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

End-of-Year True Up. (i) Prior to filing the Tax Return for the Taxable Year which includes the Flip Date, the Manager shall compare the Tax Benefits and Tax Costs for the portion of the Taxable Year through the calendar month in which such Flip Date was determined to have occurred, as taken into account in the calculation of such Flip Date, with the Tax Benefits and Tax Costs for such period as determined using the amounts reflected in the Tax Return as proposed to be filed, other than to the extent of any difference in such calculation of the Flip Date and such amounts reflected in the Tax Returns as the result of the application of the provisions of Section 10.2(e) or the calculation assumptions and conventions in this Section 10.2. In the event of any difference (disregarding de minimis amounts) the Manager shall apply such adjustments ratably to the Tax Payment Dates for such Taxable Year and shall re-calculate the Trigger Percentage based upon the amounts reflected in such return and shall (A) adjust the Flip Date accordingly (including by advancing or retarding the Flip Date to a prior or subsequent calendar month), and (B) determine the difference (the “Cash Difference”) between the actual cash distribution to the Class A Members on the Distribution Date immediately following the month in which such Flip Date was originally determined to have occurred (and any subsequent Distribution Dates, if relevant) and the cash distribution which would have been made on such Distribution Date(s) based on the recalculated Trigger Percentage (it being acknowledged that any difference between the Tax Benefits and Tax Costs assumed to be allocable to the Class A Interest at the time such Flip Date was first determined and the amounts of such Tax Benefits and Tax Costs reflected in the allocations pursuant to the Tax Return actually filed has been reflected in the final determination of such Flip Date under this paragraph (i)). (ii) Upon becoming final pursuant to this Section 10.2(g), the Manager shall apply the adjusted Flip Date for all purposes of this Agreement. On the Distribution Date immediately following the calculation becoming final, the sharing percentages set forth in Section 4.2(a)(ii) and Section 5.1(a)(ii) shall be adjusted to the maximum extent necessary so as to correct the Cash Difference on a present value basis calculated at the Target IRR, which adjusted sharing percentages shall remain in effect until elimination of the Cash Difference. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

End-of-Year True Up. (iA) Prior to filing the Company’s Tax Return for the Taxable Year taxable year which includes the Flip DatePoint, the Manager Managing Member shall compare the Tax Benefits and Tax Costs for the portion of the Taxable Year taxable year through the calendar month in which such the Flip Date Point was determined to have occurred, as taken into account in the calculation of such the Flip DatePoint, with the Tax Benefits and Tax Costs for such period as determined using the amounts reflected in the Tax Return as proposed to be filed; provided, other than to the extent of any difference in such calculation of the Flip Date Point and such amounts reflected in the Tax Returns as is not the result of the application of inaccuracy of, or challenge to, the provisions of Section 10.2(e) or the calculation assumptions and conventions in this Section 10.2Fixed Tax Assumptions. In the event of any difference (disregarding de minimis amounts) ), the Manager shall apply such adjustments ratably to the Tax Payment Dates for such Taxable Year and Managing Member shall re-calculate the Trigger Percentage based upon the amounts reflected in such return return, and shall (Ai) adjust the Flip Date Point accordingly (including by advancing or retarding the Flip Date Point to a prior or subsequent calendar month), and (Bii) determine the difference (the “Cash Difference”) between the actual cash distribution to the Class A Members on the Distribution Date immediately following the month in which such the Flip Date Point was originally determined to have occurred (and any subsequent Distribution Dates, if relevant) and the cash distribution which that would have been made on such Distribution Date(s) based on the recalculated Trigger Percentage (it being acknowledged that any difference between the Tax Benefits and Tax Costs tax attributes assumed to be allocable to the Class A Interest Units at the time such the Flip Date Point was first determined and the amounts of such Tax Benefits and Tax Costs tax attributes reflected in the allocations pursuant to the Tax Return actually filed has will have been reflected in the final determination of such the Flip Date Point under this paragraph (iSection 5.06(b)(vi)). For the avoidance of doubt, any distribution pursuant to Section 5.02(d) shall not be excluded from the amount of the actual cash distribution and the amount of the cash distribution that would have been made based on the recalculated Trigger Percentage. (iiB) Provisions similar to those provided in Section 5.06(a)(ii) and (iv) shall apply for purposes of (x) advance notification of the Class A Members of the adjusted Flip Point and Cash Difference calculations referred to in Section 5.06(b)(vi)(A), and (y) rights of the Majority of Class A Members to challenge. (C) Upon becoming final pursuant to this Section 10.2(g5.06(b)(vi)(B), the Manager Managing Member shall apply the adjusted Flip Date Point for all purposes of this Agreement. On the Distribution Date immediately following the calculation becoming final, the sharing percentages set forth in Section 4.2(a)(iiSections 5.01(a)(ii) and Section 5.1(a)(ii5.02(c) shall be adjusted to the maximum extent necessary (subject to the limit that the aggregate sharing percentages for the Class A Members shall not be less than five percent (5.00%)) so as to correct the Cash Difference correct, on a present value basis calculated at the Target IRRFlip Rate, which adjusted the Cash Difference. Such change in sharing percentages shall remain in effect until elimination of until, and to the extent necessary, so that the Cash Difference shall have been eliminated. The change in sharing percentages is intended to, and is limited in amount and duration to the change necessary to, eliminate the Cash Difference. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

