Notice of Date. The Managing Member shall notify the Members in writing on or before the earlier of (i) fifteen (15) calendar days before the Calculation Date upon which the Managing Member expects the Class A Member to achieve the Target Internal Rate of Return and (ii) thirty (30) calendar days before making any liquidating distributions in connection with a liquidation of the Company under Section 10.1. The notice shall include the Tracking Model showing the Managing Member’s calculations and, in the case of a notice delivered in connection with a liquidation, the allocations and distributions that the Managing Member proposes to make to the Class A Member under Section 10.2 in light of the calculations.
Notice of Date. The Managing Member will notify the Class B Member in writing at least 10 Business Days before the Distribution Date following the month in which it believes the Class B Member achieved the Target IRR or at least 30 days before making any liquidating distributions, in connection with a liquidation of the Company pursuant to Section 10.1, if it believes the Class B Member will achieve the Target IRR as a consequence of the liquidating distributions. The notice will include the Tracking Model showing the Managing Member’s calculations and, in the case of a notice delivered in connection with a liquidation, the allocations and distributions that the Managing Member proposes to make to the Class B Member under Section 10.2 in light of the calculations. The Managing Member will make its advisers available to answer any questions about its calculations. If the Class B Member wishes to invoke the dispute resolution procedures in Section 11.11(b) to resolve any disagreements, then they must give notice to that effect to the Managing Member before the Distribution Date, in a case not involving liquidation of the Company, and within 30 days after receipt of notice from the Managing Member in a case involving liquidation.
Notice of Date. The Managing Member will cause the Manager to notify the Class B Members in writing (i) at least 10 Business Days before the Distribution Date following the month in which it concludes the Calculated Amount has equaled zero and the Flip Date occurred or (ii) at least 30 days before making any liquidating distributions, in connection with a liquidation of the Company pursuant to Section 10.1, if it concludes that the Calculated Amount will equal zero, as a consequence of the liquidating distributions. The notice will include the Tracking Model showing the Manager’s calculations and, in the case of a notice delivered in connection with a liquidation, the allocations and distributions that the Manager proposes to make to the Class B Members under Section 10.2 in light of the calculations. Concurrently with any notification described in clauses (i) and (ii) above, the Managing Member shall cause the Manager to provide the Class B Members with its calculation of the Flip Yield at that point. If the Class B Members holding a majority of the Class B Membership Interests wish to invoke the dispute resolution procedures in Section 12.11 to resolve any disagreements, then they must give notice to that effect to the Managing Member before the Distribution Date, in a case not involving liquidation of the Company, and within 30 days after receipt of notice from the Managing Member in a case involving liquidation.
Notice of Date. The Manager shall notify the Members in writing on or before the earlier of (i) fifteen (15) calendar days before the Distribution Date on which the Manager expects the Class B Members to achieve the Project Capital Recovery Date and Target Return and (ii) thirty (30) calendar days before making any liquidating distributions after a liquidation of the Company under Section 10.1 (or on such later date as the liquidation is ordered). The notice shall include the Tracking Accounts showing the Manager’s calculations of the Class B Members’ Internal Rate of Return (which calculations shall apply the methodology used in the applicable Project Pro Forma) and the allocations and distributions that the Manager proposes to make to the Class B Members on the Distribution Date in accordance with Section 6.1(a) or Section 10.2, as applicable, based on such calculations.
Notice of Date. The Manager shall notify the Members in writing (i) within forty five (45) days following the Fiscal Quarter in which it concludes the Calculated Amount has equaled zero and the Flip Date has occurred or (ii) at least thirty (30) days before making any liquidating distributions, in connection with a liquidation of the Company pursuant to Section 9.1, if it concludes that the Calculated Amount will equal zero, as a consequence of the liquidating distributions. The notice will include the Manager’s calculations and, in the case of a notice delivered in connection with a liquidation, the allocations and distributions that the Manager proposes to make to the Members under Section 9.1 in light of the calculation. Each Member shall have the right to confirm the Manager’s determination of when the Flip Date has occurred. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
