Common use of Calculation Conventions Clause in Contracts

Calculation Conventions. The Managing Member will use the following assumptions and conventions to calculate the Internal Rate of Return: (i) It will assume that the Fixed Tax Assumptions are correct, unless they are incorrect as a result of breach of a representation or covenant by the Class A Member. In all other respects, Tax Credits and taxable income and loss of the Company for any taxable period will be calculated based on the amounts actually allocated in accordance with the federal income tax accounting methods and tax elections actually used with respect to such period by the Company in the preparation of its federal income tax reports and returns, or as adjusted on any amended return or as a result of a federal income tax audit, and taking into account any change in the Section 45 reference price. Notwithstanding anything in this Agreement to the contrary, the calculation of Tax Credits and taxable income and loss will not take into account Section 199 of the Code. (ii) Each Class B Member will be assumed to have owned its Membership Interest since the Effective Date. (iii) The Tax Credits and taxable income and loss of the Company will be treated as earned ratably during the Fiscal Year with the result that the Taxes on such income, gain or benefit from the Tax Credits or losses allocated to the Class B Members will be treated as having been paid or received in four equal installments on the respective estimated tax payment dates for a calendar year corporate taxpayer during the Fiscal Year, except that in the Fiscal Year in which the Flip Date occurs, the Tax Credits and taxable income or loss allocated to the Class B Members for the Pre-Flip Period will be allocated ratably to each of the four estimated tax payment dates during the Fiscal Year, and the post-Flip Date amounts will be treated similarly. (iv) Tax savings and tax detriment will be calculated using a 35% tax rate. (v) Each Class B Member will be treated as able to use immediately, subject to the same timing described in clause (iii), and fully the tax benefits it is allocated by the Company.

Calculation Conventions. The Managing Member will use the following assumptions and conventions to calculate the Internal Rate of ReturnCalculated Amount and the Flip Yield: (i) It will assume that the Fixed Tax Assumptions are correct, unless they are incorrect as a result of breach of a representation or covenant by the Class A Member. In all other respects, Tax Credits items of taxable income, loss, gain, credit and taxable income and loss deduction of the Company for any taxable period will be calculated based on the amounts actually allocated in accordance with the United States federal income tax accounting methods and tax elections actually used with respect to such period by the Company in the preparation of its United States federal income tax reports and returns, or as adjusted on any amended return or as a result of a United States federal income tax audit, and taking into account any change in the Section 45 reference price. Notwithstanding anything in this Company LLC Agreement to the contrary, the calculation of Tax Credits and taxable income and loss will not take into account Section section 199 of the Code. (ii) Each Class B Member will be assumed to have owned its Membership Interest since the Effective Date. (iii) The Tax Credits items of taxable income, loss, gain, credit and taxable income and loss deduction of the Company will be treated as earned ratably during the Fiscal Tax Year with the result that each Class B Member’s allocated share of the Taxes on such income, gain or benefit from the Tax Credits or losses allocated to the Class B Members gain, losses, credit and deductions will be treated as having been paid or received by such Class B Member in four equal installments on the respective estimated tax payment dates during the tax year for a calendar year corporate taxpayer during with the Fiscal Yeartax year end of such Class B Member; provided that the items of taxable income, except that loss, gain, credit and deduction allocated to the Class B Members for the Tax Year in which the Initial Closing occurs will be allocated ratably to the remaining estimated tax payment dates in the Fiscal first Tax Year of the Company. For the avoidance of doubt, and consistent with the preceding sentence, in the Tax Year in which the Flip Date occurs, the Tax Credits and taxable income income, gain, loss, credit or loss deduction allocated to the Class B Members for the Pre-Flip Period will be allocated ratably to each of the four estimated tax payment dates during the Fiscal Tax Year, and the post-Flip Date amounts will be treated similarly. (iv) Tax savings United States federal income tax benefits and United States federal income tax detriment detriments will be calculated using a 35% tax rate. (v) Each each Class B Member will be treated as assumed to be able to use immediatelyimmediately and fully the United States federal income tax benefits it is allocated by the Company, subject to the same timing described in clause Section 6.6(c)(iii). (iii), vi) each Class B Member will be assumed to be able to fully and fully immediately use the United States federal income tax benefits it is allocated by the Company to offset any current or future United States federal income tax or gain (including gain under Section 731(a) of the Code) allocated to it by the Company, subject to the same timing described in Section 6.6(c)(iii). (vii) If as a result of a Class B Recapture Event (i) the timing or amount of the Cash Grant received or distributed by the Company differs from the assumption thereof reflected in the Base Case Model, or (ii) the Cash Grant is recaptured in whole or in part, then the Calculated Amount and the Flip Yield shall be calculated as if the Cash Grant was received (or was not recaptured, as the case may be) and Distributable Cash was paid to the Class B Member, at the time and in the amounts assumed in the Base Case Model.

Calculation Conventions. The Managing Member will Manager shall use the following assumptions and conventions (collectively, the “Tax Assumptions”) to calculate the Internal Rate of ReturnCalculated Amount: (i) It will assume that the Fixed Tax Assumptions are correct, unless they are incorrect as a result of breach of a representation or covenant by the Class A a Member. In all other respects, Tax Credits items of taxable income, loss, gain, credit and taxable income and loss deduction of the Company for any taxable period will be calculated based on the amounts actually allocated in accordance with the United States federal income tax accounting methods and tax elections actually used with respect to such period by the Company in the preparation of its United States federal income tax reports and returns, or as adjusted on any amended return or as a result of a United States federal income tax audit, and taking into account any change in the Section 45 reference price. Notwithstanding anything in this Agreement to the contrary, the calculation of Tax Credits and taxable income and loss will not take into account Section 199 of the Code. (ii) Each Class B Member will be assumed to have owned its Membership Interest since the Effective Date. (iii) The Tax Credits items of taxable income, loss, gain, credit and taxable income and loss deduction of the Company will be treated as earned ratably during the Fiscal Year with the result that each Member’s allocated share of the Taxes on with respect to such income, gain or benefit from the Tax Credits or losses allocated to the Class B Members gain, losses, credit and deductions will be treated as having been paid or received by such Member in four (4) equal installments on the respective estimated tax payment dates during the tax year for a calendar year corporate taxpayer during with the Fiscal Yeartax year end of such Member. For the avoidance of doubt, except that and consistent with the preceding sentence, in the Fiscal Year in which the Flip Date occurs, the Tax Credits and taxable income income, gain, loss, credit or loss deduction allocated to the Class B Members for any periods prior to the Pre-Flip Period Date will be allocated ratably to each of the four estimated tax payment dates during the Fiscal Year, and the post-Flip Date amounts will be treated similarly. (iv) Tax savings United States federal income tax benefits and United States federal income tax detriment detriments will be calculated using a 35% the applicable United States federal income tax rate. State of Michigan income tax benefits and State of Michigan income tax detriments will be calculated using the effective State of Michigan income tax rate. (v) Each Class B Member will be treated as assumed to be able to fully and immediately use immediatelythe United States federal and State of Michigan income tax benefits it is allocated by the Company to offset any current or future United States federal and State of Michigan income tax or gain (including gain under Section 731(a) of the Code) allocated to it by the Company, subject to the same timing described in clause Section 4.8(c)(iii). (iiivi) In calculating depreciation for any Fiscal Quarter, the Manager will estimate the total depreciation for the applicable Fiscal Year and divide such amount by four (4), and fully the tax benefits it is allocated by the Company.