Operator shall keep Developer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Developer to participate in all discussions with the IRS regarding such request for a private letter ruling. Affected System Operator shall allow Developer to attend all meetings with IRS officials about the request and shall permit Developer to prepare the initial drafts of any follow-up letters in connection with the request. If, within 10 years from the date on which the relevant Affected System Upgrade Facilities are placed in service, (i) Developer Breaches the covenants contained in Article 3.12.2,

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.113.11 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerOwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and andAffected System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner OwnerAffected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner OwnerAffected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner OwnerAffected System Operator under this Agreement (without regard to any payments under this Article 5.173.113.11) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner OwnerAffected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerOwner’sAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner OwnerAffected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerOwner’sAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerOwner’sAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner OwnerAffected System Operator pursuant to this ArticleArticle 3.11.43.11.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities andAffected System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-grossed- up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Interconnecting Transmission Owner, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Interconnecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Interconnecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Interconnecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For 1).For this purpose, (i) Current Taxes shall be computed based on Connecting Interconnecting Transmission Owner’s Owner composite federal and state tax rates at the time the payments or property transfers are received and Connecting Interconnecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Interconnecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this ArticleInterconnecting

Tax Gross-Up Amount. Developer’s Xxxxxx'x liability for the cost consequences of any current tax liability under this Article 5.17 Section 13 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the partiesParties, this means that Developer Xxxxxx will pay Connecting Transmission OwnerSCE, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Upgrades, Capital Additions an amount equal to (1) the current taxes imposed on Connecting Transmission Owner SCE (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner SCE as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17Section 13) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner SCE to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s SCE's composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner SCE will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s SCE's anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s SCE's current weighted average cost of capital. Thus, the formula for calculating Developer’s Xxxxxx'x liability to Connecting Transmission Owner SCE pursuant to this ArticleSection 13.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1- Current Tax Rate). Xxxxxx’x estimated tax liability in the event taxes are imposed shall be stated in Exhibit B.

Tax Gross-Up Amount. ‌ Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.175.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System SystemNetwork Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.45.12.2 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and SystemNetwork Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Developer’s Xxxxxx'x liability for the cost consequences of any current tax liability under this Article 5.17 Section 13 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the partiesParties, this means that Developer Xxxxxx will pay Connecting Transmission OwnerSCE, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Upgrades, Capital Additions an amount equal to (1) the current taxes imposed on Connecting Transmission Owner SCE (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner SCE as a result of payments or property transfers made by Developer Xxxxxx to Connecting Transmission Owner SCE under this Agreement (without regard to any payments under this Article 5.17Section 13) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner SCE to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s SCE's composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner SCE will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s SCE's anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s SCE's current weighted average cost of capital. Thus, the formula for calculating Developer’s Xxxxxx'x liability to Connecting Transmission Owner SCE pursuant to this ArticleSection 13.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1- Current Tax Rate). Xxxxxx’x estimated tax liability in the event taxes are imposed shall be stated in Exhibit B.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. Transmission Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 5.11 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Transmission Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Network Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Transmission Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.175.11) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Transmission Developer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.11.2 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Transmission Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Network Upgrade Facilities.

Tax Gross-Up Amount. DeveloperDeveloper’sInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer DeveloperInterconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer DeveloperInterconnection Customer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperDeveloper’sInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1 - Current Tax Rate). Developer’s Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.

Tax Gross-Up Amount. DeveloperInterconnection CustomerDeveloper’s liability for the cost consequences of any current tax liability taxes under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection CustomerDeveloper will pay Connecting Transmission OwnerProviderOwner, in addition to the amount paid for the Attachment InterconnectionAttachment Facilities and System Network UpgradesSystem Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner ProviderOwner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner ProviderOwner as a result of payments or property transfers made by Developer Interconnection CustomerDeveloper to Connecting Transmission Owner ProviderOwner under this LGIA Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner ProviderOwner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerProviderOwner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner ProviderOwner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerProviderOwner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerProviderOwner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection CustomerDeveloper’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount — Present Value of Tax Depreciation))/(1 -Current Tax Rate). Interconnection CustomerDeveloper’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, InterconnectionAttachment Facilities, Network Upgrades and Distribution UpgradesSystem Upgrade Facilities.

