Common use of Tax Distributions Clause in Contracts

Tax Distributions. Notwithstanding anything to the contrary in Section 4.4(a)(i), the Manager shall distribute Distributable Cash to each Member in an amount sufficient to pay the federal and state income tax on the taxable income allocated to such Member pursuant to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member pursuant to this Section 4.4(a)(ii) shall be treated as an advance against other Distributions to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (A) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residence.

Tax Distributions. Notwithstanding anything The Manager(s) may, in his, her, or its sole discretion, to the contrary in Section 4.4(a)(i)extent of the Company's Available Cash and as permitted by applicable law and any financing documents, cause the Manager shall Company to distribute Distributable Cash to the Members amounts sufficient to enable each Member to discharge its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming the applicability to each Member in an amount sufficient to pay of the federal highest combined effective marginal U.S. federal, state and state local income tax on the taxable income allocated to such Member pursuant to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; providedrates, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed distributions otherwise cumulatively made or payable to a Member pursuant to this Section 4.4(a)(ii) shall be treated as an advance against other Distributions 4.2.1 are insufficient to which cover such Member is entitled and shall be credited against and subtracted from tax liability (the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited"Tax Distributions"). The amount of any such Member’s “Tax Liability” tax liability shall be calculated (A) taking into account the character of the cumulative Company net taxable income allocated to such Member, (Bi) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and purposes, (Cii) deducting from such income or gain the amount of net cumulative tax loss Net Losses previously allocated to such Member in prior fiscal years Fiscal Years and not used in prior fiscal years Fiscal Years to reduce taxable income. The calculation shall be made income for the purpose of making distributions under this Section 4.2.5 (based on the assumptions assumption that (1) taxable income or tax taxable loss from the Company is the each Member's only taxable income or tax loss loss), (iii) the amount and character of the taxable income or loss allocated to such Member (and the direct or indirect equity holders arising In respect of such Member)its Interest, and (2iv) except such other reasonable assumptions as provided the Manager(s) determines in clause (Agood faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 shall be treated as distributions to the Members pursuant to Section 4.2.1 in the order and priority specified therein. The amount distributable to any Member pursuant to Section 4.2(a) of shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this definitionsentence. To the extent this Section 4.2.5 results in distributions other than in the ratio required by Section 4.2(a), the Member is subject first distributions that are not made pursuant to tax at a rate equivalent this Section 4.2(e) shall be made so as to cause the maximum marginal combined federal and state income tax rate for an individual residing aggregate distributions pursuant to Section 4.2.1, including those made pursuant to this Section 4.2(e), to be, as nearly as possible, in the state of such Member’s primary residenceratio required by Section 4.2.1.

Tax Distributions. Notwithstanding anything The Manager shall cause the Company to distribute cash equal to the contrary difference between a Member’s Assumed Tax Liability with respect to a fiscal year and the amount distributed to (or withheld on behalf of) such Member with respect to such fiscal year to enable the Member to timely satisfy estimated tax or other tax payment requirements (each, a “Tax Distribution”). Notwithstanding the foregoing, a Tax Distribution shall be made only if the resulting difference is a positive number and only for that portion of a Member’s Assumed Tax Liability that has been created by the disposition or refinancing of a mortgage by or on behalf of the Company or a Program affiliated with the Company. Each Member’s “Assumed Tax Liability” shall equal the expected aggregate federal and state tax liability of such Member derived from the Company for the applicable fiscal year, assuming the highest marginal income tax rates applicable to any Member and taking into account the character of the relevant income or loss derived by such Member from the Company and the deductibility, if any, of any state tax in Section 4.4(a)(i)computing any federal tax liability. In furtherance of the foregoing, to the extent distributions otherwise payable to a Member in a fiscal year shall equal or exceed the Assumed Tax Liability of such Member for such fiscal year, the Manager shall distribute Distributable Cash not be obligated to each Member in an amount sufficient to pay the federal and state income tax on the taxable income allocated make a Tax Distribution to such Member pursuant with respect to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below)fiscal year. Any amount distributed Tax Distribution made to a Member pursuant to this Section 4.4(a)(ii) 5.6 shall be treated as deemed an advance against other Distributions on any future distributions to which such Member is entitled pursuant to Section 5.5 and Section 5.7 and shall be credited against and subtracted from reduce the other Distributions to which amount of such Member is entitledfuture distributions. For the avoidance of doubt, which subtraction shall be from the next any Tax Distribution to which such a Member is participating in the Dividend Reinvestment Program would otherwise be entitled and, if any creditable amount remains thereafter, from shall be reinvested in Units of the next immediate Distribution until fully credited. Any amount credited to a Distribution Company pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (A) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (Dividend Reinvestment Program to the same extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated to that such Member in prior fiscal years and not used in prior fiscal years has currently elected to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent have its regular distributions reinvested pursuant to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residenceDividend Reinvestment Program.

