Common use of End-of-Year True Up Clause in Contracts

End-of-Year True Up. If the federal income Tax Return that the Company files for the Fiscal Year in which the Target Internal Rate of Return is treated as having been achieved suggests that the Target Internal Rate of Return was not achieved in the month the Company assumed for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect due to breach of a representation or covenant by Sponsor, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents) or the calculation assumptions and conventions in Section 6.5(c), then the Managing Member will recalculate when the Target Internal Rate of Return was achieved and send a new notice to the Members that will be subject to the same dispute resolution procedures in Section 11.11(b) as the original notice; provided that a disagreeing Member must notify the Managing Member of its disagreement with the revised calculation within sixty (60) calendar days after receipt. The Managing Member shall also calculate the shortfall in or excess Distributable Cash, in present-value terms using the Target Internal Rate of Return as the discount rate, that the Class A Member received as a consequence of the earlier miscalculation. The shortfall or excess will be grossed up (without duplication for any tax detriment taken into account in calculating when the Target Internal Rate of Return was reached) for income taxes payable thereon assuming an income tax rate equal to the Corporate Tax Rate, calculated by dividing such shortfall or excess by 100% minus such income tax rate (such shortfall or excess increased by the tax gross up, the “Cash Difference”). Once the revised calculation becomes final, the percentages in Section 6.1 will be adjusted to the maximum extent necessary to correct, on a present-value basis calculated at the Target Internal Rate of Return, the Cash Difference. The revised percentages will remain in effect until the Cash Difference has been eliminated.