Common use of Monthly Calculation; Liquidation Calculation Clause in Contracts

Monthly Calculation; Liquidation Calculation. (i) After the end of each calendar month and prior to the Distribution Date for such month, the Managing Member shall determine in good faith whether a calculation as of such Distribution Date is necessary in order for the Managing Member to conclude whether the Flip Point has occurred during the preceding calendar month. If the Managing Member (i) determines that no calculation is necessary, or (ii) determines after calculation in the manner described in this Section 5.06(a) that the Flip Point has not occurred during such month, then on the Distribution Date the Managing Member shall so notify the Members. (ii) If the Managing Member calculates, in the manner provided in this Section 5.06, that the Flip Point has occurred during a calendar month, then no less than thirty (30) Days prior to the Distribution Date, the Managing Member shall provide such calculation to the Class A Members in the form of the Tracking Model attached hereto as Exhibit F (the “Tracking Model”) and prepared in accordance with the calculation rules and conventions of this Section 5.06, specifying the Flip Point, the portion of the Distributable Cash which is to be distributed in accordance with Sections 5.02(a) and 5.02(b), the portion of the Distributable Cash which is to be distributed in accordance with Section 5.02(c), the portion of the tax attributes of the Company which are to be allocated under Section 5.01(a)(i), and the portion to be allocated under Section 5.01(a)(ii), as applicable (iii) Prior to making any liquidating distribution pursuant to Section 12.02(a)(vi), the Managing Member shall make a calculation, in the manner described in this Section 5.06, as to whether the Flip Point will occur in connection with the liquidation of the Company. No less than thirty (30) Days prior to making such distribution, the Managing Member shall provide such calculation to the Class A Members in the form of the Tracking Model attached hereto as Exhibit F and prepared in accordance with the calculation rules and conventions of this Section 5.06, specifying the Flip Point (or stating that the Managing Member has concluded that it will not occur), the portion of the Liquidation Proceeds which is to be distributed to each Member in accordance with Section 12.02(a)(vi), and the proportions in which the tax attributes of the Company for the Allocation Year in which the liquidation occurs are to be allocated in accordance with Sections 12.02(a)(iv) and 12.02(a)(v). (iv) In the event that no objection to a calculation provided to the Class A Members under Section 5.06(a)(ii) or Section 5.06(a)(iii) is received by the Managing Member from the Majority of Class A Members at least five (5) Days prior to the Distribution Date or the Liquidation Date, as the case may be, then the Flip Point shall be deemed to have occurred as specified in such calculation (subject to adjustment for the Curative Flip Allocation under Section 5.06(b)(vii)) and the distribution of Distributable Cash or Liquidation Proceeds, and the allocation of tax attributes for the applicable taxable period, shall be made in the manner specified in such calculation. In the event that such an objection is received by the Managing Member, then the determination of the Flip Point and the making of the distribution (and all subsequent distributions of Distributable Cash or Liquidation Proceeds) shall be suspended until the Flip Point and the allocation of distributions and allocation of tax attributes is finally determined under the dispute resolution procedures set forth in Section 11.03.

Monthly Calculation; Liquidation Calculation. (i) After If a final determination that the Flip Point has occurred has not previously been made under this Section 5.03, then within ten (10) Business Days after the end of each calendar month and prior to the Distribution Date for such month, the Managing Member Administrator shall determine in good faith whether a calculation as of the date of any distribution for such Distribution Date month is necessary in order for the Managing Member Administrator to conclude whether the Flip Point has occurred during the preceding calendar such month. If the Managing Member Administrator (i1) determines that no calculation is necessary, or (ii2) determines after calculation in the manner described in this Section 5.06(a) 5.04 that the Flip Point has not occurred during such month, then on distributions of Distributable Cash shall be made in accordance with Section 5.01 and allocations of tax attributes of the Distribution Date the Managing Member Company shall so notify the Membersbe made in accordance with Section 5.03(a) and Section 5.03(b), as applicable. (ii) If the Managing Member Administrator calculates, in the manner provided in this Section 5.065.03, that the Flip Point has occurred during a calendar month, then no less than thirty ten (3010) Business Days prior to the Distribution Datemaking a distribution for such month, the Managing Member Administrator shall provide such calculation to the Class A Members in the form of the Tracking Model attached hereto as Exhibit F (the “Tracking Model”) and prepared in accordance with the calculation rules and conventions of this Section 5.065.03, specifying the Flip Point, Point and the portion of the Distributable Cash which is to be distributed in accordance with Sections 5.02(a) and 5.02(b), the portion of the Distributable Cash which is to be distributed each Member in accordance with Section 5.02(c), 5.01 and the portion of the tax attributes of the Company which are to be allocated under Section 5.01(a)(i5.02(a) and Section 5.02(b), and the portion to be allocated under Section 5.01(a)(ii), as applicablerespectively. (iii) Prior to making any liquidating distribution pursuant to Section 12.02(a)(vi)9.02 of this Agreement, the Managing Member Administrator shall make a calculation, in the manner described in this Section 5.065.03, as to whether the Flip Point will occur in connection with the liquidation of the Company. No less than thirty ten (3010) Business Days prior to making such distribution, the Managing Member Administrator shall provide such calculation to the Class A Members in the form of the Tracking Model attached hereto as Exhibit F and prepared in accordance with the calculation rules and conventions of this Section 5.065.03, specifying the Flip Point (or stating that the Managing Member Administrator has concluded that it will not occur), ) and the portion of the Liquidation Proceeds liquidation proceeds which is to be distributed to each Member in accordance with Section 12.02(a)(vi)9.02, and the proportions in which the tax attributes of the Company for the Allocation Year taxable period in which the liquidation occurs are to be allocated in accordance with Sections 12.02(a)(ivSection 5.02(a) and 12.02(a)(vSection 5.02(b). If the Administrator determines that the Flip Point has not so occurred pursuant to the two immediately preceding sentences, then distributions of liquidation proceeds shall be made in accordance with Section 9.02, and allocations of tax attributes of the Company shall be made in accordance with Section 5.02(a) and Section 5.02(b), as applicable. (iv) In the event that no objection to a calculation provided to the Class A Members under Section 5.06(a)(ii5.03(a)(ii) or Section 5.06(a)(iii5.03(a)(iii) is received by the Managing Administrator from any Member from the Majority of Class A Members at least five (5) Days immediately prior to the Distribution Date or the Liquidation Date, as the case may beapplicable date of distribution, then the Flip Point shall be deemed to have occurred as specified in such calculation (subject to adjustment for the Curative Flip Allocation under Section 5.06(b)(vii)) and the distribution of Distributable Cash or Liquidation Proceeds, liquidation proceeds and the allocation of tax attributes for the applicable taxable period, shall be made in the manner specified in by such calculation. In the event that such an objection is received by the Managing MemberAdministrator, then the determination of the Flip Point and the making of the distribution (and all subsequent distributions of Distributable Cash or Liquidation Proceedsliquidation proceeds) shall be suspended until the Flip Point and the allocation of distributions and allocation allocations of tax attributes attributor is finally determined under the dispute resolution procedures set forth in Section 11.035.03(c). (v) Requirements of LLC/Partnership Flip Structure are attached hereto as Exhibit G IRS Safe Harbor Provisions