Tax Distributions. Notwithstanding anything Subject to the contrary Act and to any restrictions contained in Section 4.4(a)(i)any agreement to which the Company is bound, no later than the tenth day of each March, June, September and December, the Manager shall distribute Distributable Cash Company shall, to the extent of available cash, make a tax distribution to each Member Unitholder in an amount sufficient equal to pay the federal excess of (i) the product of (A) the cumulative taxable income (including any guaranteed payments for services that are not actually received by such Unitholder in cash) attributable to the Unitholder’s investment as reported on the Unitholder’s Schedule K-1 allocated by the Company to the Unitholder, in excess of the cumulative taxable loss attributable to the Unitholder’s investment as reported on the Unitholder’s Schedule K-1 allocated by the Company to the Unitholder and (B) the combined maximum federal, state and local marginal income tax rate (taking into account the deductibility of state and local taxes and adjusted appropriately to take into account the varying rates applicable to capital gains, qualified dividend income and ordinary income) applicable to individual residents of New York, New York, over (ii) all prior distributions pursuant to this Section 4.4. All distributions made to a Unitholder pursuant to this Section 4.4(c) on account of the taxable income allocated to such Member Unitholder shall be treated as advance distributions under Section 4.4(a) or Section 5.2 and shall be taken into account in determining the amount of future distributions to such Unitholder. For purposes of determining the amount of distributions to be made to the Unitholders pursuant to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be Section 4.4(a) or Section 5.2, distributions made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member pursuant to this Section 4.4(a)(ii4.4(c) shall be treated deemed made at such time as an advance against other Distributions to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution they offset distributions being made pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (ASection 4.4(a) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residenceSection 5.2.

Tax Distributions. Notwithstanding anything Subject to the contrary Act and to any restrictions contained in Section 4.4(a)(i)any agreement to which the Company is bound, no later than the tenth day of each March, June, September and December, the Manager shall distribute Distributable Cash Company shall, to the extent of available cash, make a tax distribution to each Member Unitholder in an amount sufficient equal to pay the excess of (i) the product of (A) the cumulative taxable income (including any guaranteed payments for services that are not actually received by such Unitholder in cash) attributable to the Unitholder's investment as reported on the Unitholder's Schedule K-1 allocated by the Company to the Unitholder, in excess of the federal taxable loss carryforward deduction (assuming that such carryforward was not applied against any non-Company income of such Unitholder) to the extent that such loss carry-forward deduction would be available to offset such taxable income of a Unitholder from its investment in the Company and (B) the combined maximum federal, state and local marginal income tax rate (taking into account the deductibility of state and local taxes and adjusted appropriately for varying rates) applicable to individuals, over (ii) all prior distributions pursuant to this SECTION 4.4. All distributions made to a Unitholder pursuant to this SECTION 4.4(c) on account of the taxable income allocated to such Member pursuant to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member pursuant to this Section 4.4(a)(ii) Unitholder shall be treated as an advance against other Distributions to which such Member is entitled distributions under SECTION 4.4(a) or SECTION 5.2 and shall be credited against and subtracted from taken into account in determining the other Distributions amount of future distributions to which such Member is entitled, which subtraction shall Unitholder. For purposes of determining the amount of distributions to be from made to the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution Unitholders pursuant to the foregoing sentence SECTION 4.4(a) or SECTION 5.2, distributions made pursuant to this SECTION 4.4(c) shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any made at such Member’s “Tax Liability” shall be calculated (Atime as they offset distributions being made pursuant to SECTION 4.4(a) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residenceSECTION 5.2.

