Common use of Requirement of Distributions Clause in Contracts

Requirement of Distributions. (a) Subject to the provisions of Section 5.3(b) and Section 10.2(d), distributions of assets and properties of the Company shall be made by the Company at such times as determined by the Managing Member in its sole discretion. Each distribution of cash or other property by the Company shall be made one hundred percent (100%) to the Members pro rata in accordance with each Member’s Percentage Interest. Distributions of cash shall be made to the Members by wire transfer or ACH to the account designated by the relevant Member. For purposes of the foregoing, if payments are made by or on behalf of the Company to a Member or an Affiliate thereof other than in respect of such Member’s Membership Interests (including in respect of indebtedness for borrowed money), then such payments shall not be considered a distribution for purposes of determining the allocation of a distribution pursuant to this Section 5.3(a). (b) Notwithstanding the foregoing: (i) The Managing Member shall cause Available Cash to be distributed on or prior to each April 15, June 15, September 15 and December 15 (or the next succeeding Business Day if such date falls on a date other than a Business Day) (each an “Estimated Tax Payment Date”), with respect to the taxable period related to each Estimated Tax Payment Date (each, an “Estimated Tax Period”), to each Member. Such distributions shall be made pro rata to each Member based on such Member’s pro rata share of the Tax Amount (taking into account such Member’s Percentage Interest); provided, that, a Member’s pro rata share of the Tax Amount will only be distributed to such Member to the extent that the aggregate amount previously distributed to such Member pursuant to Section 5.3(a) hereof or this Section 5.3(b)(i) in such Fiscal Year is less than the amount required to be distributed to such Member on such Estimated Tax Payment Date under this Section 5.3(b)(i); provided, further, that there will be an adjustment following each Fiscal year (but no later than one (1) day prior to the due date for payment of U.S. federal taxes by a corporation), and the Company shall distribute any additional amounts as necessary to make the amounts previously distributed to a Member pursuant to Section 5.3(a) hereof or this Section 5.3(b)(i) in such Fiscal Year equal such Member’s pro rata share of the

Requirement of Distributions. (a) Subject to the provisions of Section 5.3(b) and Section 10.2(d), distributions of assets and properties of the Company shall be made by the Company at such times as determined by the Managing Member in its sole discretion. Each distribution of cash or other property by the Company shall be made one hundred percent (100%) to the Members pro rata in accordance with each Member’s Percentage Interest. Distributions of cash shall be made to the Members by wire transfer or ACH to the account designated by the relevant Member. For purposes of the foregoing, if payments are made by or on behalf of the Company to a Member or an Affiliate thereof other than in respect of such Member’s Membership Interests (including in respect of indebtedness for borrowed money), then such payments shall not be considered a distribution for purposes of determining the allocation of a distribution pursuant to this Section 5.3(a). (b) Notwithstanding the foregoing: (i) The , the Managing Member shall cause Available Cash to be distributed on or at least five (5) days prior to each of April 15, June 15, September 15 and December 15 (or the next succeeding Business Day if such any other successor or substitute estimated tax payment date falls on a date other than a Business Dayapplicable to corporate taxpayers) (each an “Estimated Tax Payment Date”), with respect to the taxable period related to each Estimated Tax Payment Date (each, an “Estimated Tax Period”), to each Member. Such distributions shall be made pro rata to each Member based on such Member’s pro rata share of the Tax Amount (taking into account such Member’s Percentage InterestInterest as of the date of such applicable distribution pursuant to this Section 5.3(b)); provided, that, a Member’s pro rata share of the Tax Amount will only be distributed to such Member to the extent that the aggregate amount previously distributed to such Member pursuant to Section 5.3(a) hereof or this Section 5.3(b)(i5.3(b) in such Fiscal Year is less than the amount required to be distributed to such Member on such Estimated Tax Payment Date under this Section 5.3(b)(i5.3(b); provided, further, that there will be an adjustment following each Fiscal year Year (but no later than one (1) day prior to the due date for payment of U.S. federal taxes by a corporation), and the Company shall distribute any additional amounts as necessary to make the amounts previously distributed to a Member pursuant to Section 5.3(a) hereof or this Section 5.3(b)(i5.3(b) in such Fiscal Year equal such Member’s pro rata share of thethe Tax Amount (taking into account such Member’s Percentage Interest) attributable to such Fiscal Year. The “Tax Amount” calculated for the period beginning on the start of the Fiscal Year through the end of the applicable Estimated Tax Period is the Class A Member Tax Amount divided by the Percentage Interest attributable to the Class A Member as of the date of such applicable distribution pursuant to this Section 5.3(b). The “Class A Member Tax Amount” is the sum of (x)(i) the U.S. federal, state and local estimated aggregate taxable income of the Company allocated to the Class A Member for such Estimated Tax Period or such Fiscal Year (for the avoidance of doubt, including any adjustments under section 734 or 743 of the Code and any allocations of taxable income under section 704(c) of the Code), multiplied by (ii) the U.S. federal, state and local estimated effective tax rate of the Class A Member for such Fiscal Year and (y) such additional amounts the Managing Member reasonably determines in good faith is necessary to enable VEI to timely meet its payment obligations under the Tax Receivable Agreement.

