Common use of Regular Distributions Clause in Contracts

Regular Distributions. Except with the Specified Approval of the Members, subject to Section 8.6(d) and Section 9.1(c), and in compliance with the terms of the DOE Loan, all Available Cash of the Company shall be distributed to the Members on a quarterly basis (within fifteen (15) Business Days following the commencement of each calendar quarter), or at such additional time or times as the Board of Directors determines, as follows: (i) first, in the event that any amount (A) under any GM Letter of Credit is drawn, to GM until such time as GM has received aggregate distributions equal to such drawn amount (and such distributions shall reduce the drawn amount thereunder) or (B) under any LAC Guarantee is called and paid by LAC, and (1) if no amount under any GM Letter of Credit has been drawn and remains outstanding, to LAC until such time as LAC has received aggregate distributions equal to (x) such called and paid amount, multiplied by (y) the Proportionate Interests of Members other than LAC and its Affiliates or (2) if both amounts under a LAC Guarantee have been called and paid and amounts under the GM Letter of Credit have been drawn and such amounts are outstanding, to LAC and GM pro rata in proportion to the amounts required to be paid to LAC and GM until such time as both LAC and GM have received aggregate distributions equal to such respective amounts (and with respect to such distributions to GM, shall reduce the drawn amount under the GM Letter of Credit); (ii) second, to LAC until LAC has received an amount equal to the Accrued Incentive Plan Costs and Accrued Management Costs, if any; (iii) third, only if such distribution is for the last calendar quarter of the calendar year, to LAC, an amount equal to the Net Incentive Plan Costs for such calendar year; provided, however, that in the event that there is not sufficient Available Cash to distribute an amount to LAC equal to the Net Incentive Plan Costs for such calendar year, the remainder of such Net Incentive Plan Costs shall be deemed to be Accrued Incentive Plan Costs in the immediately subsequent quarter for purposes of this Section 9.1(a); and (iv) thereafter, any remaining amount of Available Cash shall be distributed pro rata in proportion to their respective Proportionate Interests (subject to Section 3.6).

Regular Distributions. (a) The Board of Managers may, upon the recommendation of the Advisory Board, make distributions of cash. Except with the Specified Approval of the Membersrespect to Jet Charter Net Income, subject to Section 8.6(d) and Section 9.1(c), and in compliance with the terms of the DOE Loan, all Available Cash of the Company such cash distributions shall be distributed to the Members on a quarterly basis (within fifteen (15) Business Days following the commencement of each calendar quarter), or at such additional time or times as the Board of Directors determines, made as follows: (i) firstFirst, in 100% to the event that any amount (A) under any GM Letter holders of Credit is drawnthe Preferred Units, to GM until such time as GM has received aggregate distributions equal to such drawn amount (and such distributions shall reduce the drawn amount thereunder) or (B) under any LAC Guarantee is called and paid by LAC, and (1) if no amount under any GM Letter of Credit has been drawn and remains outstanding, to LAC until such time as LAC has received aggregate distributions equal to (x) such called and paid amount, multiplied by (y) the Proportionate Interests of Members other than LAC and its Affiliates or (2) if both amounts under a LAC Guarantee have been called and paid and amounts under the GM Letter of Credit have been drawn and such amounts are outstanding, to LAC and GM pro rata in proportion accordance with the number of Preferred Units held by each holder, until the aggregate distributions made to the amounts required holders of Preferred Units under this Section 7.5(a) and Section 7.4 equal 120% of their Capital Contributions to be paid to LAC and GM until such time as both LAC and GM have received aggregate distributions equal to such respective amounts (and with the Company made in respect to such distributions to GM, shall reduce of the drawn amount under the GM Letter of Credit)Preferred Units; (ii) secondSecond, 100% to LAC the holders of the Common