End-of-Year True Up. (i) Prior If the Class B Member achieves the Target Internal Rate of Return after the Target Flip Date, then prior to filing the Tax Return for the Taxable Tax Year which includes the Flip Date, the Manager Managing Member shall compare the Tax Benefits and Tax Costs PTC Amounts for the portion of the Taxable Tax Year through the calendar month in which such Flip Date was determined to have occurred, as taken into account in the calculation of such Flip Date, with the Tax Benefits and Tax Costs PTC Amounts for such period as determined using the amounts reflected in the Tax Return as proposed to be filed, other than to the extent of any difference in such calculation of the Flip Date and such amounts reflected in the Tax Returns as the result of the application of the provisions of Section 10.2(e7.11(c) or the calculation assumptions and conventions in this Section 10.27.11. In the event of any difference (disregarding de minimis amounts) the Manager Managing Member shall apply such adjustments ratably to the Estimated Tax Payment Dates for such Taxable Tax Year and shall re-calculate the Trigger Percentage based upon the amounts reflected in such return and shall (A) adjust the Flip Date accordingly (including by advancing or retarding the Flip Date to a prior or subsequent calendar month), and (B) determine the difference (the “Cash Difference”) between the actual cash distribution to the Class A B Members on the Distribution Date immediately following occurring in the month in which such Flip Date was originally determined to have occurred (and any subsequent Distribution Dates, if relevant) and the cash distribution which would have been made on such Distribution Date(s) based on the recalculated Trigger Percentage (it being acknowledged that any difference between the Tax Benefits and Tax Costs PTC Amounts assumed to be allocable to the Class A Interest B Interests at the time such Flip Date was first determined and the amounts of such Tax Benefits and Tax Costs PTC Amounts reflected in the allocations pursuant to the Tax Return actually filed has been reflected in the final determination of such Flip Date under this paragraph (i)). (ii) Provisions similar to those provided in Section 7.11 shall apply for purposes of advance notification to the Class B Members of the adjusted Flip Date and Cash Difference calculations referred to in paragraph (i), above, and the right of the Class B Members to challenge. (iii) Upon becoming final pursuant to this Section 10.2(g7.11(e), the Manager Managing Member shall apply the adjusted Flip Date for all purposes of this Agreement. On the Distribution Date immediately following the calculation becoming final, the sharing percentages set forth in Section 4.2(a)(ii5.1(c) and Section 5.1(a)(ii6.1(a)(iii) shall be adjusted to the maximum extent necessary (subject to the limit that the aggregate sharing percentages for the Class B Members shall not be less than five percent (5%) and the aggregate sharing percentages for the Class A Members shall not be less than one percent (1%)) so as to correct the Cash Difference on a present value basis calculated at the Target IRRInternal Rate of Return, which adjusted sharing percentages shall remain in effect until elimination of the Cash Difference. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

End-of-Year True Up. (i) Prior to filing the Tax Return for the Taxable Year which includes the Flip Date, the Manager shall compare the Tax Benefits and Tax Costs for the portion of the Taxable Year through the calendar month in which such Flip Date was determined to have occurred, as taken into account in the calculation of such Flip Date, with the Tax Benefits and Tax Costs for such period as determined using the amounts reflected in the Tax Return as proposed to be filed, other than to the extent of any difference in such calculation of the Flip Date and such amounts reflected in the Tax Returns as the result of the application of the provisions of Section 10.2(e) or the calculation assumptions and conventions in this Section 10.2. In the event of any difference (disregarding de minimis amounts) the Manager shall apply such adjustments ratably to the Tax Payment Dates for such Taxable Year and shall re-calculate the Trigger Percentage based upon the amounts reflected in such return and shall (A) adjust the Flip Date accordingly (including by advancing or retarding the Flip Date to a prior or subsequent calendar month), and (B) determine the difference (the “Cash Difference”) between the actual cash distribution to the Class A Members on the Distribution Date immediately following the month in which such Flip Date was originally determined to have occurred (and any subsequent Distribution Dates, if relevant) and the cash distribution which would have been made on such Distribution Date(s) based on the recalculated Trigger Percentage (it being acknowledged that any difference between the Tax Benefits and Tax Costs assumed to be allocable to the Class A Interest at the time such Flip Date was first determined and the amounts of such Tax Benefits and Tax Costs reflected in the allocations pursuant to the Tax Return actually filed has been reflected in the final determination of such Flip Date under this paragraph (i)). (ii) Upon becoming final pursuant to this Section 10.2(g), the Manager shall apply the adjusted Flip Date for all purposes of this Agreement. On the Distribution Date immediately following the calculation becoming final, the sharing percentages set forth in Section 4.2(a)(ii) and Section 5.1(a)(ii5.1(a)(iii) shall be adjusted to the maximum extent necessary so as to correct the Cash Difference on a present value basis calculated at the Target IRR, which adjusted sharing percentages shall remain in effect until elimination of the Cash Difference. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.