Requirement of Distributions. (a) Subject to Section 4.1, Section 4.2, and Section 10.2(d) and Section 18-607 of the provisions Act, after the Effective Date, all Available Cash of the Company (as determined by the Board) at the end of each calendar quarter will be distributed by the Company to the Members within 30 days following the end of that calendar quarter under the terms of this Section 5.3(b5.3. Distributions of Distributed Property made from time to time will be made only with the approval of the Board or the Applicable Members and, subject to Section 4.1 and Section 10.2(d) and Section 18-607 of the Act, on determining the Agreed Value of the Distributed Property; provided that any distribution of Distributed Property will be made under the terms of this Section 5.3 as if the Distributed Property were cash or cash equivalents equal to the determination of the Agreed Value. Except as set forth in Section 3.12(e), Section 4.1, Section 4.2, and Section 10.2(d), distributions of assets and properties of the Company shall be made by the Company at such times as determined by the Managing Member in its sole discretion. Each distribution of cash or other property by the Company shall be made one hundred percent (100%) to the Members pro rata in accordance with each Member’s Percentage Interest. all Distributions of cash shall under this Agreement will be made to the Members as set forth in this Section 5.3 and shall be accompanied by wire transfer or ACH a notice to the account designated Members receiving such Distributions duly delivered pursuant to Section 13.12 identifying the characterization of such Distribution according to the Company’s accounting policy. Distributions will be made to the Members as follows: (a) First, until the Distributions to the Members have caused the Stage 1 Period to expire and terminate, Distributions to the Members will be made to the Members as follows: (i) an amount equal to the amount to be distributed under this Section 5.3(a) multiplied by the relevant MemberInvestor Sharing Percentage during the Stage 1 Period will be distributed to the Investor Members in accordance with their relative Investor Percentage Interests; and (ii) an amount equal to the amount to be distributed under this Section 5.3(a) multiplied by the UNT Sharing Percentage during the Stage 1 Period will be distributed to the UNT Members in accordance with their relative UNT Percentage Interests. For purposes Notwithstanding the preceding provisions of this Section 5.3(a), if a Distribution is to be made to the Members, and the Stage 1 Period will expire and terminate during and because of the foregoingeffectuation of that Distribution, if payments are made by or on behalf then all funds to be distributed over those required to achieve the expiration and termination of the Company to a Member or an Affiliate thereof other than in respect of such Member’s Membership Interests (including in respect of indebtedness for borrowed moneyStage 1 Period will be distributed under Section 5.3(b), then such payments shall not and all other funds in that Distribution before the expiration and termination of the Stage 1 Period will be considered a distribution for purposes of determining the allocation of a distribution pursuant to distributed under this Section 5.3(a). (b) Notwithstanding Second, following the foregoingthe expiration and termination of the Stage 1 Period and continuing until the aggregate Distributions to the Members have caused the Stage 2 Period to expire and terminate, all Distributions will be made to the Members as follows: (i) The Managing Member shall cause Available Cash an amount equal to the amount to be distributed on or prior to each April 15, June 15, September 15 and December 15 (or under this Section 5.3(b) multiplied by the next succeeding Business Day if such date falls on a date other than a Business Day) (each an “Estimated Tax Payment Date”), with respect to Investor Sharing Percentage in the taxable period related to each Estimated Tax Payment Date (each, an “Estimated Tax Period”), to each Member. Such distributions shall be made pro rata to each Member based on such Member’s pro rata share of the Tax Amount (taking into account such Member’s Percentage Interest); provided, that, a Member’s pro rata share of the Tax Amount Stage 2 Period will only be distributed to such Member the Investor Members under their relative Investor Percentage Interests; (ii) subject to Section 5.3(d), an amount equal to the extent amount to be distributed under this Section 5.3(b) multiplied by the UNT Sharing Percentage during the Stage 2 Period will be distributed to the UNT Members under their relative UNT Percentage Interests; and (iii) an amount equal to the amount to be distributed under this Section 5.3(b) multiplied by the Management Incentive Sharing Percentage will be distributed to the Management Members in accordance with their relative Management Incentive Percentage Interests. Notwithstanding the preceding provisions of this Section 5.3(b), if a Distribution is to be made to the Members, and the Stage 2 Period will expire and terminate during and because of the effectuation of that Distribution, then all funds to be distributed over those required to achieve the expiration and termination of the Stage 2 Period will be distributed under Section 5.3(c), and all other funds in that Distribution before the expiration and termination of the Stage 2 Period will be distributed under this Section 5.3(b). (c) Third, starting on the expiration and termination of the Stage 2 Period and continuing during the Stage 3 Period, all Distributions will be made to the Members as follows: (i) an amount equal to the amount to be distributed under this Section 5.3(c) multiplied by the Investor Sharing Percentage in the Stage 3 Period will be distributed to the Investor Members under their relative Investor Percentage Interests; (ii) subject to Section 5.3(d), an amount equal to the amount to be distributed under this Section 5.3(c) multiplied by the UNT Sharing Percentage during the Stage 3 Period will be distributed to the UNT Members under their relative UNT Percentage Interests; and (iii) an amount equal to the amount to be distributed under this Section 5.3(c) multiplied by the Management Incentive Sharing Percentage will be distributed to the Management Members in accordance with their relative Management Incentive Percentage Interests. (d) Notwithstanding anything herein to the contrary, if a Management Trigger Event has occured, amounts otherwise distributable to the UNT Members pursuant to Sections 5.3(b) and (c) and Section 10.2(d)(v) shall be reduced by the product of the applicable Management Backend Sharing Percentage multiplied by the aggregate amount previously distributed to such Member all Members pursuant to Section 5.3(a) hereof or this Section 5.3(b)(i) in Sections 5.3(a)-(c), and 10.2(d)(ii)-(v), and such Fiscal Year is less than the amount required to shall instead be distributed to such Member on such Estimated Tax Payment Date under this Section 5.3(b)(i); provided, further, that there will be an adjustment following each Fiscal year (but no later than one (1) day prior to the due date for payment of U.S. federal taxes by a corporation), and the Company shall distribute any additional amounts as necessary to make the amounts previously distributed to a Member pursuant to Section 5.3(a) hereof or this Section 5.3(b)(i) Management Members in such Fiscal Year equal such Member’s pro rata share of theaccordance with their Management Backend Percentage Interests.