Covered Tax Year Deficiency Amount. Not later than September 30th of the year following each Covered Tax Year, the Administrative Member shall prepare and deliver to the Investor Member a report of the Tax Credits generated during the preceding Covered Tax Year as evidenced on the Company’s Schedule K-1 delivered to the Investor Member for such Covered Tax Year (“Covered Tax Year Report”). Each Covered Tax Year Report shall include a determination by the Administrative Member based on the Tax Credits allocated to the Investor Member with respect to such Covered Tax Year, whether there is a Covered Tax Year Deficiency Amount and, if a Covered Tax Year Deficiency Amount exists the Covered Tax Year Report shall include supporting calculations related to its determination, together with any back-up documentation that the Investor Member may reasonably require in order to verify the calculation (the “Covered Tax Year Deficiency Notice”). If the Administrative Member fails to cause the necessary Schedule K-1 to be timely prepared or otherwise fails to deliver to the Investor Member a complete Covered Tax Year Report by September 1 of the year following a Covered Tax Year, then the Tax Credits allocated to the Investor Member with respect to such year shall be deemed to be zero and the Covered Tax Year Deficiency Amount shall be the full amount of the Projected Tax Credits for such year. If there is a Covered Tax Year Deficiency Amount, the Administrative Member shall make a Mandatory Loan as described in Section 5.11 and shall cause the Company to distribute to the Investor Member the Covered Tax Year Deficiency Payment (or, alternatively, the Administrative Member, or MLCS may pay directly to the Investor Member an amount sufficient, on an After-Tax Basis, to pay the Covered Tax Year Deficiency Payment) within five (5) business days after the earlier of: (i) the issuance of the Covered Tax Year Deficiency Notice or (ii) September 1 of the year following the relevant Covered Tax Year, if no such Covered Tax Year Report has been delivered to the Investor Member. Failure to provide the Covered Tax Year Deficiency Notice shall not affect the foregoing obligation to distribute or pay the Covered Tax Year Deficiency Payment to the Investor Member.
Covered Tax Year Deficiency Amount. If, and when the Investor Member is entitled to a Covered Tax Year Deficiency Payment pursuant to Section 4.2B(i), the Administrative Member shall either (i) make a Mandatory Loan to the Company in the amount needed to enable the Company to distribute the Covered Tax Year Deficiency Payment and shall cause the Company to immediately make such distribution or, alternatively, (ii) pay directly to the Investor Member the amount (on an After-Tax Basis) needed for the Covered Tax Year Deficiency Payment. If the Investor Member has not received a distribution or payment in an amount equal to the Covered Tax Year Deficiency Payment by the date specified in Section 4.2B(i), the Investor Member shall have the right to provide the Administrative Member and MLCS a Notice of Default on the form set forth as Schedule F and make a demand for payment in accordance with the terms of the MLCS ISDA Master Agreement, provided that no delay in giving such notice shall affect the obligations of the Administrative Member pursuant to this Agreement.