Units, pro rata in accordance with the number of Common Units held by each holder, until LAC has the holders have received an amount aggregate distributions under this Section 7.5(b) and Section 7.4 in respect of each such Common Unit, equal to the Accrued Incentive Plan Costs amount per unit distributed in respect of each Preferred Unit under Section 7.5(a) and Accrued Management Costs, if any;Section 7.4; and (iii) thirdThereafter, only if such distribution is for the last calendar quarter to all of the calendar yearMembers in proportion to their Participating Percentages. Cash distributions with respect to Jet Charter Net Income shall be made to ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, pro rata in accordance with the number of Units held by each of them. (b) Subject to LACSection 7.5(c), an amount equal notwithstanding anything else to the Net Incentive Plan Costs for such calendar yearcontrary in this Agreement, no distributions other than Tax Distributions shall be made to a Class C Member in respect of an Unvested Class C Non-Voting Common Unit; provided, however, that any distributions that would otherwise be payable in respect of a Class C Non-Voting Common Unit had such Unit been a Vested Class C Non-Voting Common Unit at the event time of any distribution (such amount being a “Vesting Catch Up Amount”), such amounts shall be distributed to the other Members that there is not sufficient Available Cash are entitled to distribute an amount receive distributions in accordance with Section 7.5(a); provided further that once such Unit becomes a Vested Class C Non- Voting Common Unit, distributions otherwise payable to LAC the other Members that received a distribution of any Vesting Catch Up Amount shall be reduced by such amount, pro rata in accordance with the amounts so received by such other Members, and instead distributed to such newly Vested Class C Non-Voting Common Unit until aggregate distributions reallocated to such Class C Non-Voting Common Unit pursuant to this proviso are equal to the Net Incentive Plan Costs for aggregate amount of the Vesting Catch Up Amounts in respect of such calendar yearClass C Non-Voting Common Unit. (c) Notwithstanding anything to the contrary in this Agreement, a Class C Member shall not be entitled to any distribution, other than Tax Distributions, in respect of a Vested Class C Non- Voting Common Unit until the aggregate distributions to all other Members, who were Members immediately prior to the grant of such Vested Class C Non-Voting Common Unit, made pursuant to Section 7.5(a)(i), (ii), and (iii) are equal to the Threshold Amount, as determined in the Grant Agreement relating to such Vested Class C Non-Voting Common Unit, provided, however, that once such Vested Class C Non- Voting Common Unit is entitled to begin receiving distributions because aggregate distributions to other applicable Members are equal to the Threshold Amount with respect to such Vested Class C Non-Voting Common Unit, any distribution allocable to the Class A Member shall be reallocated and distributed to the holder of such Vested Class C Non-Voting Common Unit (a “Reallocation Catch Up Distribution”) until the aggregate amount of such Reallocation Catch Up Distributions, in respect of such Vested Class C Non- Voting Common Unit, is equal to the Participating Percentage attributable to such Vested Class C Non- Voting Common Unit multiplied by an amount equal to the difference of the Threshold Amount minus the Floor Amount, each such amount as determined in the Grant Agreement relating to such Vested Class C Non-Voting Common Unit. To the extent more than one Vested Class C Non-Voting Common Unit is entitled to a Reallocation Catch Up Distribution, the remainder amount otherwise payable to the Class A Member available for making Reallocation Catch Up Distributions shall be made among such Vested Class C Non- Vesting Common Units, pro rata, in accordance with the number of such Net Incentive Plan Costs shall be deemed Vested Class C Non-Vesting Common Units then entitled to be Accrued Incentive Plan Costs in the immediately subsequent quarter for purposes of this Section 9.1(a); and (iv) thereafter, any remaining amount of Available Cash shall be distributed pro rata in proportion to their respective Proportionate Interests (subject to Section 3.6)a Reallocation Catch Up Distribution.

Regular Distributions. Except On each Payment Date, so long as no Default Notice has been delivered to the Trustee and no Acceleration Default shall have occurred, after the withdrawals and transfers provided for in Section 3.08 have been made, the Cash Manager shall distribute from, or direct the Trustee in writing to do the same, in each case in accordance with the Specified Approval Payment Date Schedule, the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid in full. All payments of the Members, subject Available Collections to be made to the Note Accounts pursuant to this Section 8.6(d) and Section 9.1(c), and in compliance with the terms of the DOE Loan, all Available Cash of the Company 3.09 shall be distributed made through a direct transfer of funds to the Members on a quarterly basis (within fifteen (15) Business Days following the commencement applicable Note Account with respect to such subclass of each calendar quarter), or at such additional time or times as the Board of Directors determines, as follows:Notes. (i) firstto the Expense Account, the Required Expense Amount, for payment of Expenses (including, without limitation, any amount payable by any Issuer Group Member to any Lessee pursuant to a Lease, and all Service Provider Fees other than the Servicer Incentive Fee, but excluding the portion of any Maintenance and Modification Expenses funded from the Maintenance Reserve Account and excluding any Liquidity Facility Advance Obligations) that are due and payable or reimbursable on such Payment Date and included in the event that any amount (A) under any GM Letter of Credit is drawnRequired Expense Amount for such Payment Date, with the balance to GM until such time as GM has received aggregate distributions be retained in the Expense Account to the extent necessary for the Balance in the Expense Account to be equal to such drawn amount (and such distributions shall reduce the drawn amount thereunder) or (B) under any LAC Guarantee is called and paid by LAC, and (1) if no amount under any GM Letter of Credit has been drawn and remains outstanding, to LAC until such time as LAC has received aggregate distributions equal to (x) such called and paid amount, multiplied by (y) the Proportionate Interests of Members other than LAC and its Affiliates or (2) if both amounts under a LAC Guarantee have been called and paid and amounts under the GM Letter of Credit have been drawn and such amounts are outstanding, to LAC and GM pro rata in proportion to the amounts required to be paid to LAC and GM until such time as both LAC and GM have received aggregate distributions equal to such respective amounts (and with respect to such distributions to GM, shall reduce the drawn amount under the GM Letter of Credit)Required Expense Reserve; (ii) in no order of priority inter se, but pro rata, (A) to the Note Account for the Class A Notes, the Interest Amount on such Class A Notes (other than the Step-Up Amount); and (B) pro rata, to any Hedge Provider, an amount equal to any Hedge Payment (other than any Subordinated Hedge Payment) due from any Issuer Group Member pursuant to any Hedge Agreement, less the amount of any Liquidity Facility Drawing, if any, in respect of the Interest Amount due on such subclass of Notes paid on or before such Payment Date by the Liquidity Facility Provider under the Liquidity Facility; (iii) to the Note Account for the Class B Notes, the Interest Amount on the Class B Notes (other than the Step-Up Amount), less the amount of any Liquidity Facility Drawing, if any, in respect of the Interest Amount due on such subclass of Notes paid on or before such Payment Date by the Liquidity Facility Provider under the Liquidity Facility; (iv) in no order of priority inter se, but pro rata, (A) to the Liquidity Facility Reserve Account, such amount so that the amount on deposit in such Account is equal to the Required Amount therefore and (B) to the Liquidity Facility Provider, first, to pay any accrued and unpaid interest on any Liquidity Facility Advance Obligations (at the rate, or in the amount, provided in the Liquidity Facility), and second, to LAC until LAC has received pay or reimburse the Liquidity Facility Provider in an amount equal to the Accrued Incentive Plan Costs and Accrued Management Costs, if anyamount of all other Liquidity Facility Advance Obligations then due under the Liquidity Facility; (iiiv) third, only if such distribution is for to the last calendar quarter of the calendar year, to LACMaintenance Reserve Account, an amount equal to the Net Incentive Plan Costs Required Maintenance Reserve Amount, if applicable; provided, however, if the Lessee Maintenance Reserve Threshold exists, then only an amount up to the Collected Maintenance Amount shall be deposited into the Maintenance Reserve Account; (vi) to the Note Account for the Class A Notes, an amount equal to the Scheduled Principal Payment Amount of the Class A Notes; (vii) to the Note Account for the Class B Notes, an amount equal to the Scheduled Principal Payment Amount of the Class B Notes; (viii) to the Note Accounts for the Class A Notes and the Class B Notes, an amount equal to the Aircraft Event Shortfall (if any) allocated between the Class A Notes and Class B Notes, respectively in proportion to the Disposition Premium owed on the Class A Notes and Class B Notes, respectively, in respect of the Aircraft Disposition or Undelivered Initial Aircraft Event related to such calendar yearAircraft Event Shortfall (provided that, to the extent no such Disposition Premium is payable, then allocated between the Class A Notes and Class B Notes, respectively in proportion to the then aggregate Outstanding Principal Balance of the Class A Notes and Class B Notes, respectively); (ix) to the Maintenance Reserve Account, an amount equal to the portion of the Required Maintenance Reserve Amount not deposited pursuant to clause (v) above; provided, however, that no more than 50% of the remaining Available Collections (after giving effect to payment in full of all amounts under clauses (i) through (viii) above) on such Payment Date will be so deposited into the event that there Maintenance Reserve Account; (x) if a DSCR Cash Trap Event has occurred and is not sufficient Available continuing, but no Rapid Amortization Event has occurred and is continuing and no DSCR Cash Trap Release has occurred on such Payment Date, to distribute the DSCR Cash Trap Account, all remaining amounts; (xi) if a Rapid Amortization Event has occurred and is continuing or a DSCR Cash Trap Release has occurred on such Payment Date, to the Note Account for the Class A Notes, an amount to LAC equal to the Net Incentive Plan Costs Outstanding Principal Balance of such Notes; provided, that, if only a DSCR Cash Trap Release (but no Rapid Amortization Event) has occurred on such Payment Date, no more than the amount of cash (if any) released from the DSCR Cash Trap Account pursuant to Section 3.08(e) on such Payment Date (after giving effect to payment in full of all amounts under clauses (i) through (x) above) will be so deposited into the Note Account for the Class A Notes; (xii) if a Rapid Amortization Event has occurred and is continuing or a DSCR Cash Trap Release has occurred on such calendar yearPayment Date, to the Note Account for the Class B Notes, an amount equal to the Outstanding Principal Balance of such Notes; provided, that, if only a DSCR Cash Trap Release (but no Rapid Amortization Event) has occurred on such Payment Date, no more than the amount of cash (if any) released from the DSCR Cash Trap Account pursuant to Section 3.08(e) on such Payment Date (after giving effect to payment in full of all amounts under clauses (i) through (xi) above) will be so deposited into the Note Account for the Class B Notes; (xiii) to pay any unreimbursed advances to the Servicer and any Excess Indemnification Amounts under the Servicing Agreement to the applicable party; (xiv) to the Hedge Providers, pro rata inter se, the remainder of such Net Subordinated Hedge Payments; (xv) from and after the Scheduled Final Payment Date with respect to the Initial Class A Notes and the Initial Class B Notes, to the Note Account for the Class A Notes, the Step-Up Amount; (xvi) from and after the Scheduled Final Payment Date with respect to the Initial Class A Notes and the Initial Class B Notes, to the Note Account for the Class B Notes, the Step-Up Amount; (xvii) to the Servicer, the accrued Servicer Incentive Plan Costs shall be deemed Fee Interest; (xviii) to be Accrued the Servicer, the Servicer Incentive Plan Costs in Fee; (xix) to pay Special Indemnity Payments (including any Excess Indemnification Amounts not covered by clause (xiii) above) to the immediately subsequent quarter for purposes of this Section 9.1(a)applicable party pro rata; and (ivxx) thereafterto the Note Account for the Class E Notes, any all remaining amount of Available Cash shall be distributed pro rata in proportion to their respective Proportionate Interests (subject to Section 3.6)amounts.

Regular Distributions. Except with the Specified Approval of the MembersMembers or pursuant to Section 3.1(b), subject to Section 8.6(d) and Section 9.1(c), and in compliance with the terms of the DOE Loan, all Available Cash of the Company shall be distributed to the Members on a quarterly basis (within fifteen (15) Business Days following the commencement of each calendar quarter), or at such additional time or times as the Board of Directors determines, as follows: (i) first, in the event that any amount (A) under any GM Letter of Credit is drawn, to GM until such time as GM has received aggregate distributions equal to such drawn amount (and such distributions shall reduce the drawn amount thereunder) or (B) under any LAC Guarantee is called and paid by LAC, and (1) if no amount under any GM Letter of Credit has been drawn and remains outstanding, to LAC until such time as LAC has received aggregate distributions equal to (x) such called and paid amount, multiplied by (y) the Proportionate Interests of Members other than LAC and its Affiliates or (2) if both amounts under a LAC Guarantee have been called and paid and amounts under the GM Letter of Credit have been drawn and such amounts are outstanding, to LAC and GM pro rata in proportion to the amounts required to be paid to LAC and GM until such time as both LAC and GM have received aggregate distributions equal to such respective amounts (and with respect to such distributions to GM, shall reduce the drawn amount under the GM Letter of Credit); (ii) second, to LAC until LAC has received an amount equal to the Accrued Incentive Plan Costs and Accrued Management Costs, if any; (iii) third, only if such distribution is for the last calendar quarter of the calendar year, to LAC, an amount equal to the Net Incentive Plan Costs for such calendar year; provided, however, that in the event that there is not sufficient Available Cash to distribute an amount to LAC equal to the Net Incentive Plan Costs for such calendar year, the remainder of such Net Incentive Plan Costs shall be deemed to be Accrued Incentive Plan Costs in the immediately subsequent quarter for purposes of this Section 9.1(a); and (iv) thereafter, any remaining amount of Available Cash shall be distributed pro rata in proportion to their respective Proportionate Interests (subject to Section 3.6)Interests.

Regular Distributions. Except with the Specified Approval of the MembersMembers or pursuant to Section 3.1(b), subject to Section 8.6(d) and Section 9.1(c), and in compliance with the terms of the DOE Loan, all Available Cash of the Company shall be distributed to the Members on a quarterly basis (within fifteen (15) Business Days following the commencement of each calendar quarter), or at such additional time or times as the Board of Directors determines, as follows: (i) first, in the event that any amount (A) under any GM Letter of Credit is drawn, to GM until such time as GM has received aggregate distributions equal to such drawn amount (and such distributions shall reduce the drawn amount thereunder) or (B) under any LAC Guarantee is called and paid by LAC, and (1) if no amount under any GM Letter of Credit has been drawn and remains outstanding, to LAC until such time as LAC has received aggregate distributions equal to (x) such called and paid amount, multiplied by (y) the Proportionate Interests of Members other than LAC and its Affiliates or (2) if both amounts under a LAC Guarantee have been called and paid and amounts under the GM Letter of Credit have been drawn and such amounts are outstanding, to LAC and GM pro rata in proportion to the amounts required to be paid to LAC and GM until such time as both LAC and GM have received aggregate distributions equal to such respective amounts (and with respect to such distributions to GM, shall reduce the drawn amount under the GM Letter of Credit); (ii) second, to LAC until LAC has received an amount equal to the Accrued Incentive Plan Costs and Accrued Management Costs, if any; (iii) third, only if such distribution is for the last calendar quarter of the calendar year, to LAC, an amount equal to the Net Incentive Plan Costs for such calendar year; provided, however, that in the event that there is not sufficient Available Cash to distribute an amount to LAC equal to the Net Incentive Plan Costs for such calendar year, the remainder of such Net Incentive Plan Costs shall be deemed to be Accrued Incentive Plan Costs in the immediately subsequent quarter for purposes of this Section 9.1(a); andand Limited Liability Company Agreement of Lithium Nevada Ventures LLC: Page 42 (iv) thereafter, any remaining amount of Available Cash shall be distributed pro rata in proportion to their respective Proportionate Interests (subject to Section 3.6)Interests.