Monthly Calculation; Liquidation Calculation. (i) After If a final determination that the Flip Point has occurred has not previously been made under this Section 5.04, then within ten (10) Business Days after the end of each calendar month and prior to the Distribution Date for such month, the Managing Member Administrator shall determine in good faith whether a calculation as of the date of any distribution for such Distribution Date month is necessary in order for the Managing Member Administrator to conclude whether the Flip Point has occurred during the preceding calendar such month. If the Managing Member Administrator (i1) determines that no calculation is necessary, or (ii2) determines after calculation in the manner described in this Section 5.06(a) 5.04 that the Flip Point has not occurred during such month, then on distributions of Distributable Cash shall be made in accordance with Section 5.01 and allocations of tax attributes of the Distribution Date the Managing Member Company shall so notify the Membersbe made in accordance with Section 5.03(a) and Section 5.03(b), as applicable. (ii) If the Managing Member Administrator calculates, in the manner provided in this Section 5.065.04, that the Flip Point has occurred during a calendar month, then no less than thirty ten (3010) Business Days prior to the Distribution Datemaking a distribution for such month, the Managing Member Administrator shall provide such calculation to the Class A Members in the form of the Tracking Model attached hereto as Exhibit F (the “Tracking Model”) and prepared in accordance with the calculation rules and conventions of this Section 5.065.04, specifying the Flip Point, Point and the portion of the Distributable Cash which is to be distributed in accordance with Sections 5.02(a) and 5.02(b), the portion of the Distributable Cash which is to be distributed each Member in accordance with Section 5.02(c), 5.01 and the portion of the tax attributes of the Company which are to be allocated under Section 5.01(a)(i5.03(a) and Section 5.03(b), and the portion to be allocated under Section 5.01(a)(ii), as applicablerespectively. (iii) Prior to making any liquidating distribution pursuant to Section 12.02(a)(vi)9.02 of this Agreement, the Managing Member Administrator shall make a calculation, in the manner described in this Section 5.065.04, as to whether the Flip Point will occur in connection with the liquidation of the Company. No less than thirty ten (3010) Business Days prior to making such distribution, the Managing Member Administrator shall provide such calculation to the Class A Members in the form of the Tracking Model attached hereto as Exhibit F and prepared in accordance with the calculation rules and conventions of this Section 5.065.04, specifying the Flip Point (or stating that the Managing Member Administrator has concluded that it will not occur), ) and the portion of the Liquidation Proceeds liquidation proceeds which is to be distributed to each Member in accordance with Section 12.02(a)(vi)9.02, and the proportions in which the tax attributes of the Company for the Allocation Year taxable period in which the liquidation occurs are to be allocated in accordance with Sections 12.02(a)(ivSection 5.03(a) and 12.02(a)(vSection 5.03(b). If the Administrator determines that the Flip Point has not so occurred pursuant to the two immediately preceding sentences, then distributions of liquidation proceeds shall be made in accordance with Section 9.02, and allocations of tax attributes of the Company shall be made in accordance with Section 5.03(a) and Section 5.03(b), as applicable. (iv) In the event that no objection to a calculation provided to the Class A Members under Section 5.06(a)(ii5.04(a)(ii) or Section 5.06(a)(iii5.04(a)(iii) is received by the Managing Administrator from any Member from the Majority of Class A Members at least five (5) Days immediately prior to the Distribution Date or the Liquidation Date, as the case may beapplicable date of distribution, then the Flip Point shall be deemed to have occurred as specified in such calculation (subject to adjustment for the Curative Flip Allocation under Section 5.06(b)(vii)) and the distribution of Distributable Cash or Liquidation Proceeds, liquidation proceeds and the allocation of tax attributes for the applicable taxable period, shall be made in the manner specified in by such calculation. In the event that such an objection is received by the Managing MemberAdministrator, then the determination of the Flip Point and the making of the distribution (and all subsequent distributions of Distributable Cash or Liquidation Proceedsliquidation proceeds) shall be suspended until the Flip Point and the allocation of distributions and allocation allocations of tax attributes attributor is finally determined under the dispute resolution procedures set forth in Section 11.035.04(c).