Tax Gross-Up Amount. DeveloperMHVDC Connection Customer’s potential liability for the cost consequences of any current tax liability under this Article 5.17 Section 5.8.2 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this The Parties agree that “fully grossed-up basis” means that Developer MHVDC Connection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities Connection Facilities, any upgrades, or other facilities and System Upgrade Facilities and System Deliverability Upgradesequipment, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner or determined to be reported by Transmission Owner pursuant to Section 5.8.1 (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer MHVDC Connection Customer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17Section 5.8) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperMHVDC Connection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleSection 5.8.2 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1-Current Tax Rate). MHVDC Connection Customer shall make such payments according to the milestone schedule set forth in Appendix C. If the actual costs of the Transmission Owner Connection Facilities, any upgrades, and other facilities and equipment are greater than the estimated costs set forth in Appendix B, Transmission Owner shall calculate the tax gross-up payment for the difference between the actual and estimated facilities costs in the event taxes are imposed and present MHVDC Connection Customer with a xxxx for the tax gross-up amount pursuant to the procedures set forth in Article 19, and MHVDC Connection Customer shall pay such amount pursuant to the procedures set forth in Article 20. If the actual costs of the Transmission Owner Connection Facilities, any upgrades, or other facilities and equipment are less than the estimated costs set forth in Appendix B, Transmission Owner shall refund the tax gross-up payment difference between the actual and estimated facilities costs.

Tax Gross-Up Amount. Developer’s The Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer the Interconnection Customer will pay Connecting Transmission Ownerthe Participating TODistribution Provider, in addition to the amount paid for the Attachment Interconnection Facilities , Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner the Participating TODistribution Provider (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner the Participating TODistribution Provider as a result of payments or property transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TODistribution Provider under this Agreement LGIAGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Participating TODistribution Provider to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Ownerthe Participating TO’sDistribution Provider’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner the Participating TODistribution Provider will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Ownerthe Participating TO’sDistribution Provider’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Ownerthe Participating TO’sDistribution Provider’s current weighted average cost of capital. Thus, the formula for calculating Developer’s the Interconnection Customer's liability to Connecting Transmission the Participating TODistribution Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-grossed- up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Interconnecting Transmission Owner, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Interconnecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Interconnecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Interconnecting Transmission Owner under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Interconnecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For 1).For this purpose, (i) Current Taxes shall be computed based on Connecting Interconnecting Transmission Owner’s Owner composite federal and state tax rates at the time the payments or property transfers are received and Connecting Interconnecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Interconnecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Articledepreciation

Tax Gross-Up Amount. Developer’s The. Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer the Interconnection Customer will pay Connecting Transmission Ownerthe Participating TODistribution Provider, in addition to the amount paid for the Attachment Interconnection Facilities , Distribution Upgrades, and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner the Participating TODistribution Provider (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner the Participating TODistribution Provider as a result of payments or property transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TODistribution Provider under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Participating TODistribution Provider to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Ownerthe Participating TO’sDistribution Provider’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner the Participating TODistribution Provider will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Ownerthe Participating TO’sDistribution Provider’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Ownerthe Participating TO’sDistribution Provider’s current weighted average cost of capital. Thus, the formula for calculating Developer’s the Interconnection Customer's liability to Connecting Transmission the Participating TODistribution Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. Developer’s The Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer the Interconnection Customer will pay Connecting Transmission Ownerthe Participating TO, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner the Participating TO (“"Current Taxes”") on the excess of (a) the gross income realized by Connecting Transmission Owner the Participating TO as a result of payments or property transfers made by Developer the Interconnection Customer to Connecting Transmission Owner the Participating TO under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “"Gross Income Amount”") over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “"Present Value Depreciation Amount”"), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Participating TO to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite )RU WKLV SXUSRVH L &XUUHQW 7D[HV VKDOO EH FRPSX federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner the Participating TO will be treated as being subject to tax at the highest marginal rates in effect at that time (the “"Current Tax Rate”"), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a FRPSXWHG E\ GLVFRXQWLQJ WKH 3DUWLFLSDWLQJ 72¶V DQW result of such payments or property transfers by Connecting Transmission Owner’s current weighted average RI VXFK SD\PHQWV RU SURSHUW\ WUDQVIHUV E\ WKH 3D cost of capital. Thus, the formula for calculating Developer’s the Interconnection Customer's liability to Connecting Transmission Owner the Participating TO pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount ±Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and Interconnection Facilities, Network Upgrades, Transmission Owner’s System Upgrade Facilities and System Deliverability Protection Facilities, and/or Distribution Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount — Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. DeveloperInterconnection Customer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection Customer will pay Connecting Transmission OwnerProvider, in addition to the amount paid for the Attachment Interconnection Facilities and System Upgrade Facilities and System Deliverability Network Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Provider (“Current Taxes”) on the excess of (a) Arizona Public Service Company APS Contract No. 52023 LGIA (Large Generator Interconnection Agreement) the gross income realized by Connecting Transmission Owner Provider as a result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owner Provider under this Agreement LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Provider to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerProvider’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Provider will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerProvider’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerProvider’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection Customer’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Articleformula

