Common use of Tax Distributions Clause in Contracts

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager Board of Managers deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesSubsidiaries and to prevent their insolvency (such limitations, the “Liquidity Limitations”), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates that allow for which individuals or corporations (whichever is earlier) are required to make timely payment of quarterly estimated tax payments for U.S. federal income tax purposespurposes by both individuals and corporations, as determined by the Board of Managers) (each, a “Quarterly Tax Distribution”); provided that, provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the current Fiscal Year through the end of the relevant based on four equal quarterly periodinstallments, which may be adjusted for updated quarterly estimations. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such MemberMember (subject to the Liquidity Limitations). For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year.

Tax Distributions. (i) With respect to each Fiscal Taxable Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates for which corporations or individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other datedate as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to (i) any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to money (ii) the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, and (iii) Section 4.01(b)(viii), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member.

Tax Distributions. (i) With respect to each Fiscal Year, to Year or portion thereof ending after the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesEffective Date, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and an amount to the extent of, ensure that each such Member receives a distribution at least equal to such Member’s Assumed Tax Liability, if any, with respect to the relevant taxable period to which the distribution relates. Tax Distributions pursuant to this Section 4.01(b)(i4.1(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year.

Tax Distributions. (i) With respect to each Fiscal YearSo long as the Company is treated as a partnership for U.S. federal income tax purposes, to the extent that funds of the Company has are or may be available cash for distribution by the Company under the Delaware Act and subject to without violation of applicable law or any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed moneyparty, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, with respect to each Taxable Year, the Company shallshall make Distributions to each Unitholder in an amount of cash (each, to the extent permitted by applicable Law, make cash distributions (a “Tax DistributionsDistribution”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i4.1(a)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members Unitholders on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member Unitholder received for such Fiscal Year based on such final accounting shall promptly be distributed to such MemberUnitholder.

Tax Distributions. (i) With respect to each Fiscal Taxable Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to before each April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates for which corporations or individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other datedate as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions.

Tax Distributions. (i) With respect to each Fiscal Year, Notwithstanding any other provision of this Section 5.03 to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shallcontrary, to the extent permitted by applicable LawApplicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Board, the Company, subject to availability of sufficient cash, shall make quarterly cash distributions (“Tax Distributions”by wire transfer of immediately available funds pursuant to this Section 5.03(e) to each Economic Member pro rata, in accordance with the Member’s Economic Percentage Interest, at least two Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, until each Member has received an amount at least equal to its Assumed Tax Liability, if any, less the amounts previously distributed under Section 5.03 in the then-current taxable year (or portion thereof); provided that none of the Company, the Board or any Manager, officer or employee of the Company shall have any liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with, with this Section 5.03(e) and to the extent of, such Member’s Assumed Tax Liability is determined as provided in the definition of Assumed Tax Liability. For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Economic Percentage Interests, notwithstanding the differing actual tax liabilities of such Members. If, on a Tax Distribution date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Tax Distributions pursuant to this Section 4.01(b)(i5.03(e) shall be estimated by made to the Company on a quarterly basis and, Members to the extent feasible, shall be distributed of available funds in proportion to the Members on a quarterly basis on or prior amounts that would be otherwise distributable under this Section 5.03(e), and the Company shall make future Tax Distributions as soon as funds become available sufficient to April 15th, June 15th, September 15th and January 15th (pay the remaining portion of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for to which such Fiscal Year based on such final accounting shall promptly be distributed to such MemberMembers are otherwise entitled.

Tax Distributions. (i) With respect to each Fiscal Year, to To the extent the Company has available cash for distribution Distributable Cash that may lawfully be distributed by the Company under the Delaware LLC Act and subject to any applicable agreement to which the Company or any of its Subsidiaries subsidiaries is a party governing the terms of third party indebtedness for borrowed money, money and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager Board deems necessary or desirable in its sole discretion with respect to the reasonable business needs and obligations of the Company or any of its SubsidiariesCompany, the Board will cause the Company shallto make, to the extent permitted by applicable Lawon an annual basis or more frequently, make cash distributions (“Tax Distributions”) a distribution to each Member in accordance with, and equal to the extent of, such Member’s Assumed Tax LiabilityDistribution for each Fiscal Year. The “Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated Distribution” for a Member for a Fiscal Year is such Member’s Percentage Interests of the aggregate amount determined by the Company on a quarterly basis and, Board to be sufficient to at least equal the amount of the Members’ aggregate federal and state income taxes with respect to the extent feasibleCompany’s net taxable income and gain for such fiscal period, shall be distributed determined by assuming (without regard to any Members’ actual tax liability) that such income or gain, as applicable, is taxable at a combined effective federal and state income tax rate reflecting the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (deductibility of the succeeding year) (or such other dates state income taxes for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (eachpurposes and by using for all Members the highest marginal federal and state income tax rate then in effect for any Member for the type of income taking into account available deductions and allowances with respect to the income and taking into account all previous allocations of Profits and Losses pursuant to Section 9.2, a “Quarterly Tax Distribution”)such that such Member shall receive an amount anticipated to be equal to the taxes for which such Member is liable with respect to the cumulative amount of net Profits which have been allocated to him, providedher or it, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly less all prior Tax Distributions shall take into account made under this Section 10.3. For purposes of applying this Section 10.3, the estimated taxable income or loss Board may treat a distribution made by the sixtieth day following the end of the Company for a Fiscal Year as occurring during such Fiscal Year (and not the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Memberwhich it was in fact made).

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions out of Distributable Cash (“Tax Distributions”) pro rata to the Members in an amount sufficient so that each Member receives Tax Distributions in accordance with, and to an amount no less than the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year, provided, however, that this sentence shall nonetheless be subject to Section 4.01(b)(ii). For the avoidance of doubt, no Tax Distribution shall be made with respect to any salary, bonuses, compensation for personal services or guaranteed payments made to any Member or in connection with the dissolution of the Company.

Tax Distributions. (i) With respect to each Fiscal Year, to Year or portion thereof ending after the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations closing date of the Company or any of its SubsidiariesIPO, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i4.1(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year.

Tax Distributions. a. The Company shall, on April 10, June 10, September 10, and December 10 of each Fiscal Year and so long as the Company is treated as a partnership for federal income tax purposes, distribute to each Member out of available cash, but only to the extent that such cash is available without borrowing monies and to the extent deemed appropriate by the Board, an amount of cash (a “Tax Distribution”) that in the estimation of the Board is equal to, if positive, (i) With the amount of the taxable income allocable to such Member in respect to each of such Fiscal Year, Year that is apportionable to the extent the Company has available cash for distribution applicable Tax Estimation Period (as estimated by the Company under Board), multiplied by (ii) the Delaware Act and subject to any applicable agreement to which the Company Assumed Tax Rate or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds lower rate as the Manager deems necessary or desirable Board in its sole discretion with respect determines appropriate at any time, which lower rate shall apply, for the avoidance of doubt, to all Members’ Tax Distributions for such period. Additionally, in the event that based on the Company’s tax returns the Board determines that a Member’s allocable share of taxable income computed for any Taxable Year is (A) more than the amount used for purposes of computing such Member’s Tax Distributions for such Taxable Year pursuant to the reasonable needs and obligations of the Company or any of its Subsidiariesprevious sentence, the Company shall, shall distribute to such Member within three months after the extent permitted end of that Taxable Year an amount equal to (i) such excess multiplied by applicable Law, make cash distributions (“ii) the Assumed Tax Distributions”Rate for the last Tax Estimation Period during that calendar year or (B) to each Member in accordance with, and to less than the extent of, amount used for purposes of computing such Member’s Tax Distributions for such Taxable Year pursuant to the previous sentence, then either the Member shall promptly repay such excess multiplied by the Assumed Tax Liability. Rate for the last Tax Estimation period during that year to the Company upon written request from the Company or, at the Board’s election, the Company may offset future Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other dateamount. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be treated as advances of amounts otherwise distributable pursuant to Section 5.1 and the Company shall distribute other amounts to Members as necessary to ensure that at all times distributions are made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Memberaccordance with Section 5.1.

Tax Distributions. (i) With respect to each Fiscal Year, to To the extent the Company has available cash for distribution Distributable Cash that may lawfully be distributed by the Company under the Delaware LLC Act and subject to any applicable agreement to which the Company or any of its Subsidiaries subsidiaries is a party governing the terms of third party indebtedness for borrowed money, money and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager Board deems necessary or desirable in its sole discretion with respect to the reasonable business needs and obligations of the Company or any of its SubsidiariesCompany, the Board will cause the Company shallto make, to the extent permitted by applicable Lawon an annual basis or more frequently, make cash distributions (“Tax Distributions”) a distribution to each Member in accordance with, and equal to the extent of, such Member’s Assumed Tax LiabilityDistribution for each fiscal year of the Company (“Fiscal Year”). The “Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated Distribution” for a Member for a Fiscal Year is such Member’s Percentage Interests of the aggregate amount determined by the Company on a quarterly basis and, Board to be sufficient to at least equal the amount of the Members’ aggregate federal and state income taxes with respect to the extent feasibleCompany’s net taxable income and gain for such fiscal period, shall be distributed determined by assuming (without regard to any Members’ actual tax liability) that such income or gain, as applicable, is taxable at a combined effective federal and state income tax rate reflecting the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (deductibility of the succeeding year) (or such other dates state income taxes for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (eachpurposes and by using for all Members the highest marginal federal and state income tax rate then in effect for any Member for the type of income taking into account available deductions and allowances with respect to the income and taking into account all previous allocations of Profits and Losses pursuant to Section 9.2, a “Quarterly Tax Distribution”)such that such Member shall receive an amount anticipated to be equal to the taxes for which such Member is liable with respect to the cumulative amount of net Profits which have been allocated to him, providedher or it, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly less all prior Tax Distributions shall take into account made under this Section 10.3. For purposes of applying this Section 10.3, the estimated taxable income or loss Board may treat a distribution made by the sixtieth day following the end of the Company for a Fiscal Year as occurring during such Fiscal Year (and not the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Memberwhich it was in fact made).

Tax Distributions. (i) With respect Subject to each Fiscal Year, to the extent the Company has having available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement legal requirements (including obligations to which its creditors as determined by the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesManaging Member), the Company shall, to the extent permitted by applicable Law, shall make cash distributions (“Tax Distributions”pursuant to this Section 5.03(e)(i) to each Member in accordance with, and at least two (2) Business Days prior to the extent ofdate on which any US federal corporate estimated tax payments are due, in an amount at least equal to such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be Distribution Amount (estimated by the Company on a quarterly basis andby the Managing Member, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take taking into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period). A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined for a fiscal year (or applicable portion thereof) and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall shall, to the extent of available cash and to the extent permitted by law and consistent with the Company’s obligations to its creditors as determined by the Managing Member, be promptly be distributed to such Member. Notwithstanding anything to the contrary herein, Tax Distributions to the Members under this Section 5.03(e)(i) shall be made pro rata in accordance with the Members’ Percentage Interests. If, on a Tax Distribution date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Tax Distributions pursuant to this Section 5.03(e) shall be made to the Members to the extent of available funds and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ Percentage Interests) as soon as funds become available (as provided herein) sufficient to pay the remaining portion of Tax Distributions such that each Member has received an amount at least equal to its Tax Distribution Amount.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent So long as the Company has available cash for distribution is not prohibited from making a Tax Distribution by the Company law or under the Delaware Act and subject to any applicable agreement third-party contract to which the Company or any of its Subsidiaries it is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiariesparty, the Company shall, shall distribute to the extent permitted by applicable LawMembers, make cash among them in proportion to their relative Tax Liabilities, an amount so that the aggregate distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to under this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) 6.1 (each, a “Quarterly Tax Distribution”), provided, that ) for the foregoing shall not restrict year through the Company from making a period covered by such required payment is equal to the lesser of the following: (a) Available Cash for the year to the date of such payment; and (b) the sum of all of the Members’ Tax Distribution on any other dateLiabilities for the year through such period. Quarterly Each Member’s “Tax Distributions shall take Liability” for the year through such period is the product of the net taxable income (if any) allocable to such Member (taking into account the estimated taxable income or loss terms and exclusions set forth in this Section 6.1) for the year through such period, multiplied by the Member Tax Rate. At the discretion of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in Manager, the amount of Tax Distributions a Member received to be made to the Members may be reduced by the amount of distributions (other than Tax Distributions) previously made to the Members during such period pursuant to this Agreement. Distributions made pursuant to this Section 6.1 shall be made no later than April 10th after the end of the fiscal year of the Company for which the Tax Distribution is made; provided, however, that the Manager, in its discretion, may at any time, and for any period, elect to cause the Company to make Tax Distributions quarterly, on or before the date upon which the Members are required to make each quarterly payment of their federal estimated income taxes. For purposes of this Section 6.1, the estimated tax payment due in January of any year and any Tax Distributions with respect to the January estimated tax payment shall be determined with reference to the year ending on the prior December 31. Determinations made by the Manager concerning the administration of this Section 6.1 shall be binding upon all Members. Distributions under this Section 6.1 shall be an advance and credit against distributions to the Members under this Agreement in the order that such Fiscal Year based on such final accounting shall promptly distributions would be distributed made pursuant to such MemberSections 6.2 and 6.3.

Tax Distributions. (i) With respect to On or before April 15th of each Fiscal Year, the Company shall distribute to each Person who was a Member during the immediately preceding Fiscal Year of the Company an amount of cash (the “Tax Distribution Limitation Amount”) equal to 47% (such rate to be subject to one or more equitable adjustments by the Board to reflect the highest combined marginal federal and state income tax rates, taking into account deductibility of state taxes against federal income, then applicable to an individual residing or a corporation conducting all of its activities in California, whichever is higher, but taking into account any reduced rates of taxation for particular items of Company income and gain that are generally applicable to Members) of (a) the total amount of cumulative taxable income and gain allocated to such Member for federal income tax purposes in the Company income tax return filed or to be filed with respect to such Fiscal Year and prior Fiscal Years, over (b) the total cumulative amount of losses and deductions allocated to such Member for federal income tax purposes in the Company’s income tax return filed or to be filed with respect to such Fiscal Year and prior Fiscal Years, reduced by any prior distributions pursuant to this Section 5.4 with respect to such Fiscal Year and prior Fiscal Years; provided that income attributable to a distribution under Section 5.3 that is treated as a payment under Sections 707(a) or 707(c) of the Code shall be treated as an allocation of taxable income of the Company to the extent recipient of such distribution. Notwithstanding the Company has available cash for foregoing, no distribution by the Company shall be made or required under the Delaware Act and subject this Section 5.4 with respect to any applicable Fiscal Year to any Member in excess of the Tax Distribution Limitation Amount. In the discretion of the Board, distributions under this Section 5.4 may be made on an estimated basis each quarter; if such estimated distributions exceed the actual amount required on April 15th, such Member receiving excess distributions shall be given a credit balance, and such excess shall be deducted from such Member’s next distribution(s) under this Section 5.4 (until fully repaid). No distribution under this Section 5.4 shall be made if the making of such distribution would constitute a violation of the Act or any other Applicable Law or order of any court of competent jurisdiction or any contract or agreement to by which the Company or any of its Subsidiaries is a party governing bound. Furthermore, no distributions shall be made under this Section 5.4 after the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations dissolution of the Company or any of in connection with its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) winding up and liquidation. Distributions made under this Section 5.4 shall be credited to each Member as if such Member had received such distribution in accordance withwith Section 5.3, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) so shall be estimated treated as advances against, and reduce by the Company on a quarterly basis andcorresponding amount, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed future distributions to such MemberMember under such section.

Tax Distributions. (i) With respect to Within 90 days after the end of each Fiscal Yearcalendar year, to the extent of any available cash on hand, the Company has available cash for distribution by the Company shall distribute to each Member (any such distribution, a “Tax Distribution”) an amount such that total distributions under the Delaware Act Sections 3.1 and subject 3.3 to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion Member with respect to the reasonable needs calendar year recently ended are at least equal to the assumed federal, state and obligations local income tax liability (such liability, a “Tax Liability”) incurred by such Member with respect to such Member’s distributive share of the Company’s taxable net income for such taxable year. For purposes of the computation required by this Section 3.3, the taxable net income for a taxable year allocated to each Member shall be deemed to be reduced by any prior net loss allocated to such Member that was not previously taken into account under this sentence. Capital losses included in any such prior net losses shall be included in the computation only to the extent of subsequent capital gains. In calculating the amount of each Tax Distribution, the Company shall assume that each Member is taxable at the highest combined effective federal and state income tax rate applicable to individuals under the Code and the laws of the state in which any Member of the Company resides or where the Company does business and which state has highest effective state income tax rate of all of the states in which any Members of its Subsidiariesthe Company reside or where the Company does business, giving effect to the different tax rates attributable to different types of income earned by the Company, and the deductibility of state taxes for federal income tax purposes. Any Tax Distribution shall be treated as an advance on the Member’s rights to distributions under Section 3.1, and shall reduce the amount of the first such distributions on a dollar-for-dollar basis. To the extent of available cash on hand, the Company shall, to the extent permitted by applicable Law, may make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. advance Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, in the amounts estimated by the Board of Directors to represent the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates Members’ liabilities for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other datetaxes. Quarterly Any such advance Tax Distributions shall take into account similarly reduce the estimated taxable income or loss Members’ rights to distributions under Section 3.1 (and to the amount of the Company for the Fiscal Year through annual distribution under this Section 3.3). If, as of the end of a taxable year, the relevant quarterly period. A final accounting for aggregate advance Tax Distributions shall be made paid to a Member with respect to the Member’s Tax Liability for each Fiscal Year after such taxable year exceed the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the aggregate amount of Tax Distributions a to which the Member received is entitled for such Fiscal Year based on such final accounting taxable year, the Member shall promptly refund such excess to the Company and any such refunded amount shall be distributed to such Membertreated as if it were never distributed.