Tax Distributions. Notwithstanding anything The Managing Member shall (solely to the contrary in Section 4.4(a)(i)extent of any Available Cash) cause the Company, no later than five days prior to the Manager shall distribute Distributable Cash date on which U.S. federal corporate quarterly estimated tax payments are due for a taxpayer with a taxable year ending on December 31, to make a distribution (a “Tax Distribution”) to each Member in an amount sufficient equal to pay the federal and state income tax on excess of (A) the product of (i) the estimated net taxable income allocated allocable to such Member, for such taxable year through the end of such period, and (ii) the Assumed Income Tax Rate, over (B) distributions previously made to such Member pursuant to this Agreement in order to provide cash Section 5.03 or Section 12.02 with respect to the Members to pay taxes on taxable year. A final accounting for Tax Distributions shall be made after the allocation of the Company’s actual net taxable income so allocated or loss has been determined for a taxable year (or applicable portion thereof) and not yet distributed (“Tax Distributions”). any shortfall in the amount of Tax Distributions may a Member received for such taxable year based on such final accounting shall, to the extent of Available Cash, be made at least annually so as promptly distributed to enable such Member. In computing taxable income or loss for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to any adjustments pursuant to Section 743 of the Members Code (in whole or in part), in the sole discretion of the Managing Member, and (ii) taking into account any allocations under Section 704(c) of the Code and the Treasury Regulations thereunder. A Tax Distribution to satisfy their annual federal and state tax payment obligationsa Member in respect of any LLC Unit shall be charged against current or future distributions to which such Member would otherwise have been entitled under this Section 5.03 or Section 12.02 in respect of such Unit; provided, however, that Tax Distributions all LLC Units shall be participate in distributions made only pursuant to Section 5.03 on a pro rata basis. Notwithstanding the extent that cumulative Distributions under Section 4.4(a)(iforegoing, (A) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member any distributions made pursuant to this Section 4.4(a)(ii5.03(e) shall be treated as an advance against other Distributions to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution pursuant made to the foregoing sentence shall be deemed distributed for purposes Members on a pro rata basis in accordance with the number of the Distribution against which it is credited. The amount of any such each Member’s “Tax Liability” shall be calculated (A) taking into account LLC Units over the character total number of the cumulative Company net taxable income allocated to such Memberoutstanding LLC Units, (B) taking into account the deductibility (to the extent allowedof Available Cash, the pro rata amount to be distributed to each Member shall be calculated based on the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) of state and local income taxes for United States federal income tax purposes on a per-unit basis, calculated without regard to this sentence and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated if there is insufficient Available Cash to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss make all of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided distributions described in clause (A) of this definitionB), the amount that would have been distributed to each Member pursuant to clause (B) shall be reduced on a pro rata basis. For the avoidance of doubt, whether a distribution is subject treated as a Tax Distribution or a distribution pursuant to tax at a rate equivalent Section 5.03(b) is not intended to the maximum marginal combined federal impact allocations or ultimate economic entitlement under this Agreement, and state income tax rate for an individual residing in the state of this Agreement shall be interpreted consistent with such Member’s primary residenceintent.

Tax Distributions. Notwithstanding anything Subject to the contrary Act and to any restrictions contained in Section 4.4(a)(i)any agreement to which the Company is bound, no later than the tenth day of each March, June, September and December, the Manager shall distribute Distributable Cash Company shall, to the extent of available cash, make a tax distribution to each Member Unitholder in an amount sufficient equal to pay the federal excess of (i) the product of (A) the cumulative taxable income (including any guaranteed payments for services that are not actually received by such Unitholder in cash) attributable to the Unitholder's investment as reported on the Unitholder's Schedule K-1 allocated by the Company to the Unitholder, in excess of the cumulative taxable loss attributable to the Unitholder's investment as reported on the Unitholder's Schedule K-1 allocated by the Company to the Unitholder and (B) the combined maximum federal, state and local marginal income tax rate (taking into account the deductibility of state and local taxes and adjusted appropriately to take into account the varying rates applicable to capital gains, qualified dividend income and ordinary income) applicable to individual residents of New York, New York, over (ii) all prior distributions pursuant to this Section 4.4. All distributions made to a Unitholder pursuant to this Section 4.4(c) on account of the taxable income allocated to such Member Unitholder shall be treated as advance distributions under Section 4.4(a) or Section 5.2 and shall be taken into account in determining the amount of future distributions to such Unitholder. For purposes of determining the amount of distributions to be made to the Unitholders pursuant to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be Section 4.4(a) or Section 5.2, distributions made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member pursuant to this Section 4.4(a)(ii4.4(c) shall be treated deemed made at such time as an advance against other Distributions to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution they offset distributions being made pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (ASection 4.4(a) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residenceSection 5.2.

Tax Distributions. Notwithstanding anything to the contrary in Section 4.4(a)(i5.1, to the extent funds of the Company may be legally available for Distribution by the Company under the Act and subject to any Financing Agreement and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Board deems necessary with respect to the reasonable business needs and obligations of the Company, the Board shall cause the Company to make Distributions of cash (any such amount, a “Tax Distribution”) to the Members in amounts intended to enable the Members (or any Person whose tax liability is determined by reference to the income of a Member) to discharge their United States federal, state and local income tax liabilities arising from the allocations made pursuant to this ARTICLE V, taking into account, for the avoidance of doubt, any taxable loss of the Company allocated to a Member pursuant to this Agreement for any prior taxable year not previously taken into account for purposes of this Section 5.2, to the extent such losses would be available under the Code to offset income of the Members (or, as appropriate, the direct or indirect partners or members of a Member) determined as if income and loss from the Company were the only income and loss of such Member (or, as appropriate, the direct or indirect partners or members of such Member) in such Fiscal Year and all prior Fiscal Years. For purposes of determining Tax Distributions under this Section 5.2, unless otherwise determined by the Board (in its sole discretion), such determinations shall be made taking into account any allocations arising under Code Section 704(c) or adjustments arising from an election under Code Section 754. The amount distributable pursuant to this Section 5.2 shall be determined in the Manager shall distribute Distributable Cash to each Member in an amount sufficient to pay the federal and state income tax Board’s discretion, based on the taxable income Maximum Tax Rate and the amounts allocated to the Members, and otherwise based on such reasonable assumptions as the Board determines. The amount distributable to any Member pursuant to Section 5.1 shall not be reduced by the amount distributed to such Member pursuant to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member pursuant to this Section 4.4(a)(ii) shall be treated as an advance against other Distributions to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (A) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residence5.2.

Tax Distributions. Notwithstanding anything to To the contrary in Section 4.4(a)(i)extent there is Available Cash therefor, as determined by the Board of Directors, the Manager Company shall distribute Distributable Cash make aggregate distributions of cash (“Minimum Tax Distributions”) to each Member for the period covering the fiscal year then ended in an amount sufficient amount, which when added to pay the federal and state income tax on the taxable income allocated prior distributions made to such Member pursuant to this Agreement in order to provide cash during such prior fiscal year (excluding therefrom Minimum Tax Distributions received by such Member allocable to the Members to pay taxes on prior taxable year), will equal or exceed the taxable amount of federal, state and local income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than payable solely by reason of such Member’s Tax Liability distributive share, within the meaning of Section 704(b) of the Code, of the income, gain, loss and deductions of the Company, assuming for such purposes that (i) any such income and gain reduced by losses and deductions attributable to the Member by reason of its interest in the Company is subject to federal, state and local income tax at the maximum rate applicable to any person for the applicable year without reduction for deductions or credits not related to the activities of the Company and (ii) the distributive share of any unused deductions and losses of the Company allocated to a Member in prior taxable years are carried forward. The Board of Directors shall also cause the Company to make distributions from time to time during a fiscal year of the Company (which shall be treated as defined below)an advance of the amounts distributable pursuant to the preceding sentence with respect to the fiscal year) of amounts required by each Member to make payments of estimated taxes for federal, state or local income tax purposes. Any amount distributed to a Member pursuant to this Section 4.4(a)(ii) ‎Section 5.5 shall be treated as an advance against other Distributions and, thus, shall reduce the amount which such Member is otherwise entitled to receive thereafter pursuant to ‎Section 5.4 and ‎Section 7.3. If upon termination of a Member’s Interest in the Company or upon the winding up and liquidation of the Company, a Member shall have received cumulative distributions pursuant to Section 5.4, Section 7.3 and this ‎Section 5.5 in excess of the amount of cumulative distributions to which such Member is would be entitled under ‎Section 5.4 and shall be credited against and subtracted from the other Distributions to which ‎Section 7.3 (ignoring this ‎Section 5.5), such Member is entitled, which subtraction shall be from the next Distribution to which promptly repay such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution pursuant excess to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (A) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residenceCompany.

Tax Distributions. Notwithstanding anything As permitted by applicable law and subject to any applicable restrictions in loan documents with the contrary in Section 4.4(a)(i)Company’s creditors, the Manager Company shall use its best efforts to distribute Distributable Cash to each Member within one hundred and eight (180) days after the end of each Fiscal Year such part of its distributable profits as shall represent in cash an amount sufficient to pay enable each Member to discharge any foreign and local tax liability for such taxable year (excluding penalties) arising as a result of its ownership of a Share, determined by assuming the federal applicability to each Share of the highest combined effective marginal Federal, state and state local income tax rates for any individual actually obligated to report on any tax returns income derived from the taxable income allocated to such Member pursuant to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”)Company. Tax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to To the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed distributions otherwise payable to a Member pursuant to this Section 4.4(a)(ii3.2(b) are insufficient to cover such tax liabilities, the Company shall be treated as an advance against other Distributions make cash distributions in amounts, that when added to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution cash distributions otherwise payable pursuant to the foregoing sentence Section 3.2(b), shall be deemed distributed for purposes of the Distribution against which it is creditedequal such tax liability. The amount of any such Member’s “Tax Liability” tax liability shall be calculated (A) taking into account the character of the cumulative Company net taxable income allocated to such Member, (Bi) taking into account the deductibility (to the extent allowed) of state foreign and local income taxes for United States federal income tax purposes and taxes, (Cii) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member (and such Member's predecessor's) in prior fiscal years Fiscal Years and not used in prior fiscal years Fiscal Years to reduce taxable income. The calculation shall be made income for the purpose of making distributions under this Section 3.1 (based on the assumptions assumption that (1) taxable income or tax taxable loss from the Company is the each Member's only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Memberloss), and (2iii) except the character of the income allocated to such Member. Distributions pursuant to this Section 3.1 shall be treated as provided in clause (A) of distributions to the Members pursuant to Section 3.2(b). Any distributions pursuant to this definition, the Member is Section 3.1 are subject to tax at a rate equivalent the reasonably required needs of the Company, as determined by the Directors, to maintain sufficient funds for working capital and other business purposes so as not to impair the maximum marginal combined federal and state income tax rate for an individual residing in ability of the state of such Member’s primary residenceCompany to continue its business operations.

Tax Distributions. Notwithstanding anything (i) On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each due date for the contrary in Section 4.4(a)(iU.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (or, if earlier, the due date for the U.S. federal income tax return of the Original Member, as determined without regard to extensions), the Company shall, to the extent of available cash flow as determined by the Manager shall distribute Distributable Cash in its sole discretion, be required to make a Distribution to each Member of cash in an amount sufficient equal to pay the federal and state income tax on excess of such Member’s Assumed Tax Liability, if any, for such taxable period over the taxable income allocated Distributions previously made to such Member pursuant to this Agreement in order Section 4.01(d) with respect to provide cash to such taxable period (the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Notwithstanding the foregoing, the Manager may, in its discretion, make such Tax Distributions may on a quarterly basis, and any date on which such Tax Distributions are made will be considered a Tax Distribution Date for purposes hereof. (ii) To the extent a Member otherwise would be entitled to receive less than its allocable share of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(d) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made at least annually so as pursuant to enable this Section 4.01(d) are made pro rata in accordance with such Member’s allocable shares of the Net Profits and Net Losses for the applicable period determined in accordance with Section 5.04. If, on a Tax Distribution Date, there are insufficient funds on hand to distribute to the Members to satisfy their annual federal and state tax payment obligations; provided, however, that the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(d) shall be made to the Members only to the extent of available funds pro rata in accordance with their allocable shares of the Net Profits and Net Losses for the applicable period determined in accordance with Section 5.04 and the Company shall make future Tax Distributions as soon as the Manager determines in its sole discretion that cumulative funds have become available sufficient to pay the remaining portion of the Tax Distributions under Section 4.4(a)(i) to which such Members are less than such otherwise entitled. (iii)In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (as defined belowfor the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability shall, to the extent of available cash flow as determined by the Manager in its sole discretion, promptly be distributed to a Member such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a), Section 4.01(b) and this Section 4.01(d) in the relevant Taxable Years sufficient to cover such shortfall. (iv)Notwithstanding the foregoing, Distributions pursuant to this Section 4.4(a)(ii) 4.01(d), if any, shall be treated as an advance against other Distributions to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited made to a Distribution pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated Member (Aor its predecessor in interest) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (only to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated all previous Distributions to such Member in prior fiscal years pursuant to Section 4.01(a) and not used in prior fiscal years Section 4.01(b) with respect to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from Fiscal Year are less than the Company is the only taxable income or tax loss of the Distributions such Member (and the direct or indirect equity holders of its predecessor in interest) otherwise would have been entitled to receive with respect to such MemberFiscal Year pursuant to this Section 4.01(d), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residence.

Tax Distributions. Notwithstanding anything to the contrary priority of Distributions in Section 4.4(a)(i4.1(a), the Manager shall distribute Distributable Cash Company will, consistent with any restrictions which may be imposed by any creditor of the Company or applicable law, make Distributions to each Member in an amounts such that, prior to April 15 of each calendar year, each Member has received Distributions (whether pursuant to this Section 4.1 or otherwise) in aggregate amounts which equal not less than the sum for the immediately preceding Fiscal Year and for all prior Fiscal Years of (i) the amount sufficient to pay the federal and state income tax on the of taxable income allocated to such Member for such Fiscal Years, reduced by the amount of taxable losses allocated to such Member for such Fiscal Years, multiplied by (ii) the maximum aggregate marginal tax rate applicable to corporate taxpayers pursuant to this Agreement the Code and any applicable state and/or local tax law in order respect of income recognized during such immediately preceding Fiscal Year. The Company will use reasonable efforts to provide cash cause such Distributions to the be made in a manner which permits such Members to pay use the proceeds of such Distributions to make on a timely basis all required estimated payments of income taxes on in respect of the taxable income so allocated to them. The Distributions required by this Section 4.1(b) will be made without regard for the relative priorities and not yet distributed (“Tax Distributions”amounts set forth in Section 4.1(a). Tax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member pursuant to this Section 4.4(a)(ii4.1(b) shall be treated taken into account as an advance against other advances on Distributions made pursuant to which such Member is entitled Section 4.1(a), and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (A) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowednot previously taken into account pursuant to this sentence) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain reduce the amount of net cumulative tax loss previously allocated Distributions to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the to any Member (and the direct or indirect equity holders of such Memberunder Section 4.1(a), when and (2) except as provided in clause (A) of this definition, paid by the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residenceCompany.

Tax Distributions. Notwithstanding anything Subject to the contrary Act and to any restrictions contained in any agreement to which the Company is bound and notwithstanding the provisions of Section 4.4(a)(i4.4(a), no later than the Manager shall distribute Distributable Cash tenth day of each March, June, September and December, the Company shall, to the extent of available cash, make a tax distribution to each Member Unitholder in an amount sufficient equal to pay the excess of (i) the product of (A) the cumulative taxable income (including any guaranteed payments for services that are not actually received by such Unitholder in cash) attributable to the Unitholder’s investment as reported on the Unitholder’s Schedule K-1 allocated by the Company to the Unitholder, in excess of the federal taxable loss carryforward deduction arising from such Unitholder’s investment in the Company (assuming that such carryforward was not applied against any non-Company income of such Unitholder) to the extent that such loss carry forward deduction would be available to offset such taxable income of a Unitholder from its investment in the Company and (B) the combined maximum federal, state and local marginal income tax rate (taking into account the deductibility of state and local taxes and adjusted appropriately for varying rates) applicable to individuals, over (ii) all prior distributions pursuant to this Section 4.4. All distributions made to a Unitholder pursuant to this Section 4.4(c) on account of the taxable income allocated to such Member Unitholder shall be treated as advance distributions under Section 4.4(a) or Section 5.2 and shall be taken into account in determining the amount of future distributions to such Unitholder. For purposes of determining the amount of distributions to be made to the Unitholders pursuant to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be Section 4.4(a) or Section 5.2, distributions made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member pursuant to this Section 4.4(a)(ii4.4(c) shall be treated deemed made at such time as an advance against other Distributions to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution they offset distributions being made pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (ASection 4.4(a) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residenceSection 5.2.

Tax Distributions. Notwithstanding anything Unless otherwise provided by the Managing Member, the Company shall (solely to the contrary in Section 4.4(a)(iextent of available cash), no later than five days prior to the Manager shall distribute Distributable Cash date on which U.S. federal corporate estimated tax payments are due for a taxpayer with a taxable year ending on December 31, to make a distribution (a “Tax Distribution”) to each Member in an amount sufficient equal to pay the federal and state income tax on excess of (A) the product of (i) the estimated net taxable income allocated allocable to such Member, for such taxable year through the end of such period, and (ii) the Tax Rate, over (B) distributions previously made to such Member pursuant to this Agreement in order to provide cash Section 5.03 or Section 12.02 with respect to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”)year. If such quarterly Tax Distributions may be made at least annually so as to enable are, in the Members to satisfy their annual federal and state tax payment obligations; providedaggregate, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s the amount of Tax Liability (as defined below). Any amount distributed to a Member pursuant to this Section 4.4(a)(ii) shall be treated as an advance against other Distributions to which such Member is entitled pursuant to this Section 5.03(e), the Managing Member shall (solely to the extent of any available cash) cause the Company to make an annual Tax Distribution to each Member no later than 10 days prior to the due date for U.S. federal income tax returns for individuals (excluding any extensions) for such taxable year sufficient to make up such shortfall. In computing taxable income or loss for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be credited determined (i) with or without regard to any adjustments pursuant to Section 743 of the Code (in whole or in part), in the sole discretion of the Managing Member, and (ii) taking into account any allocations under Section 704(c) of the Code and the Treasury Regulations thereunder. A Tax Distribution to a Member in respect of any Unit shall be charged against and subtracted from the other Distributions current or future distributions to which such Member is entitledwould otherwise have been entitled under this Section 5.03 or Section 12.02 in respect of such Unit to the extent required to prevent Tax Distributions from permanently impacting the distributions to the Members; provided, which subtraction however, all Common Units (including any Common Unit or portion thereof received in exchange for any Profits Unit) shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution participate in distributions made pursuant to Section 5.03 on a pro rata basis. Notwithstanding the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated foregoing, (A) taking into account any distributions made pursuant to this Section 5.03(e) shall be made to the character Members on a pro rata basis in accordance with the number of each Member’s Units over the cumulative Company net taxable income allocated to such Membertotal number of outstanding Units, (B) taking into account the deductibility (to the extent allowedof available cash, the pro rata amount to be distributed to each Member shall be calculated based on the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) of state and local income taxes for United States federal income tax purposes on a per-Unit basis, calculated without regard to this sentence and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated if there is insufficient available cash to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss make all of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided distributions described in clause (A) of this definitionB), the amount that would have been distributed to each Member is subject pursuant to tax at clause (B) shall be reduced on a rate equivalent pro rata basis; and provided, further, that notwithstanding the foregoing the Company shall not be required to make any distribution pursuant to this Section 5.03(e) with respect to any Profits Units that are not Vested Units if the maximum marginal combined federal and state Company has not allocated any income tax rate for an individual residing in the state applicable taxable period to such Units. For the avoidance of doubt, whether a distribution is treated as a Tax Distribution or a distribution pursuant to Section 5.03(b) is not intended to impact allocations or ultimate economic entitlement under this Agreement, and this Agreement shall be interpreted consistent with such Member’s primary residenceintent.

Tax Distributions. Notwithstanding anything The Managing Member shall (solely to the contrary in Section 4.4(a)(i)extent of any Available Cash) cause the Company, no later than five days prior to the Manager shall distribute Distributable Cash date on which U.S. federal corporate quarterly estimated tax payments are due for a taxpayer with a taxable year ending on December 31, to make a distribution (a “Tax Distribution”) to each Member in an amount sufficient equal to pay the federal and state income tax on excess of (A) the product of (i) the estimated net taxable income allocated allocable to such Member, for such taxable year through the end of such period, and (ii) the Assumed Income Tax Rate, over (B) distributions previously made to such Member pursuant to this Agreement in order to provide cash Section 5.03 or Section 12.02 with respect to the Members to pay taxes on taxable year. A final accounting for Tax Distributions shall be made after the allocation of the Company’s actual net taxable income so allocated or loss has been determined for a taxable year (or applicable portion thereof) and not yet distributed (“Tax Distributions”). any shortfall in the amount of Tax Distributions may a Member received for such taxable year based on such final accounting shall, to the extent of Available Cash, be made at least annually so as promptly distributed to enable such Member. In computing taxable income or loss for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to any adjustments pursuant to Section 743 of the Members Code (in whole or in part), in the sole discretion of the Managing Member, and (ii) taking into account any allocations under Section 704(c) of the Code and the Treasury Regulations thereunder. A Tax Distribution to satisfy their annual federal and state tax payment obligationsa Member in respect of any LLC Unit shall be charged against current or future distributions to which such Member would otherwise have been entitled under this Section 5.03 or Section 12.02 in respect of such Unit; provided, however, that Tax Distributions all LLC Units shall be participate in distributions made only pursuant to Section 5.03 on a pro rata basis. Notwithstanding the extent that cumulative Distributions under Section 4.4(a)(iforegoing, (A) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member any distributions made pursuant to this Section 4.4(a)(ii5.03(e) shall be treated as an advance against other Distributions to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution pursuant made to the foregoing sentence shall be deemed distributed for purposes Members on a pro rata basis in accordance with the number of the Distribution against which it is credited. The amount of any such each Member’s “Tax Liability” shall be calculated (A) taking into account LLC Units over the character total number of the cumulative Company net taxable income allocated to such Memberoutstanding LLC Units, (B) taking into account the deductibility (to the extent allowedof Available Cash, the pro rata amount to be distributed to each Member shall be calculated based on the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) of state and local income taxes for United States federal income tax purposes on a per-unit basis, calculated without regard to this sentence and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated if there is insufficient Available Cash to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss make all of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided distributions described in clause (A) of this definitionB), the amount that would have been distributed to each Member is subject pursuant to tax at clause (B) shall be reduced on a rate equivalent pro rata basis; and provided, further, that notwithstanding the foregoing the Company shall not be required to make any distribution pursuant to this Section 5.03(e) with respect to any Corresponding Company Units or other Units that have not vested if the maximum marginal combined federal and state Company has not allocated any income tax rate for an individual residing in the state applicable taxable period to such Units. For the avoidance of doubt, whether a distribution is treated as a Tax Distribution or a distribution pursuant to Section 5.03(b) is not intended to impact allocations or ultimate economic entitlement under this Agreement, and this Agreement shall be interpreted consistent with such Member’s primary residence.intent. WEIL:\98074461\9\40590.0003