Tax Gross-Up Amount. Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 3.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerAffected System Operator, in addition to the amount paid for the Attachment Facilities and Affected System Upgrade Facilities and System Deliverability UpgradesFacilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Affected System Operator (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Affected System Operator as a result of payments or property transfers made by Developer to Connecting Transmission Owner Affected System Operator under this Agreement (without regard to any payments under this Article 5.173.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Affected System Operator to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerAffected System Operator’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Affected System Operator will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerAffected System Operator’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerAffected System Operator’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Affected System Operator pursuant to this ArticleArticle 3.12.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Developer’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Affected System Upgrade Facilities. At Developer’s request and expense, Affected System Operator shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Developer to Affected System Operator under this Agreement are subject to federal income taxation. Developer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Developer’s knowledge. Affected System Operator and Developer shall cooperate in good faith with respect to the submission of such request. Affected System Operator shall keep Developer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Developer to participate in all discussions with the IRS regarding such request for a private letter ruling. Affected System Operator shall allow Developer to attend all meetings with IRS officials about the request and shall permit Developer to prepare the initial drafts of any follow-up letters in connection with the request.

Tax Gross-Up Amount. Under Internal Revenue Code (IRC) section 118(b)(1), contributions in aid of construction paid by non-shareholders are taxable for U.S. federal income tax purposes. Con Xxxxxx intends to take the position for U.S. federal income tax purposes that the amount paid for the Upgrades is a taxable contribution in aid of construction by Developer. Without conceding any argument contrary to the position in the foregoing sentence, Con Xxxxxx and Xxxxxxxxx have agreed that Developer’s liability for the cost consequences of any the current tax liability under this Article 5.17 5.12 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission OwnerCon Edison, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner Con Edison (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner Con Xxxxxx as a result of payments or property transfers made by Developer to Connecting Transmission Owner Con Edison under this Agreement (without regard to any payments under this Article 5.175.12) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner Con Edison to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission OwnerCon Xxxxxx’s composite federal federal, state and state local tax rates at the time the payments or property transfers are received and Connecting Transmission Owner Con Edison will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerXxx Xxxxxx’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerCon Edison’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner Con Xxxxxx pursuant to this Article

Tax Gross-Up Amount. DeveloperGenerator’s liability for the cost consequences of any current tax liability under this Article 5.17 Section 8.5 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the partiesParties, this means that Developer Generator will pay Connecting Transmission OwnerTSP, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability UpgradesTemporary Facilities, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner TSP (“Current Taxes”) on the excess of (aA) the gross income realized by Connecting Transmission Owner TSP as a result of payments or property transfers made by Developer Generator to Connecting Transmission Owner TSP under this Agreement (without regard to any payments under this Article 5.17Section 8.5(iv)) (the “Gross Income Amount”) over (bB) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner TSP to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1)Section 8.5(iv)(1) hereinabove. For this purpose, (i1) Current Taxes shall be computed based on Connecting Transmission OwnerTSP’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner TSP will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii2) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission OwnerTSP’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission OwnerTSP’s current weighted average cost of capital. Thus, the formula for calculating DeveloperGenerator’s liability to Connecting Transmission Owner TSP pursuant to this ArticleSection 8.5(iv) can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate).

Tax Gross-Up Amount. DeveloperInterconnection CustomerDeveloper’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer Interconnection CustomerDeveloper will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer Interconnection CustomerDeveloper to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating DeveloperInterconnection CustomerDeveloper’s liability to Connecting Transmission Owner pursuant to this ArticleArticle 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount - Present Value Depreciation Amount))/(1 - Current Tax Rate). Interconnection CustomerDeveloper’s estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades.